REQUEST FOR QUOTATION-PROVISION OF LEGAL SERVICES Full Time

Terms of Reference for Provision of Legal Services

1. Background and Purpose

Concern Worldwide (hereafter Concern) is an international non-governmental humanitarian agency that was founded in 1968. The organisation is dedicated to the relief, assistance, and promotion of the most disadvantaged people in the less developed regions of the world and is based in Dublin, Ireland.

Concern Worldwide’s entity in Kenya (hereafter Concern Kenya) seeks to engage legal services, on an annual retainer basis, to ensure that:

A. The organisation is compliant with legal and regulatory requirements in:

1. Matters related to the internal organisational structure and governance of Concern and or corporate governance, e.g., ensure the organization is advised on the best legal structures and governance practices, creates and maintains the organization’s bylaws, policies, and procedures.
2. National legal requirements and obligations of any regulatory or government body to which Concern is subject
3. Employment-related matters to include drafting of employment contracts, employment law requirements and obligations, and internal HR policies
4. Data Protection and privacy requirements to which the organisation is subject
5. Other matters that relate to the day-to-day operation of the organisation, as they may arise.
6. Dispute resolution or litigation matters that arise.
7. Intellectual Property: Advise on matters related to intellectual property, including trademarks, copyrights, and patents, to protect the organization’s branding and proprietary information.
8. Contract Management: Drafting, reviewing, and negotiating contracts with partners, donors, and other organizations. This includes grant agreements, MOUs, and partnership agreements.
9. Regulatory Compliance: Advise on necessary reporting and compliance requirements, including financial and tax regulations.
10. In the case of international staff, support with immigration issues, work permits, and visa matters for staff relocating to Kenya.

B. In the course of the provision of that legal advice, draft and submit original copies of:

i. Any applications or submissions to regulatory or governmental bodies.

ii. Written legal opinions, organisational policy documents, and memorandums.

iii. Any papers, documents, or agreements that arise during court or dispute resolution proceedings

C. Represent Concern before any Court, Tribunal, Dispute resolution body, or other.

1. General Services

2.1 Labour Issues

2.1.1 Review and advise on the content of policies affecting national employees, including the legal review of the HR Handbook to align with Kenyan labour laws, policies, and contract templates, to ensure compliance with ongoing regulatory changes.

2.1.2 Review the client’s terms and conditions of employment for national staff and advise or recommend any necessary changes.

2.1.3 Recommend and advise approaches to handling disciplinary issues and other legal matters related to employees.

2.1.4 Regularly advise and update the Client on applicable laws and regulations adopted in areas where the Client has offices and operations.

2.1.5 Review and prepare, on request, any legal documents or records related to the Client’s operations (internal regulations, contracts, minutes, consolidation, correction, updating, etc.) so that the Client complies with national laws and any government entity.

2.1.6 Provide legal assistance in obtaining residence, work permits, and special passes for non-national staff where required in a specific context.

2.2 New Legislation

2.2.1 Regularly advise the Client on new legislation, legal reform, and amendments, pending and passed bills by the Government of the country that may directly have an impact on the Client’s offices and operations.

2.2.2 Share detailed information with the Client on the impact of the above points in writing.

2.3 Review Contracts

2.3.1 Whenever requested by the Client, conduct a review of contracts that may include, but not limited to, staff contracts, leases for offices and residences, procurement of supplies/goods and services e.g., consultancy, construction contracts, contracts with partners, donors, and other organizations. This includes grant agreements, MOUs, and partnership agreements, etc.

2.3.2 Advise the Client on possible legal implications and/or contradictions with national legislation and recommend adjustments.

2.4 Legal Advice

2.4.1 Represent the Client in Court litigation, arbitration tribunals (out of court settlements), services for prior consultation and advice, and other legal forums.

2.4.2 Provide legal advice, including a written legal opinion where such opinion is required on the matter under query on their legality and validity in accordance with the laws of the country.

2.4.3 Provide legal counsel and negotiation services at the request of and in the interest of the Client.

2.4.4 Regularly update and share accurate advice that will enable the Client to avoid or mitigate litigation risks arising from its engagement with staff and other contractors.

2.4.5 Regularly update and advise the Client on labour, property, tax, bills or laws related to non-government organisations (NGOs) that may have a direct or indirect impact on the Client’s operations or impact on international Non-Governmental Organisations in general.

2.5 Data Protection Compliance

2.5.1 The legal representative agrees to comply with all applicable data protection laws, regulations, and requirements, including but not limited to any relevant national data protection laws.

2.5.2 The legal representative shall treat all personal data shared by Concern as strictly confidential. They shall not disclose or use such information for any purposes other than those necessary to provide the legal services, unless required by law.

2.5.3 The legal representative shall implement appropriate technical and organisational measures to ensure the security, integrity, and confidentiality of personal data. These measures should be designed to prevent unauthorised access, disclosure, alteration, or destruction of data.

2.5.4 The legal representative shall assist the client in fulfilling its obligations regarding data subjects’ rights, including but not limited to the rights of access, rectification, erasure, and objection. They shall promptly inform the client of any data subject requests received.

2.5.5 In the event of a personal data breach, the legal representative shall notify Concern without undue delay, providing all necessary information to assist it in fulfilling its legal obligations to report the breach to relevant supervisory authorities and affected data subjects.

2.5.6 The legal representative shall maintain records of their data processing activities as required by applicable data protection laws.

2.6 Specific Additional Services

2.6.1 In addition to the above general legal services, the legal representative will carry out the following specific tasks.

2.6.1.1 Property services, including lease review and negotiation, registration, etc.

2.6.1.2 Notary services for the purposes of authenticating documents, witnessing and proving signatures to documents, administering oaths, taking affidavits, drawing up Powers of Attorney and other legal documents.

2.6.1.3 Applying for and obtaining customs exemption licences or special tax regimes from the relevant government body.

2.6.1.4 Legal translation services.

2.6.1.5 Debt recovery and recovery of litigation costs.

2.6.1.6 Updating Concern on emerging legal issues.

2.6.1.7 Any other legal services that Concern might require from time to time.

1. Terms and Conditions

a) Remuneration for the services herein will be outlined in the terms and conditions to be agreed in the contract between the two parties.

b) There will be no payments in addition to what is specified in the contract, unless explicitly agreed with the Country Director in writing. Additional services may require a separate agreement.

c) Stipulate reimbursement of travel expenses outside the location of the registered office in accordance with the market rate previously established with the client for (transport, fuel, accommodation, per diem, etc.)

d) The legal representative will attend and participate in meetings with the client when their presence is required. A period of reasonable notice will be given in advance in this situation.

e) The legal representative will provide written legal advice or opinion where requested within a reasonable period, no later than 3 days.

f) The legal representative will not have the authority to enter into agreements or maintain bank accounts on behalf of Concern Worldwide, Kenya.

g) All information relating to the trade and business of the client and its affiliates will be always held confidential by the legal representative and to any third party. The circumstances in which the legal representative may disclose information relating to the client will be listed in the letter of engagement:

a. If required to do so by law,

b. If ordered to do so by a court order of the competent jurisdiction, or

c. For any other stated reason.

h) The circumstances for termination of the agreement will be outlined in the agreement on the processing of files in progress despite the termination.

i) Identify in writing designated representatives who are authorised by Concern to communicate to the legal representative and provide instructions in undertaking assignments.

j) Concern Worldwide requires that the legal services provided are reviewed

a. At the end of the initial contract period

b. At each extension period up to a period of five years.

c. A market assessment is required every five years.

k) The applicable legal jurisdiction should be outlined i.e. the law governing the agreement with the legal representative.

Application Requirements:

1. Suitably qualified and interested firms are invited to submit proposals to provide the above services, outlining their financial and narrative proposal to provide legal services, including applicable taxes.
2. Applicants should have a minimum of 7 years of relevant experience in legal practice.
3. Applicants should provide written evidence of their license to practice, registration with the competent legal regulatory body, and up-to-date details of professional indemnity insurance, or any other insurance required, and additionally, any data protection /privacy policies of their firm
4. The application should set out any experience in the provision of services outlined, including experience of service provision with other International Non-Government Organisations (INGO), including contact details for these. Concern reserves the right to contact referees for this purpose.
5. Any exemptions from the legal and regulatory services requested should be listed in the proposal, and additional information provided on the cost of these.
6. Please note that Concern is seeking to engage a registered law firm and not individual practitioners. The firm should be capable and willing to handle all legal matters outlined in Section 2 (General services) of the Terms of Reference (ToR), on a monthly retainer basis.

Additional Required documentation with your proposal:

1. Company profile
2. Certificate of Registration of a Limited Partnership/Certificate of Incorporation
3. PIN Certificate
4. Valid Tax Compliance Certificate
5. Certificate/reference information of previous undertakings of similar contracts with NGOs/UN agencies
6. Safeguarding Policy, Code of Conduct, etc., or what are the necessary provisions you have put in place to keep everyone safe in the course of your engagement?
7. Technical proposal (With a breakdown of particulars/benefits.)
8. Financial proposal inclusive of all costs. Should be presented in Kenya Shillings & ensure you indicate VAT and withholding tax where applicable:

   The financial proposal should include:

• Description of retainer and non-retainer services
• Maximum number of hours per year for retainer services
• Monthly/ annual billing rates applicable for retainer services

Tagged as: Concern Worldwide, Kenya