Institutional Capacity Building Project

On May 24, 2019, World Bank and Ministry of Finance of the Republic of Uzbekistan (MOF) have concluded an agreement on a World Bank loan program called “Institutional Capacity Building Project” (ICBP) for Uzbekistan.

The development objectives of ICBP are to strengthen public financial management (PFM) and enable the market operation of the corporate sector. This project has four components. 1) The first component, Improving PFM, aims to support improvements in areas fundamental to a functional PFM system that promotes achievement of public policy objectives, improved performance, and institutionalized accountability. 2) The second component, Improving Conditions for Market Operation of the Corporate Sector, aims to support the restructuring and rightsizing of the State-Owned Enterprise (SOE) sector in Uzbekistan. 3) The third component, Improving Support Mechanisms for Reforms, aims to provide support to the newly established Economic Council, key regulatory agencies and other public sector agencies expected to be identified as critical for implementing market reforms during project implementation. 4) The fourth component, Project Management, aims to provide support to the overall implementation arrangements for the project.

Sub-Component 2.4. of the ICBP is related to the development of the Public-Private Partnership (PPP) sphere and states that two Project Preparation Facilities (PPFs) for Government of Uzbekistan (GOU) institutional capacity upgrading is allocated to bring strategic investments (divestments and PPPs) to the market. The PPF for PPPs is meant to fund consultancy and advisory services to prepare and develop PPP projects, advisory support for analyzing constraints to development of PPPs (‘PPP Support Activities’) and other activities directed to the capacity building and development of PPP in Uzbekistan. Project Implementation Unit (PIU) under the Ministry of Finance of the Republic of Uzbekistan (MOF) was created to implement the ICBP project and lead the process for the procurement of Consultants.

Aligned with the commitments outlined in the “Uzbekistan – 2030” strategy, which aim to strengthen the legal framework and institutional capacity in the country, promote effective governance, and transparency in PPPs, several initiatives are currently underway to support legal reforms and private sector engagement. These efforts include developing robust legal mechanisms, streamlining regulatory frameworks for PPP projects, and providing advisory support for the implementation of infrastructure and service delivery projects.

Therefore, by using the ICBP loans PPPD is seeking to procure the services of an experienced Local Legal Consultant to carry out legal support within the framework of PPP projects and activities aimed at improving the legislation in the field of PPP.

The Consultant will report to the PPP Department Management and work alongside the staff and other consultants of the PPPD. The objective of this TOR is to set out the Profile and Scope of Work for the Consultant.

1. CONSULTANT PROFILE

MOEF is looking for a Consultant with the following profile:

• Bachelor or Master-level degree in law, public administration or business administration or any related fields with a legal focus;
• At least 10 years of recent, focused and relevant professional experience in at least any of:
  • Legal legal support for  structuring and implementing Investment/PPP project, including contract negotiation;
  • Drafting and reviewing relevant legal documents of Investment/PPP project;
  • Drafting regulations, decrees, resolutions for public sector;
  • In-depth knowledge and practical application of national jurisdiction and legislation.
• Experience working with public sector institutions;
• Experience in coordination of multi-stakeholders of public investment management (PIM). Experience in policy and institutional element of PIM will be a distinct advantage.

Other requirements:

• Motivated, reactive, responsible, proactive, diplomatic individual with a sense of team-work and ability to work offline and online with other team members;
• Fluent in Uzbek/Russian and English, both written and spoken, ability to convey complex issues to senior management/audiences;
• Good level of proficiency in the use of Microsoft Excel and other Office applications.

1. SCOPE OF WORK

Throughout the process, the Consultant shall work under the supervision of the PPP Department Management, working in cooperation with other advisors, staff and consultants of PPP Department, and collaborate closely with other ministries, departments and agencies of the GOU.

Project responsibilities:

1. 1. Review legal aspect of all PPP project documents;
   2. Support in reviewing and drafting of legal documents related to the development PPP project (proposals from public partners, unsolicited proposals, pre-feasibility studies, project concept, project evaluation document, RFQ, RFP, PPP Agreement, Government Support Agreement, bid documents, terms of reference for advisors, consultants and etc.);
   3. Develop an institutional framework for Liquidity Fund and Viability Gap Fund (VGF) including the formulation of utilization rules, operational guidelines, and governance mechanisms.
   4. Draft implementing rules and regulations on alternative dispute resolution mechanism applicable to PPP projects aligning with international standards;
   5. Legal review, due diligence and analyze to ensure that PPP transactions are originated and structured taking into account the legal and regulatory framework;
   6. Identify gaps in current enabling regulation, law and policies and institutional framework and set out recommendations for addressing these gaps;
   7. Support drafting of PPP policies, regulations, rules, guidelines, templates, PPP publications, etc.;
   8. Listing the key Project related approvals, permits, and clearances required for the Project and allocating them among the relevant parties best capable of securing the approvals and clearances.
   9. Identification of any critical legal, regulatory and institutional risks along with a gap analysis and proposed risk mitigation measures for the implementation of the projects.
   10. Participate in discussions, meetings (online and offline), negotiations, hold meetings and workshops to discuss the implementation plans, bidding strategies, results of the PFSs, issues, progress of PPP projects, etc. among various stakeholders, including senior GOU officials, and prepare presentation and discussion materials as necessary;
   11. Keep up to date with the developments within the GoU legislation which may impact PPP projects from the legal point of view and report to the PPPD Management on relevant findings or issues;
   12. Prepare concise and actionable summaries on legal issues and providing them to the PPPD Management;
   13. Contribute to introduction of best international practices while working on projects;
   14. Assist in developing and refining PPP relevant processes, manuals, methodologies, templates, and other procedural documentation;
   15. Closely work with various stakeholders, including departments of the Ministry of Economy and Finance, in establishing PIM procedures.
   16. Assist in developing PPP, PIM and other relevant processes, manuals, methodologies, etc.
   17. Assist the GOU to synchronize PPP processes with public financial management and budgetary calendar/processes.
   18. Perform other tasks that may be reasonably assigned by the PPPD management in the context of this scope of work.

Business Development and Client management work

1. 1. Develop trustful relationships with public and private sector clients, multilateral development banks and within the GOU in line with relevant GOU and WB code of conduct;
   2. Actively assist the PPPD with daily communication with public and private sectors, multilateral development banks and Government stakeholders – facilitate meetings, report and consult with PPPD Management on material issues, follow up on requests to and from the private sector partners, multilateral development banks and Government stakeholders, respond to questions on legal aspects of projects after checking with PPPD Management;
   3. Assist to resolve issues regarding legal aspects of PPP projects.

1. MAIN DELIVERABLES AND LANGUAGE

The Consultant will be expected to demonstrate exceptional legal expertise and skills during PPP transactions, especially in supporting the projects, reviewing project documents, analysis and explanation of legal documents, and all the other legal aspects of PPP projects. It is the responsibility of the Consultant to be proactive and identify and execute any additional tasks that would be required in order to ensure the successful and timely delivery of GOU’s PPP projects.

The Consultant is required to produce a high-quality work product in accordance with best international practices. This means, among other things:

• All necessary documents, references, summaries etc. will be logically structured and clearly drafted in plain Uzbek/Russian language or English language;
• All deliverables shall be checked for spelling, cross referenced, consistency before handing them over to the PPPD Management.
• The Consultant is expected to prepare and submit periodic update reports in written format to the PPPD Management regarding their progress on assignments. The report will summarize progress on workflow items and deliverables, any constraints and remedial actions taken or proposed during the preceding period, as well as include timesheet for the preceding period and work-plan for next period.
• Upon completion of the provision of consulting services, the Consultant must prepare a Final Progress Report.

1. PAYMENT, INDICATIVE TIMELINE AND OTHER DETAILS

It is expected that a 24-month contract will be signed between the Ministry of Economy and Finance of the Republic of Uzbekistan and the Consultant. The remuneration for the activities described in these TORs will be in a monthly salary basis.

The Consultant will be based in Tashkent, Uzbekistan, carrying out their responsibilities from the PPPD’s office.