Level of Effort (days):
Deliverable-based
Period of Performance:
3 months
Country(s) of Performance:
Iraq
Activity:
Sustainable Adaptation for Healthcare Advancement in the MENA Region (SAHA)
Background
The Middle East and North Africa (MENA) region is one of the most climate-vulnerable areas globally. The region has experienced a warming trend of 1-2°C in the last century and is projected to witness more frequent and severe extreme weather events as a result of anticipated shifts in the region’s climatic patterns. The health burden of climate change is significantly understudied across the MENA region. However, changing temperature and precipitation patterns related to climate change have broad effects on these countries, threatening agriculture, food and water security, and overall human health and well-being.
To answer these challenges, Pathfinder is working with a range of stakeholders to develop a comprehensive programme aimed at reducing the impact of climate change on the health sector in five target countries: Oman, Egypt, Jordan, Lebanon, and Iraq.
The Sustainable Adaptation for Healthcare Advancement in the MENA Region (SAHA) program will address the root causes and barriers that contribute to and exacerbate climate and health challenges in the region, including 1) insufficient information on climate change’s impact on disease burden and health, 2) strained administrative capacity, 3) limited capacity of healthcare workers, 4) limited private sector investment and financial resources, 5) barriers to healthcare access, and 6) gender inequity. The programme proposal will be submitted to the Green Climate Fund (GCF) under the Project Specific Assessment Approach (PSAA) mechanism.
The overarching aim of the SAHA programme is to enhance the climate resilience of healthcare systems and health-related community practices in 200 health facilities and their catchment areas across 14 districts/regions in the target countries. The SAHA programme will use a gender-responsive, community-based approach to integrate cross-sectoral issues that contribute to adverse climate-health outcomes, including climate-health information and warnings, agriculture, food and water security, and energy access. By doing so, SAHA increases the potential for substantial and sustained climate change mitigation and adaptation action in the health sector.
The program goal has four outcomes:
1. Climate-Informed Health Early Warning Systems are widely available and used to monitor and address the health impacts of climate hazards locally and regionally.
2. Health facility staff are able to anticipate and respond to climate risks to health and have increased adaptive capacity to maintain climate-resilient health facilities.
3. Health facilities and infrastructure are more resilient, sustainable, and prepared for climate risks.
4. Multisectoral community initiatives improve climate-sensitive health outcomes and inspire agents of change.
Primary Objectives of the Consultancy
Pathfinder is seeking the services of qualified and experienced consultants to support Pathfinder in conducting legal due diligence for the SAHA program Funding Proposal to be submitted to the Green Climate Fund (GCF). The consultant will assess country-specific legal considerations in Iraq to identify regulatory requirements, legal risks, and potential implementation constraints. Pathfinder may engage multiple consultants to deliver the services described in these Terms of Reference.
The due diligence will address relevant legal frameworks and will assess legal and permitting feasibility of the interventions in the pre-selected countries and areas, institutional mandates, contractual and compliance considerations, and legal risks throughout the lifecycle of the project, including but not limited to those related to international obligations such as UN sanctions in Iraq, the Convention on the Elimination of All Forms of Discrimination against Women, the Convention on the Rights of the Child, IOM International migration law, ILO Labor Conventions, & Recommendations, Convention on Biological Diversity 1993, International Treaty on Plant Genetic Resources for Food and Agriculture 2004, signatory status to the Declaration of Astana (2018), etc. The consultant will be also responsible for preparing the GCF Annex 9: Legal Due Diligence Report in full, ensuring it meets GCF standards and addresses all country-specific legal requirements relevant to programme implementation. The consultant will also provide review of the other ANNEXES and on the FP documents for what concerns legal aspects, and will provide ad-hoc inputs on ancillary legal matters related to the GCF proposal as required from time to time by Pathfinder
Scope of Work
The consultant will support Pathfinder in assessing the legal, regulatory and permitting landscape relevant to the implementation of the SAHA program in Iraq. This includes outlining the legal frameworks underpinning the proposed interventions in the selected countries and areas, permitting requirements, and assessment of potential legal risks, barriers, and obligations that could affect project implementation, operation, funding, partnership arrangements, as well as requirements for compliance with national and international legal frameworks.
The scope will also include a targeted assessment of international sanctions (particularly UN sanctions in Iraq), and how these may impact the financial structuring or operational delivery of the programme. The findings will directly inform the feasibility study, risk assessment as well as the preparation of GCF Annex 9: Legal Due Diligence Report and contribute to institutional, financial, and operational design components of the Funding Proposal.
The selected consultant will work closely with Pathfinder’s project team and relevant stakeholders. The consultant will be required to coordinate and interface closely with other consultants, such as those leading the other specialistic studies and/or drafting the Financing Proposal (FP), to provide inputs from its deliverables and to ensure coherence of approach, alignment, and avoidance of duplication across activities. The consultant will also be required to interface with external stakeholders as required by the client.
Detailed Tasks
Guided by the draft concept note, existing programme documentation, GCF guidelines, and inputs from Pathfinder staff and other consultants, the selected consultants are expected to complete the following tasks:
1. Legal and Regulatory Mapping
• Conduct high level review of relevant national laws, policies, permits and regulations Iraq related to public health (including but not limited to procurement), climate change, gender, environmental protection, pollution prevention, resource efficiency and waste management, labor, public consultation/ community engagement, and construction, solar PV, and international development cooperation.
• Identify any major governmental approvals, licensing requirements, foreign exchange controls, or tax considerations that could materially affect implementation or the movement of funds.
• Identify authorities and mandates of institutions expected to implement, support or interface with the SAHA program.
2. Sanctions Risk Analysis
• Conduct an assessment of the legal implications of UN and other international sanctions applicable in Iraq.
• Advise on potential impacts on fund flow, gender issues, choice of sites and interventions, procurement, and implementation modalities.
3. Assessment of Program Compatibility with National Legal Frameworks and local legislation in the pre-selected areas of interventions.
• Evaluate whether the SAHA programme’s proposed interventions in the pre-selected areas are permissible under current national laws as well as under the local laws and/or whether any legal approvals, exemptions, or policy changes may be required.
• Identify permitting requirements for the defined set of interventions in the pre-selected areas.
4. Institutional and Contractual Considerations
• Identify legal considerations related to the selection and engagement of national and regional implementing partners, including contractual and liability risks.
• Provide a high-level review of the legal status and contracting capacity of the key implementing partners (including executing entities, if applicable), including their authority to receive and manage international funds, and any other financial, tax or regulatory implications for the legal structure being used to implement the project.
• Review existing frameworks or precedents for fund management, procurement, and execution under international donor-funded programmes (if required).
• Highlight any applicable rules requiring international funding to be channeled through governmental bodies.
5. Other Legal Considerations
o Identify any potential issues with recognition and enforceability of foreign arbitral awards in the host country.
o Identify any other legal risks or considerations that could impact implementation throughout the program lifecycle in the relevant countries.
Recommendations and Mitigation Measures
• Propose mitigation measures to address the risks identified above, and/or required actions to ensure full legal compliance and operational feasibility.
6. Preparation of Legal Due Diligence Report (GCF Annex 9)
• Draft the Legal Due Diligence Report in accordance with GCF guidance, ensuring clarity, completeness, and accuracy across all five countries.
• Provide supporting documentation and references for validation by Pathfinder and its partners.
Deliverables & Outputs
1. Legal Due Diligence Report (GCF Annex 9): A comprehensive report covering country-specific legal assessments for Iraq, addressing relevant laws, regulatory requirements, institutional mandates, and any legal risks or constraints to program implementation. The report will have to include a Sanctions Risk Analysis Note, i.e., a focused memorandum outlining the legal and programme implications of UN and other relevant international sanctions in Iraq (this should also consider gender-related and public consultation issues), with proposed mitigation measures.
2. Legal Compliance Matrix: A summary matrix mapping legal and regulatory requirements across Iraq, including required approvals, licenses, or exemptions (if applicable), and responsible authorities.
3. List of Legal Risks and Mitigation Measures: A concise list of identified legal risks related to programme execution (this should also consider gender-related and public consultation issues), along with actionable recommendations for Pathfinder and its partners.
4. Annexed References and Supporting Documents: Copies or citations of key national legal texts, policy documents, and institutional frameworks referenced in the analysis.
The above description is indicative, and the final structure and content of the deliverables is to be finalized with and validated by the client.
Skills
Required Skills, Qualifications & Experience
• Minimum 10 years of professional experience in legal advisory or due diligence for development, climate finance, or humanitarian programs.
• Demonstrated expertise in researching, reviewing, and interpreting national legal and regulatory frameworks related to health, environment, and public sector governance. Experience in legal and/or policy research around climate will be an advantage.
• Experience assessing legal implications of international sanctions of producing conflict assessments, particularly in Iraq, will be a distinct advantage.
• Prior experience supporting legal due diligence for the Green Climate Fund (GCF) or similar international climate finance institutions and/or development banks.
• Experience advising on legal aspects of implementation arrangements and institutional roles in Iraq.
• Ability to identify country-specific regulatory approvals, licensing, or institutional requirements that may affect program implementation.
• Experience assessing legal considerations relevant to international fund flows, contracting arrangements, and enforceability of agreements.
• Excellent ability to synthesize complex legal information into clear, actionable reports and recommendations.
• Excellent written and spoken English; proficiency in Arabic is desirable.
• Familiarity and experience with legal systems and institutional contexts in one of the target countries-Iraq, will be required, with more than one country familiarity and/or experience being a distinct advantage.
• Familiarity and experience with legal requirements and institutional contexts of one of the target sectors among health, water and energy (in order of priority) will be required, with more than one sector familiarity and/or experience being a distinct advantage.