Legal Due Diligence Consultant - (MENA)
: Job Details :

Request for Proposal (RFP)

Solicitation Number: CSLT SAHA**â**FY25â01

CONSULTANCY OPPORTUNITIES (MENA)

Issued on: July 28, 2025

Deadline: August 15, 2025

Executive Summary

This document presents the Terms of Reference for a series of consultancy positions supporting the development of Pathfinder International's Funding Proposal to the Green Climate Fund (GCF) for the SAHA Programme. These consultancies will provide expertise across critical thematic areas – ranging from environmental and social safeguards to financial structuring – to ensure the programme is technically robust, gender-responsive, and implementation-ready. The SAHA programme aims to enhance the climate resilience of healthcare systems across Oman, Egypt, Jordan, Lebanon, and Iraq by addressing climate-health risks, strengthening institutional capacity, and promoting inclusive, sustainable approaches.

Position Title:

Legal Due Diligence Consultant

Level of Effort (days):

Deliverable-based

Period of Performance:

3 months

Country(s) of Performance:

âMultiple Countries in the MENA

Supervisor:

Pathfinder Project Lead

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) programme 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 programme goal has four outcomes:

Climate-Informed Health Early Warning Systems are widely available and used to monitor and address the health impacts of climate hazards locally and regionally.

Health facility staff are able to anticipate and respond to climate risks to healthand have increased adaptive capacity to maintain climate-resilient health facilities.

Health facilities and infrastructure are more resilient, sustainable, and prepared for climate risks.

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 programme Funding Proposal to be submitted to the Green Climate Fund (GCF). The consultant will assess country-specific legal considerations across the five target countries—Oman, Egypt, Jordan, Lebanon, and Iraq—to identify regulatory requirements, legal risks, and potential implementation constraints.

The due diligence will address relevant legal frameworks and will assess legal 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 and Lebanon. 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.

Scope of Work

The consultant will support Pathfinder in assessing the legal and regulatory landscape relevant to the implementation of the SAHA programme across Oman, Egypt, Jordan, Lebanon, and 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 execution, 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 Lebanon and Iraq), and how these may impact the financial structuring or operational delivery of the programme. The findings will directly inform the feasilbity 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:

Legal and Regulatory Mapping

• Review relevant national laws, policies, and regulations in the five countries related to public health, climate change, environmental protection, and international development cooperation.
• Identify authorities and mandates of institutions expected to implement, support or interface with the SAHA programme.

Sanctions Risk Analysis

• Assess the legal implications of UN and other international sanctions applicable, namely in Lebanon and Iraq.
• Advise on potential impacts on fund flow, choice of sites and interventions, procurement, and implementation modalities.

Assessment of Programme Compatibilitywith 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.

Institutional and Contractual Considerations

• Identify legal considerations related to the selection and engagement of national and regional implementing partners, including contractual and liability risks.
• Review existing frameworks or precedents for fund management, procurement, and execution under international donor-funded programmes (if required).

Recommendations and Mitigation Measures

• Identify legal risks throughout the program lifecycle and propose mitigation measures or required actions to ensure full legal compliance and operational feasibility.

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

Legal Due Diligence Report (GCF Annex 9):A comprehensive report covering country-specific legal assessments for Oman, Egypt, Jordan, Lebanon, and Iraq, addressing relevant laws, regulatory requirements, institutional mandates, and any legal risks or constraints to programme 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 and Lebanon, with proposed mitigation measures.

Legal Compliance Matrix:A summary matrix mapping legal and regulatory requirements across the five countries, including required approvals, licenses, or exemptions (if applicable), and responsible authorities.

List of Legal Risks and Mitigation Measures:A concise list of identified legal risks related to programme execution, along with actionable recommendations for Pathfinder and its partners.

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.

Required Skills, Qualifications & Experience

• Minimum10 years of professional experiencein legal advisory or due diligence for development, climate finance, or humanitarian programmes.
• Demonstrated expertise in researching, reviewing and interpreting national legal and regulatory frameworks related to climate, health, and public sector governance.
• Experience assessing legal implications of international sanctions of producing conflict assessments, particularly in the MENA region, including Lebanon and 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 fund structuring, implementation arrangements, and institutional roles in multi-country programmes.
• 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 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.

How to apply

Guidelines and Instructions

Interested candidates are requested to submit Curriculum Vitaes (CVs), including your daily rate to ...@pathfinder.org byAugust 15, 2025.Additionally, kindly visit Pathfinder's Consultant Database, and complete the Pathfinder Consultant Application Form atCareers - Pathfinder International

Consultants who are shortlisted, may be invited for short interviews prior to engagement on a particular Terms of Reference.

Inquiries

If you have any questions/inquiries, please e-mail ...@pathfinder.org no later than close of businessAugust 5, 2025

Deadline

All submissions must be received by Pathfinder no later than 11:59 PM for electronic submission (Washington, D.C. time) onAugust 15, 2025.

Please email information directly to: ...@pathfinder.org

Agreement

Any resulting contract will be subject to terms and conditions.

Thank you,

Procurement Department

Pathfinder International

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