REQUEST FOR PROPOSALS FOR THE PROVISION OF PROFESSIONAL LEGAL AND CORPORATE SERVICES

Click here for full RFP

LAST DATE FOR RECEIPT OF CLARIFICATION QUESTIONS BY PSI : 12/16/2024

LAST DATE FOR RESPONSES BY PSI : 12/20/2024

RFP CLOSING DATE: 01/03/2025

PROPOSALS MAY BE DELIVERED BY EMAIL To : Ms. Arzo Kaderi

Akaderi@psi.org
Population Services International
1120 19th Street, NW, Suite 600
Washington, DC 20036

Introduction

PSI is a non-profit organization working to improve the health of poor and vulnerable people in developing countries.  PSI has an annual budget of $500+ million, offices in 40+ countries, and 3,000+ employees.  Country offices are supported by 200+ staff providing services in programmatic and administrative areas.  Collectively this group is referred to as “Global Services”, though most staff are based in Washington, D.C.  Global Services is divided into four “cones” which encompass over 20 departments.  For further information on PSI’s size, scope, structure, and strategy refer to www.psi.org.

RFP Scope Of Work

PSI is seeking legal counsel with experience in the following:

• Governance and entity type/registration in Ethiopia, specifically around income generating entities and private companies

Background

Population Services International (PSI) is a nonprofit corporation duly organized and existing under the laws of the State of North Carolina, United States of America.  It is exempt from United States taxation due to its status as a 501(c)(3) organization and is governed by an elected Board of Directors.  In 2007, PSI formed Prudence LLC with the purpose of owning and operating PSI’s property at 1120 19th Street NW, Washington DC.  PSI is the sole member and manager of Prudence LLC. 

PSI operates in over 40 countries through a network of different entities:

• Network Members (NMs): Financially and legally consolidated with PSI in the form of a Branch Office (with governance by PSI’s Global Board) or Local Affiliate (with oversight from a locally-convened Board that shares governance with the PSI Global Board)

• Commercial entities: Financially and legally consolidated with PSI and independently registered enterprises select country. These entities report into the Social Business Unit (SBU) within PSI and uphold the social mission of PSI through financially sustainable business models that are not or are minimally dependent on donor subsidy. Each ownership model for the in market commercial entities is different and aligns with local jurisdiction requirements.

• Prudence: The company through which PSI owns a building in Washington, DC.

In 2023, PSI made the decision to provide the Social Business Unit and its in-country entities more independence to grow as quickly as possible but without jeopardizing PSI’ tax-exempt status.  To achieve this objective, Viya Enterprises LLC was established as a U.S. Holding Company, of which PSI is the sole shareholder and member.  Additionally, Viya Health LLC was incorporated as an operating company owned by Viya Enterprises LLC.   As such, both Viya Enterprises LLC and Viya Health LLC inherit PSI’s 501(c)(3) status. 

In most countries, PSI is either registering a new entity under Viya Enterprise LLC to separate SBU activities from NGO activities, or transferring shares of an existing, already separate, entity from PSI to Viya Enterprise LLC.

In Ethiopia, however, the path forward is unclear. PSI has already separated its profit generating activities from its not-for-profit activities using an Income Generating Activity (IGA). From our understanding, the IGA is an extension of the NGO and cannot exist independently, meaning we cannot move only the profit generating functions under Viya Enterprises LLC. The IGA can continue to house the profit generating functions, but this will conflict with the proposed operational structure per the image above.

The selected vendor will be expected to:

 - Review PSI’s Income Generating Activities Ethiopia

• • Conduct a legal landscape in Ethiopia to determine the pros/cons of maintaining existing structure (ex. IGA affiliated with PSI) versus becoming a foreign subsidiary of Viya Enterprise. Please provide options and recommendations for the foreign subsidiary with a side by side comparison of the existing structure and the new entities in regards to:
    • Governance
    • Board of Directors needs
    • Tax structures
    • Legal requirements
    • Licenses and registrations

- Highlight recommended entity type and answer the following questions regarding the entity:

Deliverables for this scope of work include but are not limited to:

• A kickoff call with PSI
• A legal and tax memo for the entity registration, inclusive of information around the holding company
• Preparation of PSI’s New Entity Request Form (if a new entity registration is the selected route)
• Preparation and submission of the application to relevant agencies in Ethiopia
• A document and/or packet with a breakdown of the governance and filing requirements for the new entity

Bid Preparation

Bidders should submit their responses to this RFP to include:

1. Technical Proposal
2. Financial Proposal

A. Technical Proposal

Your proposal should provide basic information about your Company and relevant service offerings. It should have a section addressing each of the following areas:

• Company Profile
• Approach
• References

Responses should include the following information:

1. Company Profile

• Describe the Company on an overall basis, both nationally and internationally (if appropriate)
• Summarize the Company’s qualifications and experience of the activities described in the scope of work
• Provide a detailed track record of previous similar work undertaken

1. Approach

• Provide a description of the Company’s approach to the requested services
• Describe the Company’s experience dealing with legal landscape in Ethiopia
• Describe the Company’s capability to register a foundation for not-for-profit activities on behalf of foreign entity
• Describe the key personnel to be utilized on the engagement; indicate their degree of expertise and prior experience, which would be appropriate for the engagement;

1. References:

1. Submit a minimum of two (2) client references for similar work in Ethiopia
2. Provide any other information to demonstrate the Company’s capability in relation to the Scope of Work

B. Financial Proposal

Bidders pricing should be based on the following:

For Services performed during the Term, Consultant will be paid in accordance with the rates set forth in Annex 2 hereto [Annex 2 should list Consultant’s employees and their daily or hourly rates (and overhead or indirect rates, as appropriate)];

Bid Submission

All proposals must be in writing, in the English language, and manually signed and dated by an authorized employee of the Bidder. They may be emailed as shown on the RFQ cover page.

Proposals may not be altered, corrected or withdrawn after the Date of Receipt, except that PSI, at its sole discretion, may permit correction of arithmetic errors, transposition errors, or other clerical or minor mistakes, in cases in which PSI deems that both the mistake and the intended proposal can be established conclusively on the face of the proposal.  Other than the mistakes listed in the previous sentence, no mistakes alleged by a Bidder after the Date of Receipt will be permitted to be corrected.

Proposals must be valid for at least ninety (90) days from the Date of Receipt.