1. Background

The Horn Economic and Social Policy Institute (HESPI) has lease on a parcel of land in Addis Ababa, Lemi Kura Sub city, with an existing title deed and is negotiating a joint development arrangement with EMAROSH Engineering Plc., a Real Estate Firm based in Addis Ababa, Ethiopia. Under the joint development arrangement, EMAROSH will design, build and finance a mixed-use project jointly owned with HESPI which will transfer the lease and title deed to the developer.

HESPI therefore requires legal and technical services to ensure that: (a) the joint development project is legally sound; (b) the lease and title deed transfer/registration and related transaction obligations are compliant with Ethiopian law and Addis Ababa City Administration regulatory practices; and (c) Risks including ownership (loss of lease rights), encumbrances (a mortgage or other claim on property or assets) construction quality, delivery timelines, and legal disputes are soundly executed all along the joint development project period. To do so, HESPI is seeking for qualified legal and technical advisory services for a period of 2 years to guide contract preparations, legal and regulatory compliance, are secure land/property documentation, including due diligence, registration, and record-keeping.

2. Objectives

The objectives of the legal advisory service are to:

• Provide legal and technical advice and documentation support to HESPI for the joint development agreement with EMAROSH in a manner to secure and protect the Institute’s legitimate rights and priority interests.
• Support legal due diligence and transactions to transfer/endorse/regularize HESPI’s existing title deed (as legally required under the chosen structure) to secure project implementation and ownership rights.
• Provide a legal compliance checklist and support for approvals and registrations with competent authorities in Addis Ababa.
• Review and prepare legal instruments, contract clauses, submission documents to prevent disputes & ensure enforceability.

3. Scope of the services

3.1 Review of documents:

a) The submitted draft Joint Development Agreement

The legal and technical experts are required to review and interpret the provisions in the draft joint development document to ensure it protects the rights and interests of HESPI.

b) Ownership and Transfer documents and design

• • Architect Design and Plans preparation and execution
  • Title Deed, Lease and development rights transfer, and lease evaluation
  • Sale and Purchase Agreement
  • Practical Completion Notice and Handover certificate
  • Architect designs and plans
  • Lease Evaluation

3.2 The legal and Technical Consultants will support HESPI in ensuring that:

• The Institute gets its allocated built up area and other agreed shares
• Financing the project is materialized and the agreed Financial Matters and lease costs are addressed as per the agreement
• Title deed transfer, registration and property rights of HESPI are legally sound and technically feasible
• HESPI’s rights and interests are protected during construction completion and handover processes including the responsibility during defect liability period
• HESPI rights and interests are protected in case of Disputes Resolution and Force Majeure claims
• HESPI is legally and technically supported in unforeseen Termination due to Material Breach, insolvency or other reasons
• HESPI is supported in the post completion Property Management strategy development

3.3 Depending on the nature of the subject, the following legal supports are envisaged:

• Review of the draft Joint Development Agreement (JDA): This would require both legal and architectural lens and ensure that HESPI is entering into legally complaint deal structure, especially in regards to the government directive on Private Public Partnership (PPP). Before signing, ensure that HESPI’s interests and rights are legally protected in the JDA, and follow it up pre-, during and post construction
• Guided by HESPI, deal with the bureaucracy at the Addis Ababa Land Administration Authority, documents authentication (Notary Office) authority, Kebele 05 or Lemikura sub city administration/land administration, or any other government entity.
• On lease and ownership security for HESPI, the consultants will evaluate and confirm the status and terms of HESPI’s Lease and Title deed Transfer Arrangements; i.e., ensure that the JDA retains or enhances HESPI’s ownership rights and the Title Deed Transfer is planned at legally sound time with proper due diligence followed and lawful transfer realized
• On fairness of the Resources sharing arrangement, the consultant is to review and advice that confirm that the resources sharing definition and arrangement (office spaces, parking, and green areas) in regards to the Government PPP practices and current lease market are faire.
• On definition and segregation of the rights and responsibilities of the parties, the consultants shall ensure that detail rights and responsibilities of the parties pre-, during, and post-construction are included and well-differentiated
• On the construction scope and quality, the consultants will make sure that the planned scope of construction, the expected quality and compliance requirements are properly outlined. They will support HESPI with independent construction supervision
• On disputes management, the consultants will ensure inclusion of dispute resolution mechanisms, strong arbitration clauses are included in the JDA and legally support HESPI in such eventualities.
• On project delivery timeline, the consultants will make sure that Realistic and fixed building finishing time is set and abided by, especially in anticipation of making office space available for HESPI as planned. As required, they will also ensure the inclusion of arrangements for performance guarantees for financing and delivery

4. Terms of engagement

This will be a minimum of two-year engagement as the building construction is estimated to take that long. In fact, most of the activities will be done in the first 3-6 months where the JDA is to be signed, title deed transfer is to be made. These activities will require frequent engagement. However, thereafter, the lawyer will engage when legal and technical issues emerge.

5) Deliverables

• A comprehensive written comment on the draft Joint Development Agreement
• Review reports on: Title Deed, Lease and development rights transfer; Architect designs and plans; Lease Evaluation; Sale and Purchase Agreement; Practical Completion Notice; and Handover Certificate
• Deal with parties and protect the interest and rights of HESPI, especially with the developer, designated and mandated government entities, any other involving party.
• Final Legal Completion Report showing summary of completed legal actions, ;legal services provided and outstanding matters and next steps (if any after 2 years of construction period)

6) Method of Work / Reporting

• Kick-off meeting with HESPI and document collection. The legal and technical advisors should be able to access the Title Deed, parcel details (map, boundaries, lot number, size, coordinates, minutes of the land allocation, clearance from ownership claimants and other authorization and technical documents; HESPI registration document, any design concept or outputs, any survey document, TIN, etc.)
• Working sessions for drafting and critical review and submission of documents
• Authority follow-up and coordination
• Periodic progress updates or reporting (weekly or bi-weekly during critical phases).
• Provide drafts in English and/or Amharic as required by HESPI.

7)Minimum Qualification of the Legal and Technical Service Provider

• Minimum of LLM degree in Law, Architecture , MBA or other related field
• Deep understanding of Ethiopia’s legal practice and has qualification/registration with proven experience Real Estate Joint Development Arrangements, Real Estate Finance, Real Estate Investment,
• Practical experience on legal requirements of land/property Title Deed registration/ regularization in the Addis Ababa city or elsewhere in Ethiopia
• Hands-on experience in legally demanding contracts drafting or reviewing for construction/design -and-build projects of medium to bigger size
• Demonstrable experience in construction contracting/legal compliance
• Experience on areas of urban land administration, joint venture business deal, and construction law of Ethiopia, etc.

Interested applicants can send their financial offer @ daniel.fantaye@hespi.org up to end of June 2026.