SOL-SF1449_PWS.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

1. REQUISITION NUMBER PAGE 1 OF

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE

DATE

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INFORMATION CALL:

a. NAME b. TELEPHONE NUMBER (No collect calls)

8. OFFER DUE DATE/

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9. ISSUED BY

13b. RATING

14. METHOD OF SOLICITATION

CODE

15. DELIVER TO 16. ADMINISTERED BY CODE

18a. PAYMENT WILL BE MADE BY CODE17a. CONTRACTOR/

OFFEROR

CODE

FACILITY

CODE

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17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN

OFFER

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK

BELOW IS CHECKED

RFQ IFB RFP

SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

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QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

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DATED . . YOUR OFFER ON SOLICITATION

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

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31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

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AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

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RATED ORDER UNDER

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SET ASIDE: % FOR:

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TION UNLESS BLOCK IS

MARKED

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ARE ARE NOT ATTACHED

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27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

8 (A)

EDWOSB

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SMALL BUSINESS

1131PL-17-R-DM21127

Angela M. Williams 703.875.4357

1131PL 100

See Block 9

1131PL

See Block 9

U.S. Trade and Development Agency Finance Office invoices@ustda.gov

Egypt Oil and Gas Definitional Mission

DUNS:

Cage Code:

GARTH A. HIBBERT

541690

$15M

See Block 31c 04/28/2017

05/12/2017 12:00 Noon

1131PL

U.S. Trade and Development Agency Office of Acquisition Management 1000 Wilson Blvd., Suite 1600 Arlington, VA 22209-3901

1131PL

SECTION D – ANY CONTRACT DOCUMENTS, EXHIBITS OR ATTACHMENTS

D.1. PERFORMANCE WORK STATEMENT (PWS)

“DEFINITIONAL MISSION” FOR EGYPT OIL & GAS OPPORTUNITIES: DEFINITIONAL

MISSION

D.1.1. OVERVIEW

The U.S. Trade and Development Agency (USTDA) is a foreign assistance agency that delivers its program commitments through grants and contracts. The projects supported by USTDA activities represent strong and measurable development priorities in the host country and offer opportunities for the sale of U.S. goods and services. Requests for USTDA assistance are made by either public or private sector project sponsors for implementation in developing and middle income countries.

D.1.2. SCOPE OF WORK

USTDA requires services under this non-personal services Contract to support or improve its decision-making relative to the funding of an activity in a developing or middle-income country.

The Contractor shall provide a report (a “Business Confidential Analysis and Recommendation”) to USTDA, which will:

Assess and provide a recommendation on whether USTDA should provide funding for the proposed feasibility study(ies), technical assistance, pilot project(s), or other activity(ies), hereinafter referred to as “activity(ies)”;

Develop terms of reference and budgets for at least two (2) activities in Egypt for USTDA funding consideration (If Contractor is having difficulty meeting this requirement, the

Contractor must discuss the findings of the mission with the Contracting Officer’s

Representative (COR) in advance of writing the draft Final Report);

Provide supporting analysis for the recommendation on the activity in a final report

(“Final Report”) that analyzes all the relevant issues; and

Assess any alternative activity(ies) which the Contractor sees as viable options for

USTDA consideration.

In addition, the Contractor shall assess the potential of the relevant market sector in the host country for U.S. suppliers of goods and services in a Public Market Report suitable for public distribution.

D.1.3. USTDA FUNDING CRITERIA

The Contractor’s recommendations shall be based upon USTDA funding criteria, which are that the Project(s) must: (1) be likely to receive implementation financing, (2) have a procurement process that provides “equal access” to U.S. companies; (3) represent an opportunity for sales of

U.S. goods and services that is many times greater than the initial investment of USTDA assistance; (4) be a development priority of the Project sponsor and host country where the

Egypt Oil and Gas Definitional Mission Solicitation No.: 1131PL-17-R-DM21127

Project is located and have the endorsement of the U.S. Embassy in that host country, and (5) involve U.S. companies that are facing market entry problems and/or strong competition from foreign companies which often receive subsidies and other support from their governments.

The Contractor shall travel to Egypt to assess the viability of a potential re-refining of a waste lube-oil opportunity with El Sewedy Electric (“El Sewedy”) and also identify and evaluate additional potential refinery modernization projects. The Contractor shall meet with El Sewedy and other prospective grantees, and shall consult with U.S. companies interested in the oil and gas sector in Egypt. The full funding recommendations would include Terms of References

(“TOR”) and budgets for at least two (2) grant activities that would advance economic development, as well as U.S. commercial interests in Egypt. The Contractor shall utilitize at least one Arabic-speaking oil and gas specialist with experience developing infrastructure in this region. In performing the DM, the Contractor shall undertake the following tasks, among others:

1. Meet with RD Kress, CM Chon, and the USTDA’s Office of Program Monitoring and

Evaluation (OPME) team to discuss DM objectives and execution strategy;

2. Contact and/or meet with relevant U.S. companies to discuss their interest in oil and gas sector opportunities in Egypt;

3. Contact and/or meet with potential financing entities;

4. Travel to Egypt for at least ten (10) business days to meet with El Sewedy and other relevant officials from potential project sponsors involved in the oil and gas sector;

5. Examine the financial viability, likely sources of implementation financing, U.S. export potential, foreign competition, and environmental impact related to each recommended

USTDA activity;

6. Conduct a climate resilience screening for each recommended USTDA activity;

7. Develop Terms of References and budgets for at least two (2) USTDA grant activities, one of which will be a re-refining of waste lube oil opportunity with El Sewedy; and

8. Provide a full analysis and recommendations to USTDA in a Final Report.

D.1.4. CLIMATE RESILIENCE SCREENING

Per Executive Order (EO) 13677, USTDA is required to consider climate resilience in its international development work. The Agency has determined that in order to be compliant with the EO, climate resilience screenings must be conducted at the project scoping stage for all feasibility studies (FS) and technical assistance (TA) activities. Accordingly, the Contractor shall conduct a climate resilience screening utilizing the guidance provided in Attachment IX.

Categorical exclusions to climate resilience screening include: all Global Procurement Initiative activities, all de minimis training grants, and all International Business Partnership Programs (i.e.

reverse trade missions, conferences, and workshops). Activities that fall into the categorical exclusions do not need to undergo a climate resilience screening.

D.1.5. PROJECT PROFILE

The oil and gas industry has been fundamental to Egypt's energy sector. Oil and gas supply the vast majority of the country’s fuel and electricity needs and are considered important assets to the country’s economy. Hydrocarbons in particular have been vital to Egypt’s energy sector, Egypt Oil and Gas Definitional Mission representing approximately 16% of Egypt’s GDP. At the end of 2015, hydrocarbon reserves accounted for 3.5 billion barrels of oil and 65.2 trillion cubic feet (tcf) of natural gas.

In the past, Egypt has maintained a sizeable petroleum export market. However, more recently, the country has been subjected to external pressures that have affected its production capacity.

In consequence, this has led to Egypt’s shift as a net exporter to a net importer. In an effort to reverse this trend, the Egyptian Government is seeking to modernize several of its refineries.

Egypt currently has the largest refining capacity in Africa. Of the nine refineries, eight of them are operated by the Egyptian General Petroleum Corporation (“EGPC”). And although these refineries have the capacity to produce significant output, they are underutilized and currently unable to meet the growing domestic demand for petroleum products. The consumption of crude oil has increased by an average of 3% annually over the past ten years, but refinery output has declined by 29% from 2009-2013. This is in large part due to aging infrastructure. Recognizing the benefits of increasing production capacity, the Egyptian Government seeks to boost annual fuel output by modernizing several existing refineries so that they remain commercially viable and are able to meet local demand.

Modernization of Refineries

The Contractor shall travel to Egypt to investigate potential refinery modernization projects. The

MENA/EE regional team has had ongoing discussions with U.S. Commercial Service staff in

Cairo and has determined that a DM is necessary to help identify and refine project ideas proposed by the Egyptian Government in the petroleum sector. In the last three years, the

Egyptian Government signed 53 agreements with minimum investments of roughly $2.9 billion and a total of $432 million in signing bonuses for the drilling of 228 wells. More recently in

May 2016, a new international bidding round was announced, including for the drilling of 11 blocks at the Gulf of Suez and in the Western Desert. The Contractor shall consult with principal actors and stakeholders, interested U.S.-based parties, and other resources to assess near and medium-term prospective projects related to the oil and gas sector for USTDA funding consideration.

Re-refining of Waste Lube Oils

In addition, the Contractor shall assess the technical and economic feasibility of a waste lube oil opportunity that has been developed and proposed by El Sewedy Electric Company (“El

Sewedy”). El Sewedy, which is a major Egyptian energy and electric cable corporation, has identified a potential business opportunity in the waste lube oil subsector. Lubricating oils used in motor vehicle engines typically have to be replaced approximately every 1,000 to 3,000 miles.

In Egypt, much of the used oil is disposed of in an inefficient and environmentally unfriendly manner. A waste lube oil re-refining plant would reduce this waste through a process of oil purification, which separates and eliminates unwanted additives and ultimately creates a reusable oil product that meets international standards.

El Sewedy, the proposed grantee, is seeking USTDA funding assistance to evaluate the potential for the collection and re-refining of waste lube oils. This includes developing a waste lube oil

Egypt Oil and Gas Definitional Mission collection system and potentially building and operating a re-refining plant that would recycle and refine used motor lubricating oil, turning it into usable oil products. Currently, Egypt has a small-scale waste lube oil re-refining facility in Alexandria, which is owned and operated by the

Alexandria Petroleum Company (“APC”). APC is a petroleum refinery company and a subsidiary of EGPC that engages in producing and exporting petroleum products in Egypt. APC started its operations in 1954 and offers a wide range of petroleum products, including lube oil complex products. El Sewedy seeks to increase the production capacity at APC’s facilities and/or to develop its own production facility.

The Contractor shall assess the viability of the waste lube-oil proposal and shall work with El

Sewedy to further develop the TOR and budget. USTDA regional staff met with El Sewedy’s senior executives during a recent trip and believe that the company has the potential to be a strong partner to USTDA.

D.1.6. METHODOLOGY:

In the course of carrying out this Definitional Mission, the Contractor must take the following steps:

D.1.6.1. Upon award, the Contractor shall be required to sign a Non-Disclosure Agreement to the extent that the work under this Contract requires that the Contractor be given access to confidential information or proprietary data from the Government or other companies. After signing the Non-Disclosure Agreement, the Contractor shall contact USTDA’s COR to schedule a meeting or call to discuss details of the Contract assignment. The COR shall provide the

Contractor with names and addresses of the potential project sponsor(s), other pertinent entities to contact in the United States and overseas, and any other relevant details or proposals that may impact the design and/or evaluation of the proposed activity(ies).

After reviewing these materials, contact the COR at (703) 875-4357 to discuss initial observations and raise any questions or concerns about the proposal and the Project. At this time, USTDA will provide the Contractor with additional guidance on the Agency’s requirements for the preparation of TOR and budget.

D.1.6.2. PRE-VISIT REPORT

No less than (one week) prior to departure to the host country, the Contractor shall provide the

Contracting Officer (CO) and the COR a pre-visit written report containing (i) the proposed schedule or itinerary; (ii) preliminary strategies or findings on viability of the project(s); (iii) financing options; (iv) U.S. company interest in the project(s) and information about the sector in the host country, in general; (v) summaries of proposed activity(ies) for USTDA’s funding consideration to support the project(s) identified; (vi) a list of contacts to be made during the visit; and (vii) a pre-visit checklist of issues, information and questions to be utilized during the visit. The Contractor shall include in the pre-visit report a preliminary version of Attachment X

(in Excel format), which will provide substantive comments on U.S. company interest in the project(s) and in the host country in general.

Egypt Oil and Gas Definitional Mission

D.1.6.3. COMMUNICATION WITH U.S. EMBASSY/CONSULATE IN HOST

COUNTRY

USTDA will advise the U.S. Embassy and/or Consulate(s) in the host country of the Contractor’s proposed travel itinerary no later than one week prior to departure and request that the

Commercial and/or Economic Section(s) of the Embassy and/or Consulate(s) provide the

Contractor with names and addresses of appropriate host country officials with whom to meet.

D.1.6.4. CONTRACTOR’S HOST COUNTRY TRAVEL

The Contractor shall travel to the host country to meet with relevant project officials and with the

U.S. Embassy and/or Consulate(s). The Contractor shall contact the Commercial and/or

Economic Section(s) upon arrival and prior to departure for briefing and debriefing meetings. It is the Contractor’s primary responsibility to arrange all meetings. The Commercial or Economic

Section staff may be able to assist the Contractor in arranging some initial meetings with host country officials. The Contractor is also responsible for arranging its own logistics for the visit.

For example, hotel accommodations, transportation, and interpretation services. In some instances the USTDA Contractor may find it useful to purchase the Gold Key or Business

Facilitation Services offered at the U.S. Embassy or Consulate. In some cases, the Contractor may need to contract with a local entity to assist with trip logistics and/or for interpretation services. However, substantive technical work may not be subcontracted to local entities.

Contractor’s travel shall commence within 30 days of contract award, unless otherwise agreed to in writing by the COR.

D.1.6.5. CONTACTS

The Contractor shall submit a list of individuals contacted during the DM, with their addresses, phone and fax numbers, e-mail addresses, and a substantive summary of key comments that support the Contractor's recommendations. The list shall be submitted in Excel format according to the specifications outlined in Attachment IX.

D.1.6.6. DEFINITIONAL MISSION TIPS

The Contractor is encouraged to review the Definitional Mission tips on USTDA’s website via the following link to better understand USTDA’s expectations for this Definitional Mission:

https://www.ustda.gov/business-opportunities/small-business-info/dm-proposal-tips

D.1.7. CONTRACTOR INTERIM STATUS REPORTING AND DELIVERABLES

The Contractor shall provide verbal updates to the COR on a regular basis. The deliverables may also take the form of information, advice, opinions, alternatives, analyses, evaluations, recommendations, interim and DM Final Reports, or other oral or written work products needed for successful performance. The Contractor shall respond in a timely manner to reasonable requests for updates and information from the COR.

https://www.ustda.gov/business-opportunities/small-business-info/dm-proposal-tips

D.1.7.1. DELIVERABLES:

The Contractor shall review the proposal and provide to USTDA a Final Report, including the following two separate electronic volume(s) to USTDA:

(a) One Business Confidential Analysis and Recommendation. The Business Confidential

Analysis and Recommendation must conform to the outline found in Attachment I and provide the requested information and analysis, unless otherwise agreed to in writing by

USTDA. The Final Report shall also include a complete description of the mission detailing the following: (1) all projects reviewed during the course of the mission; (2) summaries of all meetings held prior to and during the mission, including a list of all persons attending the meetings and their contact information; and, (3) a brief explanation for any activity(ies) or project(s) that were reviewed and were not recommended for

USTDA funding.

(b) One Public Market Report. The Public Market Report must conform to the outline found in Attachment II and, unless otherwise agreed to in writing by USTDA, provide the requested information and analysis in sufficient detail to be useful to prospective U.S.

equipment and service providers. USTDA anticipates that much of this information will also form a part of the Business Confidential Analysis and Recommendation. However, as this report may be widely distributed by USTDA, it must not contain any confidential information.

Note that USTDA may publish the Contractor’s Public Market Report on its website and/or in other media. Contractor shall ensure that Public Market Report is suitable for publication.

The Contractor shall submit all deliverables under this Contract to the COR on or about ten (10) business days after completion of travel to the host country.

D.1.7.2. FINAL REPORT

The Contractor shall provide the report in draft form electronically to USTDA for COR review within ten (10) business days after completion of the overseas visit. The report should be clearly marked “Draft” on the cover. To the maximum extent practicable, the COR will provide feedback to the Contractor within 20 working days after receipt of the draft report.

The Contractor shall submit a DM Final Report that includes a complete description of the mission detailing the following: (1) all projects reviewed during the course of the mission; (2) summaries of all meetings held prior to and during the mission, including a list of all persons attending the meetings and their contact information; and, (3) a brief explanation for any activity(ies) or project(s) that were reviewed and were not recommended for USTDA funding.

The Final Report shall include the TOR and budget that the Contractor has developed in coordination with the Project sponsor and U.S. firm for each project. If it is anticipated that the

Final Report cannot be provided within two (2) weeks following travel to the host country, the

Egypt Oil and Gas Definitional Mission

Contractor shall immediately contact the COR to discuss the reasons for the delay. The COR may also request the Contractor to provide portions of the Final Report before the submission of the entire Final Report.

The Final Report shall incorporate all mutually agreed upon material. It shall be grammatically and factually correct in all respects, internally consistent, and all statements and tables shall be clear and easily understood by a competent reader, and contain no typographical errors. Upon direction from the COR, the Contractor shall submit electronic copy of Final Report(s) to

USTDA. No hardcopy submissions will be accepted. All reports must be paginated, clearly labeled, and submitted electronically in Adobe PDF format to USTDA vai the following email:

finalreports@ustda.gov

The email subject line must include the title of the definitional mission and the project number so that it is easily identifiable. The Public Market Report shall be submitted as a separate electronic document, subject to the same requirements as those noted above. Any copies of Project proposal materials must be returned to USTDA with the submission of the Final Report.

Upon government acceptance of the Final Report, the Contractor shall submit an invoice, to

USTDA.

D.1.8. PERIOD OF PERFORMANCE:

The Period of Performance for this Contract shall be nine (9) months from the date of the

Contracting Officer's signature on the Contract.

D.1.9. PLACE OF PERFORMANCE:

The places of performance shall be at the Contractor’s facility, with travel to Egypt.

D.1.10. QUALITY CONTROL AND PERFORMANCE ASSESSMENT:

D.1.10.1. Quality of Final Report:

The Final Report shall be grammatically and factually correct in all respects, internally consistent, and all statements and tables shall be clear and easily understood by a competent reader, and contain no typographical errors. The Contractor is responsible for quality control actions necessary to achieve quality in the delivery of the required services, which may include the services of a professional editor. The COR will reject a Final Report that does not conform in all respects to the Contract requirements, including but not limited to, the written quality of the

Final Report. The Contractor shall correct all deficiencies at no additional cost to the

Government.

D.1.10.2. Performance Assessment

1. Monitoring Performance. During the course of contract period, the COR will track

Contractor’s performance. At the end of the performance period, the COR will assess the

Contractor’s performance in accordance with FAR 42.15 and report to the Contracting

Officer for submission to the Contractor Performance Assessment Reporting System

(CPARS).

2. CPARS Assessment. The COR will consider all pertinent information during the preparation of the Contractor’s performance assessment. The Contractor will be afforded the opportunity to identify factual errors. The COR’s assessment is not subject to negotiation and the COR will not engage in discussions with the Contractor. Any errors identified by the

Contractor will be addressed by the Reviewing Official. A copy of the final performance assessment will be available in the Past Performance Information Retrieval System (PPIRS).

D.1.11. CONFIDENTIALITY:

The proposal of the U.S. firm is a proprietary document and should not be distributed without permission from USTDA and the U.S. firm. The Contractor shall treat any proposal and supporting information submitted by the U.S. firm as business confidential in its entirety, unless otherwise stated in writing by the U.S. firm. The Contractor shall not include any business confidential information in the Public Market Report and shall include the following confidentiality certification in the final invoice:

“I hereby certify that the Public Market Report contains no business confidential information.”

D.1.12. INTELLECTUAL PROPERTY:

This Contract is funded by the United States Government. All intellectual property generated and/or delivered pursuant to this Statement of Work shall be subject to appropriate federal acquisition regulations which entitle the Government to unlimited rights to technical data developed exclusively with Government funds. The Government may: (1) use; (2) disclose; (3) reproduce; (4) prepare derivative works; (5) distribute copies to the public; (6) perform publicly;

and (7) display publicly, the “data” in any manner and for any purpose, and have or permit others to do so (i.e., the Government may sublicense these rights to another contractor). See FAR

52.227-14(a).

D.1.13. IMPARTIALITY:

It is essential that the DM be conducted with complete impartiality and objectivity and that the

Contractor and its Subcontractors not obtain an unfair competitive advantage in USTDA-funded activities resulting from this Contract. In accordance with the principles of FAR Subpart 9.5 and

USTDA policy, the Contractor and its Subcontractors, if any, for this Contract shall be ineligible to compete for, as a prime or subcontractor or otherwise, USTDA-funded activities that result from this Contract, unless USTDA through its Office of Acquisition Management, shall have granted a waiver, based upon FAR 9.503, that preclusion of the Contractor or its Subcontractors from the follow-on activity would not be in the Government’s interest. This restriction shall remain in effect for three (3) years from the termination of this Contract. The Contractor is responsible for including this restriction in all subcontracts under the Contract.

Egypt Oil and Gas Definitional Mission

D.1.14. COORDINATION WITH OTHER CONTRACTORS:

The government may award other contracts for additional work not prescribed in this contract. The

Contractor shall fully cooperate with such other contractors in performance of the requirement herein, and as directed by the Contracting Officer. The Contractor shall not commit or permit any act, which will interfere with the performance of work by any other USTDA Contractor.

D.2. ATTACHMENTS

ATTCH/ TITLE

EXHIBIT

I Definitional Mission Business Confidential Analysis and

Recommendation Outline

II Definitional Mission: Public Market Report Guidance and Outline

III Impact on U.S. Labor Statement

IV USTDA Nationality Requirements

V Required Budget Format

VI Task Completion Schedule

VII Budget Narrative Requirements

VIII Guidance on Climate Resilience Screening

IX U.S. Companies Contacts

Attachment I

Definitional Mission: Business Confidential Analysis and Recommendation Outline

A. Executive Summary.

The Definitional Mission contractor (“Contractor”) shall provide an executive summary of the

Contractor’s findings and recommendations.

B. Project Description.

The Contractor shall hold meaningful discussions with appropriate contacts to determine how

USTDA’s funding can be used most effectively to support the implementation of the project(s) identified in the host country.

The Contractor shall provide a brief description and history of the project (the “Project”). The

Contractor shall describe the proposed technology from the U.S. firm to be used in the Project.

The Contractor shall gauge the interest of potential project financiers and potential U.S. suppliers and assess whether the proposed USTDA activity(ies) will help accomplish the project(s) goals.

The Contractor shall provide relevant information to potential project sponsors regarding

USTDA’s evaluation criteria, timeline, and due diligence requirements. The Contractor shall describe whether the proposed U.S. solution is technically viable and/or commercially available.

If the Contractor finds the proposed U.S. solution is not technically viable and/or commercially viable, the Contractor shall discuss these issues with USTDA program staff before providing a recommendation.

The Contractor shall describe relevant issues to the Project [e.g. host country and/or other stakeholders, sector, Project location, source of raw materials, infrastructure requirements, proposed technological approach, legal and regulatory framework (licenses, permits, etc.), implementation schedule, economic fundamentals (estimated capital cost, operating costs, interest expense, taxes, expected revenues, etc.), the specific objectives of the proposed activity, how the proposed USTDA activity supports the Project implementation process, and any other variables or issues the Contractor deems critical as part of a thorough activity/Project evaluation.]

C. Project Sponsor’s Capabilities and Commitment.

This section describes the Project sponsor’s commitment and capabilities to undertake the activity and the subsequent Project. The purpose is to understand the experience of the Project sponsor and any previous work undertaken by the Project sponsor in the sector. This section should also include a discussion of any potential risks of working with the Project sponsor that could delay Project implementation. This can take many forms but should at a minimum address the applicable points below:

A thorough description of the host country Project sponsor, including its structure, capabilities, operations, and decision-making ability pursuant to the Project, and

Egypt Oil and Gas Definitional Mission

An assessment of the Project sponsor’s commitment and ability to implement the Project

(e.g. the Project sponsor’s previous experience, current commitments, responsiveness, business activities, and government mandate).

D. Implementation Financing.

This section describes the Project sponsor’s plans to secure financing to implement the Project.

This can take many forms but should at a minimum address the points below:

An assessment of the overall cost estimate of the Project;

For Projects involving potential equity investment, the Project’s proposed debt-equity structure to ensure that it corresponds to the requirements of the prospective lenders (this aspect is critical to USTDA’s decision making); and

A review of the financing options for Project implementation.

The Contractor is required to contact officials from the potential financing institutions, including, where appropriate, multilateral lending institutions, Export Import (Ex-Im) Bank, Overseas

Private Investment Corporation (OPIC), and private/commercial sources, to ensure that the

Project sponsor(s) has adequately explored all financing options. The Contractor shall provide names and phone numbers of contacts at the potential financing institutions and summarize their comments. The Contractor must determine the most likely source(s) of implementation financing for the Project. The Contractor must ensure that the Terms of Reference (TOR) for the activity fulfill the requirements of the most likely financing source(s).

E. U.S. Export Potential.

This section describes the U.S. export potential that may result if the Project is implemented.

The purpose is to estimate the U.S. export potential in order to justify USTDA funding for the activity. This can take many forms but should at a minimum address the points below:

The Contractor shall provide a best estimate of potential procurement of U.S. goods and services for Project implementation. This estimate should be supported by a breakdown by category and dollar value of goods and services likely to be imported for the Project and an illustrative list of potential U.S. suppliers of the goods and services for those goods and services listed as likely

U.S. exports. The Contractor shall include U.S. content in their evaluation of U.S. exports, including an analysis of U.S. manufacturing and services sourced from the United States that would most likely be used for the Project. The Contractor shall cross-check the U.S. firm’s estimates of U.S. export potential with independent relevant sources, such as:

- USTDA program staff and USTDA’s evaluations data;

- The U.S. Department of Commerce’s International Trade Administration;

- Industry and trade associations; and

- Outreach with other U.S. suppliers in the sector.

Egypt Oil and Gas Definitional Mission

The Contractor shall describe how procurements are typically conducted: 1) in the sector; 2) by the Project sponsor; and 3) in the host country. The Contractor shall confirm whether there are local content requirements or procurement restrictions in this sector or for the Project and whether a local provider/distributor will be or is likely to be involved in Project implementation.

The Contractor shall also list any import licensing requirements or permits needed by U.S.

companies to participate and supply goods for the Project. The Contractor shall also identify any

U.S. companies already working with the Project sponsor or working in the respective sector in the host country.

The Contractor shall provide a report that summarizes its discussions with U.S. companies that provide goods or services for the Project, and their level of interest in the Project should also be included. The Contractor shall take note on not only the U.S. company’s general interest in the relevant sector or country, but also interest in the specific Project. The Contractor shall analyze how competitive the U.S. company’s goods or services would be if the Project reaches the implementation stage. To ensure no one is given unfair advantage to compete for USTDA’s funding or the Project implementation, the Contractor should be sensitive to disclosing information about the proposed USTDA activity.

The Contractor shall submit a complete list of U.S. companies and other entities contacted, with the name and contact information of individuals interviewed and their responses.

F. Foreign Competition and Market Entry Issues.

This section describes foreign competition and market entry issues in the host country. The purpose is to demonstrate why USTDA funding may be needed in order to level the playing field for U.S. companies. This can take many forms but should at a minimum address the points below.

The Contractor shall provide a discussion of the foreign competition for goods and services likely to be procured for Project implementation by category. The Contractor shall include a discussion of U.S. industry competitiveness in each category, taking into account geographic factors, host country industry capabilities, technology and licensee issues, past procurement tendencies of the Project sponsor, and how the procurement is likely to be conducted. Where relevant, the Contractor shall discuss the extent to which market entry issues impede exports and trade and how the activity will help overcome these obstacles.

G. Evaluation Strategy.

This section describes the strategy by which the Project, if implemented, should be evaluated.

The purpose is to concisely describe the baseline goals and objectives of the Project, along with any potential risks or timeline hindrances, so the actual implementation results can be evaluated accordingly. This can take many forms but should at a minimum address the points below:

Goals and objectives:

o Clearly define the goals of the Project and identify what will constitute success

Egypt Oil and Gas Definitional Mission

Ex: For trade capacity building or legal project, any change in law as result of Project o Identify key sources for information needed to determine if USTDA’s activity attained its objective o Identify potential methods of measurement for evaluation specific to the Project

Process and Timeline:

o What is the step-by-step process the Project will follow to be implemented, following USTDA’s funding?

o What is the anticipated Project development timeline? This may change, but it is important to know what the original goal is as it will influence USTDA’s evaluation effort.

o How are procurements typically conducted in the sector for this host country?

o Will there be local content requirements?

o Will a local provider/distributor be involved?

o Will there be one big procurement or several smaller ones? Will other entities be involved if the procurements are small?

Risks:

o Identify potential difficulties in measuring results and ways to mitigate those difficulties o Is any regulation needed before the Project can be developed (e.g. power purchase agreement standards)?

o Are there other entities that must authorize/approve implementation? List them according to their priority in the approval chain.

Key Leads:

o Are there US companies that already have business with the Project sponsor or in the sector? If so, what is USTDA’s added value for these companies’ ability to pursue additional business?

o Are there any companies short-listed for procurements? If so, are they short listed via direct sales, distributor, etc.?

H. Developmental Impact.

The COR shall identify at least one viable and quantifiable Development Impact Measure that will result from the Project being implemented based on the recommendations of the USTDA activity. The Contractor shall provide the following information for each indicator identified by the COR for each activity: 1) current status, prior to USTDA’s activity and Project implementation (Baseline); 2) anticipated outcomes should the Project be implemented, based on the recommendations of the USTDA activity; 3) the anticipated timeline for the realization of these outcomes; and, 4) how such information can be measured and what sources could be utilized to determine whether the outcome was realized.

I. Impact on the Environment.

The Contractor shall provide a statement regarding the likely consequences the proposed Project may have on the environment. The Contractor shall ensure that the TOR for the activity includes, at a minimum, a preliminary review of the Project’s impact on the environment, with reference to local requirements and requirements of potential financing source(s) of the Project.

The Contractor should identify potential negative impacts and discuss the extent to which they can be minimized or mitigated.

The Contractor shall conduct a climate resilience screening utilizing the guidance provided in

Attachment IX and, based on climate resilience screening results, provide details, including rationale, on whether (a) an in-depth analysis is recommended; (b) an in-depth analysis is not recommended; or (c) whether or not the climate resilience screening has indicated that a proposed Project should not move forward. If in-depth analysis is recommended, the Contractor shall propose language for the TOR (see section O, #4).

J. Impact on U.S. Labor.

The Contractor shall provide an assessment of the impact of the Project on U.S. labor. The

Contractor shall address the legislative prohibitions on the use of Foreign Assistance funds described in Attachment III and any implication such prohibitions may have on the activity and/or Project.

K. Qualifications.

The Contractor shall provide a review of the capabilities of the U.S. firm submitting the proposal and the qualifications of the proposed U.S. firm’s personnel.

L. Justification.

The Contractor shall provide an explanation of why USTDA’s grant funding is needed, including a description of how the Project would support U.S. government policy priorities and promote trade, how USTDA's participation would add value to the Project's development, and how the success of the Project would be measured in terms of trade capacity and development impact.

M. Recommendations.

The Contractor shall provide analysis and recommendations as to whether or not the Project meets USTDA’s basic funding criteria as defined in Section 3 in the Defintional Mission

Performance Work Statement.

If the recommendation is that USTDA should fund the activity, but in a phased approach or only if certain outstanding issues are resolved or conditions met, those phases, issues or conditions should be clearly delineated and discussed in the recommendation.

N. Contacts.

The Contractor shall provide a list of individuals contacted during the Definitional Mission and fill out Attachment X. The list shall include the address, phone and fax numbers, and e-mail address of each individual.

O. Terms of Reference.

For Contractor shall be responsible for submitting to USTDA a Terms of Reference (“TOR”) and budget for the activity that conforms to USTDA’s requirements. This work shall entail working with the U.S. firm and the proposed Project sponsor to develop the TOR and budget for the activity using the U.S. firm’s and Project sponsor’s draft proposal as a basis. The TOR, which must be approved by the Project sponsor and the U.S. firm, shall include, at a minimum, the following:

1. Purpose and objective of the activity. This section will contain a concise statement describing the activity.

2. A technical assessment. This section will include relevant background information and analysis that is pertinent to the technical feasibility of the Project (e.g. site selection, gap analysis, data collection, comparative analysis, parameters for pilot project implementation, baseline indicators and key performance indicators, a review of any previous reports or studies related to the Project, and an assessment of technologies to be used in pilot project implementation).

3. An economic analysis of the Project. This section will include a detailed analysis on all of the costs associated with the implementation of the Project, and relevant additional economic analyses relevant to the viability of the Project. This section shall provide all relevant information pertaining to the economic analysis of the

Project (e.g. a cash flow analysis, analysis of market conditions, raw material availability, supply agreements, off-take agreements, competing alternative methods of achieving the same or similar Project objectives). This analysis should also include the internal rate of return under a variety of different assumptions (e.g.

different interest rates, depreciation, licensing fees, and import duties).

In addition, in order to provide the Project sponsor with sufficient information to responsibly implement, manage, and maintain the Project for the duration of the investment, this section will provide a Life Cycle Cost Analysis (LCCA) as part of the overall Project cost estimate. The LCCA shall examine the total initial capital costs to plan, design, develop, and build the Project, and also shall include a detailed analysis of the costs associated with the medium-term and long-term operation of the

Project, which includes maintaining the facilities, equipment, and other assets financed as part of the Project. Such costs include, but are not limited to, warranties, operation, maintenance, acquisition, installation, refurbishment, and disposal costs that could be encountered throughout the life of the Project.

4. A financing plan for the Project. This section shall provide an analysis on the different types of financing (e.g. equity, debt) available for Project implementation.

Egypt Oil and Gas Definitional Mission

This section will assess whether or not potential public and private financing organizations (e.g. the World Bank, relevant regional multilateral development banks, Ex-Im and OPIC) are interested in providing financing for Project implementation. This section shall include a financing plan and a financing strategy, including several approaches to securing financing for the Project based on discussions with the Project sponsor, potential lenders and potential financiers. This section shall outline the rationale for the financing plan and financing strategy and shall take into account a number of relevant factors (e.g. timing, interest rates, and potential financing terms). This section shall also provide a recommendation for the most effective financing sources for the Project.

This section shall include a sensitivity analysis of the return on investment (ROI). The sensitivity analysis shall account for the cost recovery indicators based on different assumptions for key Project variables, such as electricity tariffs, sales volumes, capital and operating cost estimates, and interest rates and investment requirements.

If sources of financing are not yet confirmed, this section shall identify the potential sources of financing. The U.S. firm, with the Project sponsor’s express permission, shall contact the potential sources of financing to assess the likelihood of receiving financing from such sources. This section shall outline the sources including, but not be limited to, bilateral financing institutions, multilateral financing institutions, international financing institutions and local and regional commercial banks.

This section shall also identify any and all Project risk factors and including a risk avoidance/reduction plan for each factor by means of insurance and bonding or other means. The plan shall meet the requirements of the potential financing sources, including host country sources, multilateral financiers, international financing institutions and others.

5. An appropriate preliminary environmental analysis of the Project. This section shall include a preliminary review of the Project’s anticipated impact on the environment with reference to host country requirements and those of potential financiers (e.g. the World Bank). This review would identify potential negative impacts, discuss the extent to which they can be mitigated. The U.S. firm shall develop plans for a full environmental impact assessment if and when the Project moves forward to the implementation stage. This includes the identification of steps that will need to be undertaken by the Project sponsor subsequent to the activity’s completion and prior to Project implementation. Based on the Contractor’s climate resilience screening, if an in-depth analysis for the Project is needed, then the

Contractor shall propose language detailing how the U.S. firm should complete such an in-depth analysis for the Project (see Attachment IX).

6. A review of regulatory issues and the legal framework related to the Project.

This section shall include a discussion of the relevant regulatory structure needed, including an assessment of any regulations that would impact the Project's viability, a prognosis to move forward, and a need for additional regulations. Unless otherwise

Egypt Oil and Gas Definitional Mission specified, this review shall include a review of current and proposed regulations, permitting requirements, licensing requirements, legal framework, construction approvals, foreign participation regulations, regulations that impact environmental requirements, and any other regulatory issues that may have a significant impact on the Project. This section shall identify policy and/or legislative actions that could either act as potential barriers to the implementation of the Project or would be necessary for implementation of the Project. This section shall also review any pending or potential regulatory actions that may impede Project implementation. If the Project does not meet all requirements, the U.S. firm shall identify methods to overcome those deficiencies.

7. An analysis of key host country development impacts. This section of the TOR shall detail the anticipated host country impacts of the Project. This task shall incorporate the baseline information gathered by the Contractor, and provide clear instructions to the Project sponsor and U.S. firm to update this baseline information to accurately reflect new projections based on the analysis of Project feasibility and recommendations set forth in other tasks. The Contractor shall draft task language along the following lines: The Contractor shall work closely with the Project sponsor during this task to ensure that the projected development impacts are viable and measurable. The Contractor shall provide quantitative and qualitative assessments of the potential impact of implementing the Project, with specific attention to the following indicators:

Sector Category Indicator Definition Anticipated Outcome

Natural

Resource

Development and Mining

Infrastructure

Development and

Efficiency Gains

Increased Oil and Gas

Production

Increased annual oil and gas production.

TBD (measured in number of barrels of oil equivalent per year)

Natural

Resource

Development and Mining

Infrastructure

Development and

Efficiency Gains

Increased

Refining

Capacity

Increase in annual production capacity of refined products.

TBD (measured in number of barrels of oil per year)

For the qualitative assessment, the Contractor shall provide narrative descriptions of how the implementation of the Project is anticipated to impact each of the above indicators. For the quantitative assessment, the Contractor shall provide a baseline measurement and anticipated outcome for each of the above indicators. The assessment shall clearly articulate the anticipated timeline for the realization of these outcomes, how such information can be measured, and what sources could be utilized to determine whether the outcome was realized. The Contractor may propose alternate indicators, as appropriate, based on the results of the technical analysis with

USTDA approval. Deliverable: The Contractor shall provide a report of all work performed under this Task, including, but not limited to, an assessment of the potential development impact in the host country if the Project is implemented according to the Study recommendations.

8. U.S. sources of supply. This section of the TOR shall contain a task for an assessment of U.S.