Encl_1_DS_PWS_Aviation_DS_Series_1131PL18RDS61260.pdf

SECTION D – ANY CONTRACT DOCUMENTS, EXHIBITS OR ATTACHMENTS

D.1 PERFORMANCE WORK STATEMENT (PWS)

“DESK STUDY” FOR China Aviation Desk Study Series 2019

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 up to four activities in a developing or middle-income country. The Contractor shall provide analysis and recommendations to USTDA, that will assess and provide recommendations on whether or not USTDA should provide funding for the proposed feasibility studies, technical assistance, or other trade capacity building activities, hereinafter referred to as the “Desk Study” or “DS”.

USTDA intends to contract with a U.S. company (the “Contractor”) to review, evaluate and fully develop four (4) funding recommendations (“Project Reports”) for aviation activities in China for USTDA consideration. The Contractor is required to evaluate whether each proposed project meets USTDA’s basic funding criteria (below). For the four (4) identified projects selected in consultation with USTDA, the Contractor is required to collect all information and documentation necessary from the project sponsors, through independent research, and from relevant entities to develop a detailed funding recommendation report including the appropriate Terms of Reference (TOR) for the activity, an appropriate budget for the TOR recommended for the activity, and confirm U.S. industry competitiveness and foreign competition for sources of supply and implementation of the project. The Contractor shall also prepare a final report (“Final Report”) that compiles all completed Project Reports and provides an executive summary/overview of the full Desk Study.

Specifically, USTDA has received a request for funding from the Civil Aviation Administration of China (CAAC) in China for up to four technical assistance activities to be conducted by a U.S.

firm on various aviation activity projects (the “Project”). In support of that request, USTDA will receive detailed proposals from U.S. firms (hereinafter referred to as the “U.S. firm”) to perform the technical assistance. USTDA is now considering whether to provide funding for these activities.

USTDA intends to contract with a U.S. company (the “Contractor”) to perform a Desk Study to assess: (1) whether or not the Projects meet USTDA’s basic funding criteria (below); (2) develop and recommend the appropriate Terms of Reference (TOR) for each activity; and (3) develop an appropriate budget for the TOR recommended for each activity.

To summarize, the Desk Study shall include:

(1) Up to four (4) Project Reports reflecting the review and development of up to four (4) project activities, including:

a) Preliminary assessment of project commercial and technical viability;

b) Evaluation of potential for project financing/implementation;

c) Verification of U.S. industry competitiveness and sources of supply;

d) Assessment of foreign competition;

e) Conduct preliminary environmental impact assessment and climate resilience screening;

f) Clarify baseline data and anticipated outcomes for development impact indicators selected by USTDA;

g) Analysis of U.S. labor impact;

h) Terms of reference and budget review/development; and

i) Project Report;

(2) Preparation of a Final Report

D.1.2.1. USTDA Funding Criteria:

The Contractor’s recommendations shall be based upon USTDA funding criteria, which are that the Project 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 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.

D.1.2.2. 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.1.2.3. Project Profile:

This DS series will review up to four proposals from the U.S.-China Aviation Cooperation Program (ACP) and its U.S. member companies. USTDA expects up to four proposals for ACP projects in FY 2019 that would be received within the period of performance of this DS.

Expected project topics include aviation emergency response, aircraft leasing, air traffic flow management, executive management programs and air traffic management development programs, among others.

Today, China’s aviation sector ranks as the world’s fastest-growing aviation market and the second largest overall. The industry has grown at double-digit rates over the past several years. In 2017 alone, passenger traffic in China exceeded 1.1. billion, 12.9% higher than the previous year, according to the Civil Aviation Administration of China (CAAC). China’s top three airlines are among the world’s top carriers in terms of passenger volume, and China is expected to overtake the United States as the world's largest passenger market by 2022, two years sooner than previously expected, according to the International Air Transport Association

(IATA).

Over the next 20 years, it is forecasted that the Chinese economy will grow at about 5 percent annually, while passenger traffic will grow at 6.4 percent. These two indicators, combined with China’s expanding middle class, help drive the need for more than 6,800 new airplanes valued at $1 trillion over the next 20 years, according to Boeing’s Current Market Outlook for China.

China’s 13th Five-Year Plan for Civil Aviation Development also sets robust targets for technical and infrastructure development in China’s civil aviation sector, including the construction of 74 new commercial airports and more than 500 general aviation airports by 2020.

The ACP consortium, now including 42 member companies, is requesting USTDA support on a cost-share basis for strategic assistance to work with China’s civil aviation authorities, especially the CAAC and the Air Traffic Management Bureau (ATMB). The up to four ACP proposals to be reviewed and prepared by this DS will facilitate continued U.S. government and industry engagement with the CAAC and ATMB, leveling the playing field for U.S. firms facing strong European and Chinese competition. For each of the proposed projects, the DS Contractor shall be required to develop a detailed funding recommendation report, including the terms of reference and budget estimate, and confirm commercial viability, U.S. industry competitiveness and foreign competitions for sources of supply and implementation of the project.

D.1.2.3. Methodology:

In the course of carrying out this Desk Study, the Contractor must take the following steps:

D.1.2.3.1. Desk Study Kick-Off: After reviewing the proposal, the Contractor shall arrange a conference call or meeting with the COR to discuss plans and expectations for the DS. At this time, USTDA will provide the Contractor with additional guidance on the Agency’s requirements for the preparation of the TORs and budgets. The Contractor shall also consult with USTDA regarding the drafting of host country development impact measures for the Project

Reports (see Attachment I below, Section O.6 of the Business Confidential Analysis and Recommendation Outline).

D.1.2.3.2. Develop Project Reports: The Contractor is required to develop up to four (4) full Project Reports in accordance with guidelines provided in this Performance Work Statement (PWS) and the Project Report Outline (Attachment I). USTDA will direct the Contractor to develop a full Business Confidential Analysis and Recommendation report (“Project Report”) for project proposals that USTDA determines meet the identified criteria based on the assessment of USTDA program staff, and for which the necessary documentation has been provided to commence development of the Project Report.

Once USTDA has indicated that the Contractor should develop a Project Report, the Contractor shall conduct a review of the proposal and, as necessary, solicit additional information, documentation, and/or clarifications from the project sponsor(s) in order to evaluate the project as outlined in the PWS. A copy of any such requests or correspondence with the project sponsor or U.S. firms should be provided to the COR.

Based on the proposal and any additional information or clarifications provided by the project sponsors and participating U.S. firms, the Contractor shall prepare and provide to the COR a first draft confidential Project Report (email attachment of Microsoft Word/Excel budget files is acceptable). The Contractor shall provide the first draft Project Report to USTDA within fifteen business days of receiving approval from USTDA to develop an identified project. The draft report must be clearly marked “First Draft” on the cover. If it is anticipated that the draft cannot be provided within fifteen business days, the Contractor shall immediately contact the COR via email and phone call to note the specific reasons for the delay and request a new date for submission of the draft report. USTDA will review the first draft Project Report and provide comments.

The Contractor shall provide to USTDA for its review and comment a second draft Project Report, which incorporates USTDA’s comments on the first draft Project Report (email attachment is acceptable) within one week of receipt of USTDA’s comments. This draft Project Report must be clearly marked “Second Draft” on the cover. Throughout the DS, the Contractor shall discuss any comments from the project sponsor and any participating U.S. firms with the

COR.

Based on USTDA’s comments on the Second Draft Project Report, the Contractor shall prepare and provide to USTDA within one week of receiving comments from USTDA a finalized Project Report. The Contractor shall also email the finalized Project Report to the COR (both Microsoft Word/Excel files and a combined PDF file). The finalized Project Report shall be grammatically correct and free of typographical errors. The Contractor may submit an invoice upon completion of each finalized Project Report deliverable with USTDA approval.

D.1.2.3.3. Final Market Report: After completing all Project Reports, the Contractor shall also prepare a single, confidential Final Report that will include all completed Project Reports and provide an executive summary/overview of the entire DS.

D.1.2.3.4. Deliverables:

D.1.2.3.4.1. The Contractor shall review each project proposal and provide to USTDA the following (“Deliverables”):

(a) Project Reports: Up to four (4) Business Confidential Analysis and Recommendation reports (“Project Reports”) for up to four (4) feasibility study, technical assistance or other trade capacity building activities identified by USTDA for development. The Project Report must conform to the outline found in Attachment I and provide the requested information and analysis, unless otherwise agreed to in writing by USTDA (See Section D.1.2.3.2).

Each Project Report shall include the TOR and budget that the Contractor has developed in coordination with the Project sponsor and U.S. firm. If it is anticipated that a Project Report cannot be provided within four weeks, the 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 Project Reports before the submission of the entire Project Report.

(b) One Final Report. The Final Report must include all completed Project Reports and an executive summary/overview of the entire Desk Study.

The Contractor’s Project Reports shall incorporate all mutually agreed upon material and revisions. The Project Reports 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 that each Project Report is acceptable, the Contractor shall submit one (1) electronic copy to USTDA. No hardcopy submissions will be accepted. All reports must be paginated, clearly labeled, and submitted electronically in Adobe PDF format to USTDA via the following email:

finalreports@ustda.gov

The email subject line must include the title of the desk study and the project number so that it is easily identifiable. The Final Report shall be submitted as a separate electronic document, subject to the same requirements as those noted above. The Contractor shall also submit to the COR via e-mail one electronic copy of each finalized Deliverable in Microsoft Word or other editable file format. Any copies of Project proposal materials must be returned to USTDA with the submission of the Final Report.

Upon government acceptance of the each Deliverable, the Contractor shall submit an invoice, to

USTDA.

D.1.2.3.4.2. The Contractor shall submit all deliverables under this Contract to the COR on or about June 30, 2019.

D.1.3. PERIOD OF PERFORMANCE:

The Period of Performance for this Contract shall be one year from the date of the Contracting Officer's signature on the Contract.

D.1.4. PLACE OF PERFORMANCE:

The places of performance shall be at USTDA's Office, Arlington, VA and at the Contractor’s facility.

D.1.5. QUALITY CONTROL AND PERFORMANCE ASSESSMENT:

D.1.5.1. 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 Deliverables that do not conform in all respects to the Contract requirements, including but not limited to, the written quality of the Project Reports and Final Report. The Contractor shall correct all deficiencies at no additional cost to the Government.

D.1.5.2. 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.1.6. 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.

D.1.7. 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.1.8. IMPARTIALITY:

It is essential that the Desk Study 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.

D.1.9. 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 ATTACHMENT

ATTCH/ TITLE PAGES

EXHIBIT

I Desk Study Business Confidential Analysis and Recommendation Outline

II Impact on U.S. Labor Statement III USTDA Nationality Requirements IV Required Budget Format V Task Completion Schedule VI Guidance on Climate Resilience Screening

Attachment I- 1

Attachment I

Desk Study: Business Confidential Analysis and Recommendation Outline

A. Executive Summary.

The Desk Study contractor (“Contractor”) shall provide an executive summary of the Contractor’s findings and recommendations.

B. Project Description.

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 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

• 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.

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

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 D.1.2.1 in the Desk Study Statement of Work.

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 Desk Study. The list shall include the address, phone and fax numbers, and e-mail address of each individual.

O. Terms of Reference.

The 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.

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.

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.

4. 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).

5. 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 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.

6. An analysis of key host country development impacts. This section of the TOR shall detail the anticipated host country impacts of the Project, as identified in Section H of this Performance Work Statement. 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 [insert indicators identified by COR]. 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.

7. U.S. sources of supply. This section of the TOR shall contain a task for an assessment of U.S. sources of supply for all goods and services required to implement the Project.

This section shall include a list that includes (i) the possible U.S. sources of supply and/or services for the Project, (ii) a detailed description of relevant products, solutions and/or services to be provided, and (iii) contact information for the party or parties responsible for marketing/sales in the host country. The business name, point of contact, address, telephone number, and e-mail address shall be included for each identified party. This shall include different types of U.S. suppliers that would be relevant to the implementation of the Project (e.g. technology license providers, engineering and construction companies, project management and oversight companies; equipment providers; and U.S. suppliers of environmental protection and compliance equipment). The list may also include information on potential U.S sources of services that the Project sponsor may need for the successful technical and commercial operation of the Project, such as operating management, maintenance management, product quality control, and product marketing assistance.

The U.S. firm shall be expected to be in direct contact with potential U.S. suppliers.

The U.S. firm shall meet with U.S. companies to better understand their interest in the Project. The U.S. firm shall also identify any potential challenges for U.S. suppliers and ways to mitigate these challenges. For competed projects, the U.S. firm shall prepare a Project announcement that can be publicly distributed to various U.S. based equipment and service firms announcing the Project and the requirements (at an informational level).

The U.S. firm shall engage relevant potential suppliers in discussions and analyze their interest in supplying equipment and services for the Project. The U.S. firm shall inform the Project sponsor of which U.S. suppliers have expressed interest in the Project.

8. An implementation plan. This section shall include the work required, after the conclusion of the activity, to implement the Project, with a corresponding timeline of when each step is anticipated to occur. This section shall include all relevant information pertaining to the implementation of the Project and specifically address any gaps and inefficiencies identified during the course of the activity. The implementation plan shall provide the Project sponsor with a detailed description of the gaps and the options to mitigate each of them, coupled with a cost/benefit breakdown for each option (e.g. technology procurement, installation, site preparation, any facility renovations/construction, civil modifications required during construction, short and long-term training requirements, operations and maintenance, a proposed annual budget requirement for the Project, any relevant changes to the Project sponsor’s corporate structure that could bolster the implementation of the Project, Key Performance Indicators including their baselines and proposed annual targets, power purchase agreements, and construction requirements). The implementation plan shall also include a detailed strategy on how the Project will meet any regulatory, licensing, permitting, and environmental requirements identified in Tasks 4 and 5. The implementation plan shall be of sufficient scope and detail for presentation to potential financing source(s).

The U.S. firm’s implementation plan and budget shall be based on the final agreed-upon strategy for Project implementation as recommended by the U.S. firm and adopted by the Project sponsor.

9. Final Report. The U.S. firm shall prepare and deliver to the Project sponsor and

USTDA a substantive and comprehensive final report of all work performed under the TOR. The final report shall be organized according to the above tasks, and shall include all deliverables and documents that have been provided to the Project sponsor. The final report also shall include an Executive Summary. The final report shall be prepared in accordance with Clause I of Annex II of the Grant Agreement.

The TOR must be designed to meet the requirements of the most likely source(s) of implementation financing. The requirements of some of the potential financing sources may be found at the following web sites:

www.opic.gov/finance.home.html www.exim.gov/tools.index.html www.ifc.org/proserv www.adb.org/PrivateSector/finance/default.asp www.ebrd.com/applyindex.html www.iadb.org www.afdb.org/opportunities/business_generic_proc_notices_country.htm http://www.opic.gov/finance.home.html http://www.exim.gov/tools.index.html http://www.ifc.org/proserv http://www.adb.org/PrivateSector/finance/default.asp http://www.ebrd.com/applyindex.html http://www.iadb.org/ http://www.afdb.org/opportunities/business_generic_proc_notices_country.htm

P. ACTIVITY BUDGET (2-3 PAGES)

Activity Budget Format

The Contractor shall provide a detailed budget that is divided into two parts: a line item budget and task breakdown (Attachment V) and a Task Completion Schedule (Attachment VI)

[OPTIONAL: The Budget narrative is not required, but Program staff can decide to include a budget narrative in Attachment V).

All costs in the budget should be reasonable and allocable to the work being performed, and should cover all of the work required under the activity’s TOR. The budget should be supported with sufficient detail to enable USTDA staff or others reviewing the material to understand completely, not only the budgeted amounts, but also the methodology that justifies the budget amounts. The budget should be provided in accordance with the format in Attachment V and should include:

• Labor, budgeted by position title and task for each of the positions on the U.S.

firm’s team. Positions should be identifiable, with descriptions of the positions and proposed team members included in the proposal. Person-Days should reflect the proposed number of days of work effort proposed for each position for each task. The labor cost shall be derived as set forth in Attachment V. The proposed budget may not include fee or profit.

• Itemization for per diem, transportation, communications, purchased services/contracts, translation of final report, and other direct costs. Per diem must be based on U.S. Government rates, which are available on the State Department web site (https://aoprals.state.gov/web920/per_diem.asp) .

• For each line item, the Contractor shall must include an explanation for how all costs were derived.

The Task Completion Schedule should list each major task to be performed in support of the activity’s TOR. The duration of each task is to be graphically presented in a bar chart as illustrated in Attachment VI.

https://aoprals.state.gov/web920/per_diem.asp

Attachment II-1

Attachment II

Impact on U.S. Labor Statement

The Foreign Operations, Export Financing and Related Programs Appropriations legislation restricts U.S. foreign assistance from being used to provide:

(a) any financial incentive to a business enterprise currently located in the United States for the purpose of inducing such an enterprise to relocate outside the United States if such incentive or inducement is likely to reduce the number of employees of such business enterprise in the United States because United States production is being replaced by such enterprise outside the United States;

(b) assistance for any program, project, or activity that contributes to the violation of internationally recognized workers’ rights, as defined in section 507(4) of the Trade Act of 1974, of workers in the recipient country, including any designated zone or area in that country:

Provided, That the application of section 507(4)(D) and (E) of such Act should be commensurate with the level of development of the recipient country and sector, and shall not preclude assistance for the informal sector in such country, micro and small-scale enterprise, and smallholder agriculture;

(c) any assistance to an entity outside the United States if such assistance is for the purpose of directly relocating or transferring jobs from the United States to other countries and adversely impacts the labor force in the United States; or

(d) for the enforcement of any rule, regulation, policy, or guidelines implemented pursuant to—

(A) the third proviso of subsection 7079(b) of the Consolidated Appropriations Act, 2010;

(B) the modification proposed by the Overseas Private Investment Corporation in November 2013 to the Corporation’s Environmental and Social Policy Statement relating to coal; or

(C) the Supplemental Guidelines for High Carbon Intensity Projects approved by the Export-Import Bank of the United States on December 12, 2013, when enforcement of such rule, regulation, policy, or guidelines would prohibit, or have the effect of prohibiting, any coal fired or other power-generation project the purpose of which is to:

(i) provide affordable electricity in International Development Association (IDA)-eligible countries and IDA-blend countries; and (ii) increase exports of goods and services from the United States or prevent the loss of jobs from the United States.

Attachment III-1

Attachment III

USTDA Nationality Requirements

The purpose of USTDA's nationality, source, and origin requirements is to assure the maximum practicable participation of American contractors, technology,…