ENCLOSURE 2 - 1131PL20RDM11237 - Performance Work Statement (PWS).pdf

SECTION D – ANY CONTRACT DOCUMENTS, EXHIBITS OR ATTACHMENTS

D.1. PERFORMANCE WORK STATEMENT (PWS)

DEFINITIONAL MISSION FOR GAS SECTOR OPPORTUNITES IN NIGERIA

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 Definitional Mission (“DM”) contract to support its decision-making relative to the funding of activities to support gas sector projects in the Federal Republic of Nigeria. The Contractor shall provide reports to USTDA, which will:

• Assess and provide a recommendation on whether or not USTDA should provide funding for proposed feasibility studies, technical assistance, pilot projects or other project planning activities, hereinafter referred to as “activities;”

• Provide supporting analysis for the recommendation in Full Project Reports that analyze all relevant issues;

• Assess the potential of the Nigerian gas sector and sub-sectors for U.S. suppliers of goods and services in a Nigeria Gas Sector Public Market Report (“Nigeria Gas Sector Public Market Report” or “Public Market Report”) suitable for public distribution; and

• Travel to Nigeria for up to 30 business days to collect information for the above tasks.

The Contractor shall provide Preliminary Project Reports for up to ten (10) preliminary proposals and/or project concepts and complete up to six (6) Full Project Reports for activities for USTDA funding consideration. USTDA reserves the right to make the final determination on which activities merit consideration for the Preliminary and Full Project Reports. The Contractor shall also produce a Final Report that includes all of the Project Reports and the Public Market Report.

Each Project Report, unless otherwise directed by USTDA, shall be labeled clearly on every page as “Business Confidential” and shall be treated accordingly per sections D.11, “Confidentiality,” and D.12, “Intellectual Property.”

For each Project Report, the Contractor shall:

1. Assess whether or not the request meets USTDA’s basic funding criteria (See Section D.1.3) ;

2. Develop and recommend terms of reference and budgets for the activity.

o 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.

o The Contractor shall obtain the COR’s written approval before developing any activity beyond the minimum one per country.

The Contractor shall also conduct in-depth market research to provide one (1) detailed Nigeria Gas Sector Public Market Report on the opportunities in the Nigerian middle and down stream gas sector that take into consideration ongoing developments in the sector in Nigeria as well as market changes resulting from the COVID-19 pandemic. The Public Market Report shall include near or medium-term activities in the sector, principal actors and stakeholders, interested U.S.-based parties, and other resources to assist USTDA in developing future activities in the sector as well as help U.S. companies understand the opportunities in the sector. The Public Market Report would provide information about the gas market in Nigeria to U.S. gas sector equipment and service providers to help further the likelihood that U.S. equipment and expertise is fully applied to this emerging sector in Nigeria. This DM would include up to 30 days of travel to investigate and develop funding recommendations and to collect information for the Public Market Report.

The Contractor will not be paid for reports that are not approved or completed.

The actual number of deliverables/reports against this contract is dependent on the success of the Definitional Mission and availability of projects. Therefore, not all deliverables may be required or be possible and the figures provided for the Project Reports are not-to-exceed ceiling figures and not actual figures. The Contractor shall only invoice for work/deliverables actually completed. Any unexpended funds will be de-obligated from the contract at close-out.

D.1.3. USTDA FUNDING CRITERIA

The Contractor’s recommendations shall be based upon USTDA funding criteria, which are that the Project(s) must:

a) Be likely to receive implementation financing;

b) Have a procurement process that provides “equal access” to U.S. companies;

c) Represent an opportunity for sales of U.S. goods and services that is many times greater than the initial investment of USTDA assistance;

d) 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

e) 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 also be required to:

a) Perform preliminary assessments of project viability;

b) Evaluate project implementation financing;

c) Verify U.S. industry competitiveness and assess U.S. export potential;

d) Assess foreign competition and market entry issues;

e) Perform preliminary assessments of environmental and developmental impacts;

f) Perform climate resilience screenings;

g) Analyze potential impacts on U.S. labor; and

h) Assess U.S. firm capabilities and qualifications.

To execute this requirement, the Contractor shall:

1. Meet or have a conference call with the Sub-Saharan Africa (SSA) Regional Team to discuss the definitional mission;

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

3. Travel to Host Country as needed for up to 30 business days to meet with prospective grantees and other relevant stakeholders from the relevant sector.

a. Due to the current travel restrictions, travel is optional for this contract and dependent on the needs identified by the SSA Regional Team;

4. Identify and evaluate project opportunities and provide recommendations for USTDA funding. Develop Terms of Reference and budgets for up to six (6) activities for USTDA consideration;

a. All project opportunities proposed by the DM Contractor must be approved by the COR prior to the drafting of a formal funding recommendation.

For each of the six (6) activities to be recommended to USTDA, the Contractor shall develop a stand-alone Project Report. The requirements for the Project Reports are further detailed in section D.1.7, Reports.

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 VII.

D.1.5. PROJECT PROFILE

Nigeria has the largest proven natural gas reserves in Africa and the ninth largest in the world, with an estimate of more than 187 trillion cubic feet of proven natural gas reserves. However, to date, Nigeria has primarily exported this gas. For example, Nigeria LNG Limited (NLNG), Nigeria’s largest LNG company and one of the world’s largest suppliers of natural gas, does not service the domestic market and only exports LNG.

There are two major changes underway in the Nigerian gas sector. The first is a push by the Federal Government of Nigeria (FGN) to use gas/LNG domestically in order to diversify government revenues, increase energy security and decrease the cost of energy. The second is the FGN’s commitment to capture flared gas. Both of these developments create significant opportunities for U.S. expertise and equipment.

Domestic Use of LNG – Gas to Power, Gas Transportation, and Gas Storage Opportunities

The gas sector and associated infrastructure in Nigeria is oriented for exports rather than for use in the domestic market. Despite possessing Africa’s largest gas reserves, Nigeria struggles to deliver adequate gas supply to many existing or potential gas fired power plants and other related industrial projects. Recognizing the potential for gas to bolster economic development, the FGN has made a number of attempts to encourage investment in domestic gas infrastructure to remedy this challenge. In 2008, the FGN developed a Gas Master Plan and the National Domestic Gas Supply and Pricing Regulations. In 2017, the FGN approved a national gas policy that prioritizes domestic gas utilization and aims to promote private sector-led investment in gas as an alternative means for generating revenue and catalyzing economic growth. FGN then launched a gas transportation network code in February 2020, a contractual framework aimed at stimulating private sector participation and providing open and competitive access to gas transportation infrastructure.

In addition to the FGN establishing the regulatory environment for domestic gas use, two major midstream projects are underway that are expected to help unlock downstream infrastructure development in the sector. First, NLNG is constructing a bridge from Bonny Island, where NLNG currently exports gas, to the mainland. This development will significantly expand the possibilities for virtual gas pipelines via trucking, a strategy USTDA is already supporting via two existing projects (i.e. Gas to Industry Virtual Pipeline Project (Activity No. 2018-11027A);

and the LNG Liquefaction and Distribution Facility (Activity No. 2020-11017)). Second, the FGN is developing the Ajaokuta-Kaduna-Kano (AKK) gas pipeline to carry gas from the South to the North. These two projects, both expected to be completed circa 2022, create opportunities for the development of a full mid- and downstream gas sector in Nigeria, including virtual pipelines, additional pipelines off the AKK line, gas processing and refining, gas to power, and gas storage. As a result, USTDA is already seeing a significant increase in gas proposals and requests for assistance.

Capturing Flared Gas

Gas flaring – when associated natural gas found during oil production is burned via a pipe or flare directly into the atmosphere instead of being captured and utilized – is a major environmental, social and economic problem in Nigeria. Even as Nigeria experiences a shortage of sufficient gas supply, gas flaring has continued largely unabated, resulting in the loss of potential revenue and devastating pollution for surrounding communities. There are over 180 gas flares across the southern part of the country. Some estimates indicate that 40 percent of Nigeria’s current gas production is flared, which is driven by the lack of a developed domestic market and the current cost of capture. To combat pollution caused by gas flaring, in 1979, the Associated Gas Re-injection Act was passed to try and compel the Independent Oil Companies (IOCs) operating in Nigeria to submit plans for gas utilization and reinjection by the following year (1980). Gas flaring, however, continued, with IOCs finding it more economical to pay penalties rather than capture the gas. In 2019, the Nigerian Assembly passed the “Gas Flaring Prohibition Act” creating a program to end natural gas flaring by 2020. The program identified over 140 flare points that flare approximately one billion cubic feet of gas per day. While the program has been delayed, there is still a strong commitment from the FGN to see it through.

Overall, these developments are driving greater private and public sector interest in gas-related infrastructure projects, and this Nigeria Gas Sector DM would help the SSA Regional Team at USTDA to structure projects, with U.S. expertise, solutions and services, as well as to provide market intelligence to U.S. companies. The mid- and downstream gas market is young in Nigeria, and there is limited gas expertise within the country to develop projects for USTDA support. Further, the Nigerian gas sector is often fluid and opaque, making it difficult for U.S.

companies to find reliable information and/or understand the opportunities. The DM will help address some of these challenges. The DM will also help meet the growing demand for USTDA support in the sector. Over just the past two years, USTDA has received an increasing number of gas-sector proposals and approved support for four gas-sector projects in Nigeria. These include:

the Gas to Industry Virtual Pipeline Project (Activity No. 2018-11027A); the Xenergi Gas Gathering and Processing Project (Activity No. 2019-11026A); the 1,350 MW Abuja Project (Activity No. 2019-11027A); and the LNG Liquefaction and Distribution Facility (Activity No.

2020-11017).

D.1.6. METHODOLOGY:

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

D.1.6.1. NON-DISCLOSURE AGREEMENT AND KICKOFF 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, the Contractor agrees to treat such information and data as confidential and to use the information only for the contemplated purpose. 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 assigned COR to discuss initial observations and raise any questions or concerns about the proposal and the Project.

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:

a) The proposed schedule or itinerary;

b) Preliminary strategies or findings on viability of the project(s);

c) Financing options;

d) U.S. company interest in the project(s) and information about the sector in the host country, in general;

e) Summaries of proposed activity(ies) for USTDA’s funding consideration to support the project(s) identified;

f) A list of contacts to be made during the visit;

g) A pre-visit checklist of issues, information and questions to be utilized during the visit;

and

h) 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.

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

COUNTRY

Communications with U.S. and foreign embassy officials prior to the award of this contract and completion of the kickoff meeting with USTDA in relations to the requirements of this contract is strictly prohibited.

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. 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) in execution of this DM. 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 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 (e.g. lodging, transportation, interpretation services, etc.). 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.

The Contractor is required acquire of the following travel insurance coverage for personnel traveling overseas in support of this requirement:

• Defense Base Act (DBA) Insurance and Medical Evacuation Insurance (for Contractors when they perform work overseas).

D.1.6.5. CONTACTS

The Contractor shall submit a list of individuals contacted during the Definitional Mission, and include at a minimum mailing 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 and in accordance with to the specifications outlined in Attachment XIII, “U.S. Company Contacts” and Attachment I, “Definitional Mission: Final Report Requirements.”

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. 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, 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.

The Contractor shall provide the following reports to USTDA:

(a) Preliminary Project Reports for up to ten (10) preliminary proposals or project concepts reviewed by the Contractor (See Section D.1.7.1)

(b) Full Project Report for up to six (6) full proposals or project concepts selected by USTDA and reviewed by the Contractor. The Contractor shall submit each Project Report to the COR on a rolling basis. Each Project Report will be treated as business confidential. The Project Reports must conform to the guidelines established in this PWS outline found in Attachment I and provide the requested information and analysis unless otherwise agreed to in writing by USTDA (See Section D.1.7.2).

Project Report (s) shall be submitted to the COR and appropriate Country Manager, if applicable, not to finalreports@ustda.gov.

(c) Nigeria Gas Sector Public Market Report. The Public Market Report shall include but is not limited to: an executive summary not to exceed 2 pages; a detailed background on the gas sector in Nigeria not to exceed 20 pages; and, as appropriate, profiles with relevant non-business confidential information of any existing relevant gas projects in the sector that could benefit from U.S. company engagement, including existing and potential USTDA activities. (See Section D.1.7.3) https://www.ustda.gov/business-opportunities/small-business-info/dm-proposal-tips

(d) Final Report. The Final Report shall consist of the Public Market Report and all of the Project Reports, inclusive of the Required Budget in individual Microsoft Excel files, that have been approved by USTDA must conform to the outline found in Attachment I and provide the requested information and analysis, unless otherwise agreed to in writing by USTDA. Further Final Report requirements are detailed in section D.1.7.4, Final Report.

Unless otherwise agreed to by USTDA, the Contractor shall submit all reports under this Contract to the COR on or about forty-five (45) calendar days upon return from final travel. If it is anticipated that Project Report(s) cannot be provided within this timeframe, the Contractor shall immediately contact the COR to discuss the reasons for the delay.

D.1.7.1 EVALUATION OF PRELIMINARY PROPOSALS

The Contractor shall assist USTDA in the identification and review of up to ten (10) preliminary proposals and/or project concepts. The preliminary proposals and concept papers may be in various formats, stages of readiness/completeness, and may originate from foreign public or private sector project sponsors and/or U.S. companies. The Contractor shall help identify and suggest projects or proposals for prelimary review and USTDA may also notify the Contractor when a preliminary proposal or project concept is ready for review. To complete the review of each preliminary proposal or project concept, the Contractor shall review the preliminary proposal or project concept and supporting documentation, then arrange a call or meeting with the COR to discuss the proposed activity. Following the discussion with the COR, the Contractor shall contact the project sponsor(s) and relevant third parties, as needed, to discuss the proposed activity and request any additional information necessary to complete an initial evaluation of the preliminary proposal or project concept. Based on the information reviewed in the preliminary proposal or project concept, the discussions with the COR, project sponsor(s) and relevant third parties, and any additional information received, the Contractor shall provide a written statement (“Evaluation Statement”) to USTDA that includes, but is not limited to: (1) a summary of the proposed project and request for USTDA assistance; (2) a high-level assessment of whether or not the proposed project meets USTDA’s basic funding criteria (see Section D.1.3); and (3) a recommendation on whether or not USTDA should undertake a full evaluation of the proposed activity, including the identification of any outstanding information, documentation, and/or other criteria that should be met before a full proposal evaluation can proceed.

In the event that the Contractor does not recommend a proposed activity for further consideration or it is not competitive with other proposals under evaluation, the Contractor’s Evaluation Statement shall identify the specific factors leading to this determination. The Contractor’s feedback in the assessment may be used by USTDA to inform the project sponsor(s) of the areas for improvement in their proposals and/or technical factors that may make the proposed activity not suited for further consideration by USTDA.

All deliverables submitted pursuant to this Definitional Mission shall incorporate all mutually agreed upon materials, revisions, and supporting documentation. The deliverables 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 deliverables shall also be paginated and clearly labeled. Upon direction from the

COR, the Contractor shall submit an electronic copy of the final deliverable to USTDA via email (PDF file) at the following email address: finalreports@ustda.gov. No hardcopy submissions will be accepted. The email subject line must include the title and USTDA activity number of the Definitional Mission so that it is easily identifiable.

Upon government acceptance of a final deliverable, the Contractor shall submit the corresponding invoice to USTDA.

D.1.7.2 FULL PROJECT REPORT

Upon direction from the COR, the Contractor shall complete up to six (6) Full Project Reports for USTDA funding requests in the mid- and downstream gas sector in Nigeria in accordance with the guidelines provided in this Statement of Work and the Project Report Outline (Attachment I). The Contractor shall consult with USTDA for further guidance on developing the Full Project Reports.

Once the COR has indicated that a Full Project Report should be completed for a proposed activity, the Contractor shall review the proposal, then arrange a call or meeting with the COR to discuss the proposed activity. Following the discussion with the COR, the Contractor shall contact the project sponsor(s) and relevant third parties, as needed, to discuss the proposed activity and request any additional information, documentation, and/or clarifications necessary to complete the Full Project Report. The Contractor shall provide to USTDA a copy of any such requests or correspondence with the project sponsor(s) and/or third parties.

For each Project Report, the Contractor shall develop and prepare a report that complies with and satisfies all elements in the following PWS components:

a) PWS Section D.1.3. USTDA Funding Criteria

b) PWS Section D.1.4. Climate Resilience Screening

c) PWS Attachment I. Project Report Outline, including Attachment V (Required Budget Format) and Attachment VI (Task Completion

Schedule)

d) PWS Attachment III. Impact on U.S. Labor

e) PWS Attachment IV. USTDA Nationality Requirements

f) PWS Attachment VIII. Guidance on Climate Resilience Screening

g) PWS Attachment IV. U.S. Companies Contacted During the Course of the

Definitional Mission

Additionally, the Contractor shall collect, review, and analyze all necessary information acquired from the following sources:

a) Proposal and supporting documentation provided by Project Sponsor(s) and related project parties; and

b) Meetings (including conference calls) with prospective Grantees, interested U.S.

companies in the relevant sectors, as well as project finance sources.

mailto:finalreports@ustda.gov

Prior to initiating a Project Report, the Contractor shall obtain an official letter of interest/commitment from the Grantee demonstrating their commitment to the Project and working with USTDA and the selected U.S. Contractor on the Activity. If a letter cannot be obtained, the Contractor shall discuss and receive written approval from the COR prior to initiating the Project Report. Project Reports will not be approved by USTDA unless the official letter or written approval from USTDA authorizing the Project Report is included.

Following the completion of all Project Reports, the Contractor shall submit to USTDA a Final Report, which compiles all of the Project Reports that have been approved by USTDA. The Final Report submission shall also include the Required Budget Format for each Project Report in individual Microsoft Excel documents.

D.1.7.3 PUBLIC MARKET REPORT

The Nigeria Gas Sector Public Market Report should conform to the outline found in Attachment II, “Public Market Report Guidance and Outline,” 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 be informed by parts of the Project Reports. However, as this Public Market Report may be widely distributed by USTDA, it shall not contain any confidential, sensitive, or non-public information.

USTDA may publish the Public Market Report on its website and/or in other media platforms.

Thus, the Public Market Report shall be suitable for publication.

Upon direction from the COR, the Contractor shall submit electronic copy of Public Market Report to USTDA. 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 definitional mission and the project number so that it is easily identifiable.

The Contractor shall submit the Public Market Report under this Contract to the COR on or about one week following of receiving USTDA’s approval of the final Full Project Report.

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.1.7.4 FINAL REPORT

The Contractor shall submit a DM Final Report that includes a complete description of the mission detailing the following:

(a) All projects reviewed during the course of the mission;

(b) All Project Reports, including the TOR and budgets the Contractor has developed in coordination with the Project Sponsor and U.S. firm for each project;

(c) Summaries of all meetings held in the U.S. and overseas for each Project Report;

(d) List of all persons attending the meetings and their contact information for each Project

Report;

(e) A brief explanation for any activity(ies) or project(s) that were reviewed and were not recommended for USTDA funding; and

(f) The final Public Market Report.

If it is anticipated that the Final Report cannot be provided within three (3) weeks following final travel to the Host Country(ies), 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 Final Report before the submission of the entire Final Report.

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 via 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. 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. QUALITY CONTROL AND PERFORMANCE ASSESSMENT

D.1.8.1. Quality

The deliverables 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 deliverables 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.1.8.2. Performance Assessment

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).

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.1.9. 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.1.10. 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.1.11. 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 or until the awarding of a USTDA-funded feasibility study resulting from this contract. The Contractor is responsible for including this restriction in all subcontracts under the Contract.

D.1.12. 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.1.13. PERIOD OF PERFORMANCE:

The Period of Performance for this Contract shall be twenty-four months (24) from the date of the Contracting Officer's signature on the Contract.

D.1.14. PLACE OF PERFORMANCE:

The places of performance shall be in the Federal Republic of Nigeria, and at the Contractor’s facility.

D.2. ATTACHMENTS

ATTCH/ TITLE

EXHIBIT

I Project Report Outline II Impact on U.S. Labor Statement III USTDA Nationality Requirements IV Required Budget Format V Task Completion Schedule VI Budget Narrative Requirements VII Guidance on Climate Resilience Screening VIII U.S. Companies Contacts

Attachment I – 1

Attachment I

Full Project Report Outline: Business Confidential Analysis and Recommendation

A. Executive Summary.

The Contractor shall provide an executive summary of its 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

Attachment I – 2

• 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.

Attachment I – 3

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

Attachment I – 4

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.

Attachment I – 5

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 VII 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 II and any implication such prohibitions may have on the activity and/or Project.

K. Project Implementation Risks.

The Contractor shall articulate the most prominent risks and the potential risk mitigants that may enable activity and/or project implementation success, for example through the specific design of your TORs.

Support for the Project

• How has the host country government expressed support for the project?

• Is there a stated host country government strategy, policy, or regulation that supports implementation of the project?

• What is the breadth and depth of grantee support/engagement on the activity and project? If only one grantee contact is critical and knowledgeable or engaged on the activity/project, what steps would USTDA or the contractor need to take to respond and mitigate the impact/change of personnel/champion for the activity/project?

Financial Strength and Management Acumen

• Once the TORs are complete, what will be the remaining impediments to financing the project?

• What assurances have you received that the parties have the wherewithal to implement the project?

Regulatory, Legal and Economic Risks

Attachment I – 6

• Which permits, licenses, or government agreements that are required at this stage of the project’s development remain outstanding? What are the expected timelines for these approvals? Are any challenges anticipated to obtaining all required approvals for the project?

• Will any federal/state/local political cycles or other political considerations, such as sanctions, impact implementation of the project?

• Are there contract sanctity challenges in your market, and will these challenges have any bearing on implementation? For example, is there a high likelihood that a power purchase agreement may not be honored if lower energy prices become readily available?

What is the risk profile of the proposed USTDA-funded activity?

• Does the U.S. contractor have a track record working in the host country and industry? With the proposed technology? Bringing early-stage deals with this technology and/or in the host country to financial close?

• What assurances have you received that the parties have the wherewithal to implement the activity?

• Should the U.S. contractor be asked for audited financials? If so, do they have them?

If not, what else can the contractor provide to demonstrate financial/operational health?

• What percentage of the contractor’s revenue is representated by the USTDA grant?

• For RTMs: describe the anticipated impact of the RTM on the country from which delegates are being invited, and what strategy will be used for invited entity identification and selection.

What are the potential risk…