Attachment_A_-_Power_Africa_SOW.docx

Overseas Private Investment Corporation (OPIC) Combined Synopsis/Solicitation for Power Africa Consulting Services

ATTACHMENT A

Independent Consulting Scope of Work

1.0 INTRODUCTION

The Overseas Private Investment Corporation (OPIC) was established as an agency of the U.S. government in 1971. OPIC is the U.S. Government’s development finance institution. It mobilizes private capital to help address critical development challenges and in doing so, advances U.S. foreign policy and national security priorities. Because OPIC works with the U.S. private sector, it helps U.S. businesses gain footholds in emerging markets, catalyzing revenues, jobs and growth opportunities both at home and abroad. OPIC achieves its mission by providing investors with financing, political risk insurance, and support for private equity investment funds, when commercial funding cannot be obtained elsewhere. OPIC supports a wide range of investments, including extractive industries, agriculture, manufacturing, and infrastructure.

OPIC is a key U.S. government agency in implementing President Obama’s Power Africa initiative, which seeks to add 30,000 megawatts (MW) of new, cleaner electricity generation capacity and increase electricity access by at least 60 million new connections in sub-Saharan Africa. OPIC has already committed more than $1.5 billion in financing and insurance to power projects in sub-Saharan Africa since the creation of Power Africa in June 2013 and aims to commit an additional $1 billion through 2018.

OPIC is seeking contractors, whether individuals or firms, to provide staffing support to OPIC’s implementation of the Power Africa initiative.

2.0 SCOPE OF WORK

The contractor shall provide eight full-time personnel (noted below as FTEs) to support four departments across OPIC in order to expand OPIC’s capacity to source, develop, execute, and monitor new and existing financing and insurance transactions within the power sector of sub-Saharan Africa.

2.1 Finance Professionals (6 FTE)

The Contractor shall provide OPIC’s Structured Finance and Insurance and Small and Medium Enterprise Finance Departments with four intermediate level Financial Analysts/Specialists: and two senior Financial Consultants/Managers who shall provide the following support to OPIC project finance teams:

1. Conduct in-depth analyses on new loan proposals in the renewable energy and energy efficiency sectors to determine their financial, technical, economic, legal, market and political feasibility. This analysis includes:

a. Financial condition, experience and technical capacity to meet obligations of all relevant parties including sponsors and all other contract parties;

2. Perform in-depth analyses of: the nature of the proposed projects (solar, wind, biomass, geothermal, hydro); the viability of the renewable resource; the suitability of the proposed technology, key risks related to the project’s contractual obligations requiring an evaluation of power purchase agreements, engineering, procurement, and construction contracts, feedstock supply agreements, interconnection agreements, et al.; the financial conditions of sponsors, equipment manufacturers, key contractors, and other project parties; country-related legal, macroeconomic and microeconomic risks; and other related factors;

3. Building, auditing and testing financial models and performing sensitivity analyses as a basis for determining the robustness of the project and defining key covenants;

4. Preparing loan papers for presentation to approval committees

5. Negotiating with project sponsors, management, project contractors, and host country governments on OPIC loan terms, OPIC policy requirements, collateral security and completion support;

6. Assist with business development for existing and prospective clients and support the development of transactions documentation leading to financial close and first disbursement.

2.2 Policy Professional (1 FTE)

The Contractor shall provide OPIC’s Office of Investment Policy with a senior-level Environmental and Social Impact Analyst who shall assist the environment group in the environmental and social review of power projects in sub-Saharan Africa. This individual shall provide the following support:

1. Evaluating proposed projects with respect to OPIC’s environmental, social and safety aspects of the projects to assure they meets OPIC’s environmental, social, health and safety requirements as identified in OPIC’s Environmental and Social Policy Statement (October 2010, available at http://www.opic.gov/sites/default/files/consolidated_esps.pdf) and acceptable industry standards and practices (including but not limited to IFC’s EHS Guidelines for Thermal Power Plants [available at: http://www.ifc.org/wps/wcm/connect/topics_ext_content/ifc_external_corporate_site/ifc+sustainability/our+approach/risk+management/ehsguidelines] and OPIC’s Renewable Energy Guidelines [available at: http://www.opic.gov/doing-business-us/OPIC-policies/renewable-guidelines]);

2. Identify, collect and analyze relevant data concerning the potential impact of proposed projects on the environment of the host country and globally as well as on communities potentially affected by the project. Relevant data includes international and U.S. guidelines, standards, legal and regulatory restrictions relating to environmental protection, public health and safety and other country-specific environmental information;

3. Review various forms of environmental and social policies, plans and management systems and provide gap analyses between corresponding national and international legal and regulatory frameworks. For each review conducted, the IC will prepare an “environmental clearance” in accordance with established OPIC procedures (refer to OPIC’s Procedure Manual at http://www.opic.gov/sites/default/files/files/opic-procedures-manual-2012.pdf);

4. Review environmental, social, health and safety reports and plans (“deliverables”) submitted as a condition of the OPIC contract and follow-up with clients regarding receipt and/or adequacy of deliverables; and

5. Called upon to conduct on-the-ground site visits as necessary to monitor environmental and social compliance at OPIC’s existing projects or to conduct due diligence visits for high risk projects. A written report shall be prepared describing the findings of each of the site visits and submitted within 15 days of completion of the site visit.

2.3 Financial Management Professional (1 FTE)

The Contractor shall provide an individual who will assist full-time in the management of a portfolio of complex, sensitive, or precedent-setting finance projects under the Power Africa initiative. Work may be conducted in any of the initial set of Power Africa countries, including Ethiopia, Ghana, Kenya, Liberia, Nigeria, and Tanzania. The Contractor shall provide OPIC’s Department of Financial and Portfolio Management (“DFPM”) with support as described below:

1. The contractor shall be the primary contact within DFPM for OPIC-supported Power Africa projects, providing support to various units within DFPM, including Credit Policy, Risk Management, Development Partnership Framework Division and Portfolio Management Division. Responsibilities include:

a. Project credit review and approval;

b. Country and project risk analysis;

c. Approval of disbursements;

d. Monitoring of and reporting on approved projects throughout the life of the projects, including maximizing return on distressed assets through financial restructuring and advocacy.

2. The contractor shall assist in the management of a portfolio of complex, sensitive, or precedent-setting finance projects under the Power Africa initiative.

3. The contractor shall provide advice and support on planning, developing, implementing and evaluating issues related to credit, risk, and OPIC policy.

4. The contractor shall provide in-depth analysis of the ongoing operations of OPIC projects, the financial statements provided by the project and the project sponsors, country related macroeconomic and microeconomic risks, and risks related to project contractual obligations.

5. The Contractor shall be required to manage all phases of the project finance credit management process, from time of credit review to repayment. Specific responsibilities may include:

a. Determining whether opportunities for new financing exist for OPIC within existing portfolio;

b. Assisting with in-depth research on Power Africa countries and the power sector in particular;

c. Assisting Risk Management and OPIC in the development of a risk strategy for the countries and markets under the Power Africa initiative;

d. Conducting specific project due diligence;

e. Reviewing and assessing potential loans to borrowers investing in power projects in Africa to help meet the agency’s Power Africa goals;

f. Providing support to maintain a data base for Credit Policy on project parameters, counterparts, other risks, and performance analysis;

g. Managing credit relationships from project finance to project management;

h. Providing in-depth analysis of the ongoing nature of the business venture, the financial statements provided by the project and the project sponsors, country related macroeconomic and microeconomic risks, and risks related to project contractual obligations;

i. Creating and updating complex financial models for all projects;

j. Reviewing loan documentation for new projects;

k. Re-negotiating and documenting terms and conditions of existing finance agreements and other project documents;

l. Monitoring financial covenants and project completion requirements; and

m. Representing OPIC externally at conferences as required and participate in interdepartmental activities, such as Task Forces.

2.4 Full-Time Presence Terms

One FTE is equivalent to 232 days of full-time support. Specifically, the Contractor shall provide support for each FTE proposed that will be present and available to support OPIC during working days (Monday through Friday, excluding federal holidays) and core hours (0915 through 1600) at least 232 working days out of each 12 months of performance. If the level of support for an individual providing support falls below this number of days for any reason, then the Contractor shall reduce the amount of the invoice submitted at the end of a 12-month performance period pro rata based on the shortfall in days of support provided. The contract price will remain the same if the Contractor provides more than 232 days of support during a 12-month performance period.

3.0 PERFORMANCE REQUIREMENTS SUMMARY

3.1 Finance Specialist Professional Performance Requirements

3.2 Policy Analyst Professional Performance Requirements

3.3 Finance Management Professional Performance Requirements

4.0 Deliverables Schedule

4.1 Finance Specialist Deliverables Schedule

4.2 Policy Analyst Deliverables Schedule

4.3 Financial Management Support Deliverables Schedule

5.0 KEY PERSONNEL

The contractor shall have the personnel, organization, and administrative controls necessary to ensure that each task is completed satisfactorily. Personnel, identified in the contractor’s staffing plan shall be considered essential to this contract. The Contractor shall provide evidence, such as resumes, that shows proposed personnel possess the proper qualifications and experience required in the RFP to perform the requirements of this contract.

Contractor personnel shall have demonstrated experience, documented in their resumes, referencing the required skills for successfully completing these tasks. All personnel shall be fully trained and ready to perform the tasks of this contract.

The Contractor shall notify the Contracting Officer or the COR no fewer than 30 days prior to assigning personnel named in the contract to other projects. The Contractor shall not make any changes or substitutions in personnel until it has received authorization from the Contracting Officer or the COR to proceed with the change.

The contractor shall replace immediately any individual who fails to perform his/her duties adequately, is chronically absent, conducts himself/herself in a manner that is inconsistent with government employment policies and practices, or engages in practices that are disruptive to the work environment.

· If changes in staff are necessary, replacement personnel shall be at least as qualified as their predecessors; and

· The contractor shall ensure that replacement personnel, should they be necessary, are prepared and ready to assume the required duties to perform at or above the level of personnel being replaced.

6.0 PLACE OF PERFORMANCE

OPIC’s offices in Washington, DC (1100 New York Ave., Washington, DC 20527) and periodic to frequent international travel.

7.0 PERIOD OF PERFORMANCE

The base period of performance is twenty-four months from the date of award. This contract also has two one-year sequential options to extend the period of performance.

8.0 GOVERNMENT-PROVIDED ACCESS AND RESOURCES

The Government will provide the following:

9.0 PERSONNEL SUITABILITY AND SECURITY REQUIREMENTS

These positions have been designated low-risk and require a T1 investigation. All contract personnel who will have access to United States Overseas Private Investment Corporation data or websites shall have an Overseas Private Investment Corporation approved background investigation prior to gaining access to the Overseas Private Investment Corporation (per the standards in 5 CFR Part 731). Overseas Private Investment Corporation approved background investigations may include the Applicant Name Check, the National Agency Check and Inquiry (NACI), Special Agreement Check (OFI-86C), and/or other Overseas Private Investment Corporation approved previous investigation(s). Personnel and Physical security contract employees must be able to obtain and maintain a favorable fitness / suitability determination.

Should the Contracting Officer or designee receive an unsuitable report on any contract employee as a result of processing the required forms, or should an existing employee under this contract become unsuitable or unfit for assigned duties in this regard, the Contractor will be advised by the Government that such employee cannot be assigned to work or continue to work under the contract. The Contractor shall immediately remove any such employee and begin the process to replace him/her with a suitable substitute.

Potential contract employees who have previously had their suitability determined may not need to submit forms, pending verification to the Overseas Private Investment Corporation by the prior Government agency or unless one (1) calendar year or more has elapsed since they last started work. These potential contract employees shall, however, submit, in lieu of Overseas Private Investment Corporation required paperwork and prior to employment, a statement on the prior agency’s letterhead that they have a current suitability determination. In addition to being submitted on the respective agency's letterhead, the statement shall also list the following: Full Name, Social Security Number, Date of Birth, and a Point-of-Contact, including an up-to-date telephone number, contract number(s), and performance dates for contracts on which they have or are currently participating, which required such a determination.

Applicants may be required to complete the following:

· Personal Identification Verification (PIV) Online Training

· I-9 Form, Employment Eligibility Verification

· SF-85, Questionnaire for Non-Sensitive Positions

· Fingerprints

· OF-306, Declaration for Federal Employment

10.0 TRAVEL

Travel by the Contractor is anticipated for this requirement. Should the Government determine that travel is necessary, the required authorization for travel will be provided by the Contracting Officer Representative (COR) or the Contracting Officer if the COR is not available. Travel shall not be undertaken without authorization. If travel is authorized, OPIC will only reimburse the Contractor for actual travel costs incurred during the authorized travel period. When travel is authorized, the Contractor shall provide estimated travel costs to the authorizer in advance of scheduling travel. Requests for travel must include the following information:

All travel shall be performed in accordance with Government travel regulations. The Government will reimburse travel expenses at actual cost, in accordance with limitations equivalent to those set forth in the Federal Travel Regulations (FTR). Unless authorized by the Contracting Officer, reimbursement of lodging, meals and incidental expenses will not exceed the applicable rates set forth in the FTR for the travel destinations.