Attachment_J.1_-_TO1.pdf

Solicitation No.: SOL-OAA-17-00108 Smart Utilities and Sector Reform Task Order

ATTACHMENT J.1: SMART UTILITIES AND SECTOR REFORM REQUEST FOR

TASK ORDER PROPOSAL (RFTOP)

SECTION B – SUPPLIES OR SERVICES AND PRICE/COSTS

B.1 PURPOSE

The purpose of this task order is to provide services that fall within the Scope of Work (“SOW”) specified in Section C of the Smart Utilities and Sector Reform Task Order (TO).

B.2 CONTRACT TYPE

This is a Cost Plus Fixed Fee (“CPFF”) Term Task Order. For the consideration set forth in the Task Order, the Contractor shall provide the deliverables or outputs described in Section C and comply with all task order requirements

B.3 ESTIMATED COST, FIXED FEE AND OBLIGATED AMOUNT

(a) The estimated cost for the performance of the work required for this task order, exclusive of any fixed fee, is $TBD. The fixed fee is $ TBD. The estimated cost plus fixed fee is $TBD.

(b) Within the estimated cost plus fixed fee specified in paragraph (a) above, the amount currently obligated and available for reimbursement of allowable costs incurred by the Contractor (and payment of fee, if any) for performance hereunder is TBD. The Contractor must not exceed the aforesaid obligated amount in accordance with Federal Acquisition Regulation (“FAR”) § 52.232.22, “Limitation of Funds,” incorporated by reference in Section I.1 of the basic IDIQ contract.

B.4 BUDGET

Item Year 1 Year 2 Year 3 Year 4 Year 5 Total

Direct Cost

Indirect Cost

Total Estimated Cost, exclusive of fee

Fixed Fee

Total Estimated Cost plus Fixed Fee

(c) The inclusion of any costs in the above budget does not obviate the requirement for prior approval by the contracting officer of cost items designated as requiring prior approval by any of the terms and conditions of this task order, including the applicable cost principles (see FAR § 52.216-07, “Allowable Cost and Payment”); nor does it constitute a determination of allowability by the contracting officer of any item of cost, unless specifically stated elsewhere in this task order. Also, these amounts may not be adjusted without a written modification signed by the contracting officer. The Contractor shall not bill any amounts against this task order in excess of the amounts specified for each line item.

(d) The contractor agrees to furnish data that the contracting officer may request on costs expended or accrued under this task order in support of the budget information provided herein.

B.5 INDIRECT COSTS

Pending establishment of revised provisional or final indirect cost rates, allowable indirect costs shall be reimbursed on the basis of the following negotiated provisional or predetermined rates and the appropriate bases for the prime contractor and its major subcontractors (“major subcontractors” are those subcontractors expected to perform at least 20% or a prominent part of the technical effort):

Prime: [To be Determined at Award] Description Rate Base Type Period

[•]% 1/ 1/ 1/

1/ Base of Application: [•] Type of Rate: [•] Period: [•]

Major Subcontractor: [To be Determined at Award] Description Rate Base Type Period

[•]% 1/ 1/ 1/

1/ Base of Application: [•] Type of Rate: [•] Period: [•]

The Contractor is allowed to recover applicable indirect costs (i.e., overhead, G&A, etc.) on other direct costs (“ODCs”), if it is part of the Contractor’s usual accounting procedures, consistent with FAR Part 31, and Negotiated Indirect Cost Rate Agreement (“NICRA”). Indirect costs shall not be allowed for organizations that do not have a NICRA. All costs for organizations without a NICRA shall be budgeted and billed as direct costs.

USAID will not reimburse allowable indirect costs that exceed the indirect cost ceiling rates provided in Section B.7 of the basic IDIQ contract.

B.6 COSTS REIMBURSABLE

The U.S. dollar costs allowable will be limited to reasonable, allocable, and necessary costs determined in accordance with FAR § 52.216-7, “Allowable Cost and Payment,” FAR § 52.216- 8, “Fixed Fee,” FAR § 52.232-20, “Limitation of Cost,” and FAR § 52-232-22, “Limitation of Funds,” if applicable, and AIDAR 752.7003, “Documentation for Payment.”

B.7 PAYMENT OF FIXED FEE

USAID will pay a proportion of the contractor’s fixed fee pursuant to FAR § 52.216-8, “Fixed Fee,” upon the receipt of an invoice deemed proper by the Office of Chief Financial Officer (“M/CFO”). In the event the Contractor has not delivered the total Level of Effort (“LOE”) at the expiration of the Contract period, the fixed fee will be adjusted proportionately to the LOE delivered. For example, if the Contractor has expended 85% of the total level of effort, then the Contractor is entitled to 85% of the fixed fee amount, provided that the performance has been satisfactory.

B.8 LEVEL OF EFFORT

(a) The Contractor must devote [TBD at time of award] person-days of professional LOE for the following categories of employees: Long-Term and Short-Term direct employees and consultants. This total level of effort must be organized per year and by labor categories.

(b) Subject to the ceiling price established in Section B.4and the prior written approval of the

Task Order Contracting Officer’s Representative (“TOCOR”), the Contractor may adjust the level effort actually employed in the performance of this order. The Contractor shall attach a copy of the TOCOR’s approval to the final voucher submitted for payment. Adjustment may only be within the ceiling of the total workdays ordered.

(c) It is the Contractor’s responsibility to ensure the TOCOR-approved adjustments to the level of effort ordered do not result in costs incurred which exceed the ceiling price of Line Item

2. Under no circumstances shall such adjustments authorize the Contractor to be paid in any sum in excess of the ceiling price.

B.9 MULTI-YEAR CONTRACT

The ceiling is considered non-severable, creating a multi-year contract as defined in FAR §

17.103. Therefore, this contract is subject to the requirements of FAR § 17.106.

Cancellation Ceiling: This is a cost-reimbursement (CPFF Term) task order where the contractor is authorized to be reimbursed for all costs which are allowable in accordance with FAR § 52.216-7, “Allowable Costs and Payment”. Therefore, the Contractor shall not incur any costs which would have been amortized over the life of the contract should the contract be cancelled in accordance with FAR § 52.217-2. Therefore, the cancellation ceiling for each cancellation date is shown below.

Contract year Cancellation Date Amount (USD)

Contract Year 2 [To Be Determined At Award] [$0 or Offeror proposes a different amount]

Contract Year 3 [To Be Determined At Award] [$0 or Offeror proposes a different amount]

Contract Year 4 [To Be Determined At Award] [$0 or Offeror proposes a different amount]

Contract Year 5 [To Be Determined At Award] [$0 or Offeror proposes a different amount]

[END OF SECTION B]

SECTION C – DESCRIPTION/SPECIFICATION/STATEMENT OF WORK

C.1 BACKGROUND

Power sectors in many developing countries are dominated by inefficient, state-owned power utilities that are unable to recover costs, maintain system assets or invest in new infrastructure to meet growth in demand. Dissatisfaction with this model has led a number of countries to initiate reforms but, in many cases, their implementation has been slow or incomplete. As a result, the power sector is frequently a large fiscal burden on national budgets as governments move resources away from other public services, such as health and education, to subsidize the inefficiencies of power utility operations. In some countries, such as Haiti, the subsidy burden can be as great as 12% of the national budget.

Poor utility performance has characteristics common across countries. These include, among others, poor service quality with frequent outages; tariffs that do not recover costs; low levels of billing and collections; ill-trained utility personnel; and antiquated staff and resource management systems. As women are the primary managers and users of energy in the home and in many small businesses, the drudgery of women’s chores can increase when electricity service is poor or non-existent, adding to their unpaid care work burden and time poverty, as well as harming their health and wellbeing. Addressing the above issues through sector reforms requires high level political will as tariff adjustments are unpopular with constituencies; utility jobs are often given out as political patronage; and utility operations provide ample opportunities for graft and corruption through, for example, diesel theft and non-transparent and non-competitive power purchase agreements. While these can enrich the political elite and other interested parties, their cost to the country can be staggering as public purses are drained and poor quality electricity service undermines economic growth and social development.

USAID investments in energy assets can be at risk where their management and operation are performed by unreformed utilities that are not financially or technically capable of operating and maintaining the asset over the long term. While this may be self-evident, large infrastructure investments by donors are often made post-disaster or post-conflict where there is urgent need to deliver services but the utility is immature or poorly performing. This is often in the context of a lack of policy and regulatory framework with clear rules for such subjects as market structure and transactions, private sector participation, tariff setting, and utility performance, and functioning institutions that can competently formulate, apply and enforce them. Additionally, energy policies generally neglect the role of women as primary managers and users of energy in the home and in many businesses, and do not lay the framework or develop the necessary mechanisms for empowering women as decision makers in institutions governing the sector.

Addressing these fundamental issues through reforms and utility commercialization are necessary preconditions for increasing investment in sustainable and reliable energy. Systems that have low cost recovery and are decapitalizing do not have funds to invest nor can attract private investment; neither can they adequately operate and maintain existing assets. In addition, tariffs that do not recover costs, poor billing and collections, and fuel subsidies mask the necessary price signals to incentivize energy conservation and promote investment in energy efficiency. Smart, well-targeted subsidies require institutional capacity to develop and manage relatively sophisticated designs.

With the cost of technologies such as solar and wind dropping significantly, renewable energy generation is now outpacing conventional technologies in global capacity additions. Adapting to this mainstreaming of Energy requires utility and regulatory skills that are often lacking in unreformed sectors. Energy requires good economic regulation that, for example, can deal with capacity factor variations, spinning reserve, transmission access and pricing, and cost allocation associated with informatics and metering needed to cope with intermittency. Energy efficiency and demand side management also require distinct regulatory skill sets. Renewable energy investments require utilities to have strong utility skills in transmission system planning and operation for handling intermittency, generation resources that may not be near load centers, and low and fluctuating capacity factors. These are generally missing in un-reformed sectors.

C.2 OBJECTIVES

The Smart Utilities and Sector Reform Task Order (“TO”) aims to promote utility commercialization and equitable, effective reforms that will enhance the financial viability and long term sustainability of developing countries’ electricity systems and thereby enable their expansion and growth and establish the necessary preconditions for additional private sector investments. The Contractor shall assist countries with assessing existing sector conditions and preparing new strategies and plans; designing and implementing new market structures and models for private sector participation; building institutional capacity; testing new commercialization technologies; and reporting lessons learned and results. The Contractor shall empower women and reduce gender gaps in the energy sector and across the value chain.

C. 3 Core Activities

The following activities shall be undertaken under the Smart Utilities and Sector Reform TO:

(1) Developing sector assessments, strategies and plans: Before launching reforms, developing country governments and stakeholders often require sector or issue-based assessments, including understanding social issues such as gender dynamics, which describe existing conditions, identify areas for reform, and recommend actions. These assessments and analyses can become the basis for strategies and plans that provide the roadmap for governments and/ or utilities for implementation. In addition, they can be the platform for stakeholder consultation and consensus-building on sometimes controversial issues. Task Order outputs shall include sector-wide or issue-based assessments, strategies or plans and any underlying fact-finding, diagnoses, and analyses.

(2) Hosting sector reform workshops and forums: Workshops and other forum for discussions will be needed to educate stakeholders and obtain consensus on the approach and next steps for reform. The Contractor shall design gender-informed workshops that ensure the inclusion of women and other vulnerable populations and develop agendas, presentations and other material that will encourage dialogue and build consensus for gender-informed reform solutions.

(3) Preparing program designs and evaluations: Once strategic directions have been set, USAID will support specific programs or activities to help implement reforms and/or commercialization activities. The Contractor shall assist with developing program designs in collaboration with stakeholders, including new program designs based on previous assessments or revisions to the design of faltering programs. Third party evaluations, either during program implementation or post-program implementation, may be necessary to make mid-course corrections and to capture lessons learned and best practices for future application.

(4) Designing and implementing new market structures: The electricity sector in many developing countries is characterized by a national vertically integrated, publicly owned utility that owns and operates generation, transmission and distribution. Many are considering or already moving towards unbundling or, especially where there is no national grid, a decentralized model that allows for local ownership and/or management of power infrastructure.

Countries with more advanced sectors may be considering establishing competitive wholesale and/or retail markets and associated mechanisms. The Contractor shall assist stakeholders with examining potential models and their pros and cons, developing strategies, examining the respective roles of stakeholders, building consensus around optimal market structures, and implementing activities to support transition to the new market structure.

(5) Developing appropriate legal and regulatory frameworks: Once an electricity market structure and options are agreed upon, new legislation or changes to existing laws may be necessary. The Contractor shall assist governments in establishing appropriate legal and regulatory frameworks by providing legal/regulatory advice, preparing legal/regulatory reviews, modifying or drafting legislation and regulations, and educating policy- and law- makers and other stakeholders. Contractor activities shall also include assisting developing countries with establishing regulatory incentives for Energy such as tariff-based incentives (e.g. feed-in tariffs and preferential tariff systems), quota systems, tendering, direct investment support and power purchase agreements.

(6) Designing and implementing new models for private sector participation: One driver of sector reform is the anticipation of greater private sector participation that will bring outside expertise and investment to the sector. The Contractor shall support country government efforts to attract investment in generation as well as private sector participation in distribution, such as through management contracts and concessions, where it will cost-effectively improve sector performance, operations and management. Task Order outputs will include financial analyses and projections; legal reviews; organizing and collecting technical data for creation of data rooms; transaction advisory support services; preparation of transaction documents; assistance with road shows to generate and assess interest by potential investors and/or operators; and advice and guidance to governments during negotiations with private energy firms.

(7) Strengthening corporate governance: Corporate governance defines the relationship between the utility and the Government, as its owner, and is critical for ensuring transparent and accountable governance and management by the utilities’ Board of Directors and senior management. It is often a critical first step in reforming troubled utilities. The Contractor shall provide expert assistance for implementing corporate governance measures, such as assessing the structure and composition of Boards and recommending and implementing necessary changes;

increasing gender diversity in leadership; separating roles and defining them clearly; defining utilities’ reporting requirements; improving public procurement rules; introducing anti-graft rules and commissions; improving financial management including audits; and promoting more customer information.

(8) Utility financial modeling and planning and tariff analyses: Utility commercialization may require robust modeling of the financial impact of selected investments in generation, transmission, or distribution, including sensitivity analysis for variable factors such as fuel oil prices, tariffs, consumption levels, etc. New investments may be determined through Integrated Resource and Resilience Planning (“IRRP”) that take into account opportunities for renewable energy, and recommend investments that can adequately meet forecasted demand for power. In addition to decisions about the size and type of new investments, tariff structure and subsidies can significantly impact the commercial and financial performance of utilities and energy supply technology choices. The Contractor shall support a range of services for Government policymakers, regulators and utilities, including preparing system expansion plans, taking into account options for Energy, and related financial modeling; defining the tariff setting process, objectives, and structure; and subsidy formulation and targeting.

(9) Customer regularization and metering: Reducing non-technical losses and establishing adequate controls for theft and non-payment are central to the financial well-being of utilities.

Technologies, such as pre-payment meters, Automated Meter Reading (“AMR”), and wireless technology for credit purchase and management, are providing utilities in developing countries with new tools for achieving loss reduction. Increasing affordability of service for low-income customers is key for preventing reversion to theft. This can be cost-effectively achieved by introducing energy efficiency measures and behaviors to households and businesses. In addition, once consumers are ‘regularized’ and are paying for service, they respond by more carefully monitoring and reducing their consumption of power. The Contractor shall support utility efforts in designing, testing and evaluating new technologies and approaches to customer regularization and metering and ensuring that both female and male consumers have access to and understand these technologies.

(10) Expanding access to electricity service: Utilities face different challenges in expanding service in urban versus rural areas in their service territory. In more densely populated urban and peri-urban areas where the grid is accessible, households and businesses may have access to electricity but may be tapping into the network illegally. Utilities may be focusing in these communities on regularizing consumers, as outlined in #9 above. In more remote rural areas, upfront capital costs to extend the network may be prohibitive and the utility may seek other options for providing services, such as through concessions or cooperatives. The Government may develop rural electrification policies and programs to mandate, finance or incent utilities and/ or the private sector and NGOs to reach these communities. The Contractor shall assist the relevant stakeholders – the utility, responsible Government entities, NGOs and/or the private sector – to assist with the development, implementation and evaluation of grid- rollout plans and rural electrification initiatives that reach both female and male consumers and take into consideration their respective needs and priorities (i.e. household-level use, street lighting, and cooking energy may be priorities for women, but not men). Such support may include the procurement of materials necessary for grid expansion and distribution network enhancement, and the construction, installation, and/or rehabilitation of small-scale infrastructure needed to connect/improve service to consumers.

(11) Capitalizing on new technologies and emerging trends: Technological changes, particularly those leading to a more decentralized, digital, dynamic grid system, are creating new challenges and opportunities for utilities. As prices for solar PV and wind have fallen dramatically in recent years, utilities are adding large scale grid-connected renewable energy supplies. Customers are adding rooftop PV, storage, and other distributed generation resources and, where permitted, are selling excess power back to the grid. The variability and other unique attributes of renewable and distributed energy supplies bring a host of financial, technical, and operational complexities for utilities to manage. In addition, energy efficiency is increasingly viewed as a least cost resource by utilities and Government stakeholders which can help manage peak loads and defer the need for additional generation. Utilities can implement a range of Demand Side Management (“DSM”) activities such as audits, rebates and other incentives for retrofits, and education campaigns, and policy makers and regulators can promote efficiency through such measures as energy efficiency resource standards, time of use tariffs, and forward capacity auctions. The Contractor shall assist utilities and associated stakeholders with assessing opportunities and adapting to these trends by designing, implementing, and evaluating measures to address the unique challenges they pose.

(12) Enhancing utility organization and capacity: Developing country utilities often lack an effective organizational structure and the necessary capacity to effectively manage utility operations, including the sophisticated tools and skills required to integrate Energy technologies and manage their unique attributes. The Contractor shall assist utilities with assessing their organizational structures and human resource policies and procedures, and their needs for training, tools and technologies that can enhance utility performance and take advantage of opportunities for adopting these new technologies.

(13) Promoting gender equality: A recent USAID study1 shows that gender inequality is often the norm in utility management and operations. Of a sample of 14 utilities, almost all had gender imbalances throughout their operating units, even when controlling for the large number of men working in technical field operations. On average, women only made up about 13% of the workforce. Furthermore, most utilities are not using internships or professional training to improve gender disparities. The USAID Engendering Utilities program is currently working with seven utilities from five countries to identify, design and implement gender interventions appropriate to each utility and national culture, which will provide a path to both attract and retain women employees, while treating men equally. Recent and planned activities include implementing community outreach activities including a “Bring your Daughter to Work Day,” training women for leadership, developing professional career development plans, and formalizing their commitment to gender equality through external Gender Audits and Gender Seals. To address gender imbalances, the Contractor shall utilize the findings and lessons from this ongoing USAID program to develop similar assessments and activities with other utilities and/or to complement work undertaken by the USAID Engendering Utilities program in the seven target utilities.

(14) Training and technical assistance: This task order will support a range of options for training and technical assistance for Government policymakers, regulators and utility staff including short- and long- term advisory support, attendance at recognized courses and workshops, and ad hoc technical guidance. The Contractor shall provide cutting edge gender-informed training, advice and recommendations that will contribute to accelerating reforms, commercializing utility operations, and integrating Energy.

(15) ‘Best practice’ analyses, reports, and media: The Contractor shall promote thought leadership in the areas of sector reform, utility commercialization, Energy, and their intersections, highlighting and addressing key gender issues that impact each area. The

1 USAID (2016) Engendering Utilities: Improving Gender Diversity in Power Sector Utilities.

Contractor shall support the preparation of thematic analyses and country case studies to fill current knowledge gaps and present best practices. The Contractor shall also prepare videos and other media, which can be posted to USAID websites and used as training tools at USAID courses and workshops.

C.4 PERSONNEL QUALIFICATIONS AND EXPERIENCE

(1) Key Personnel

a. Senior Power Reform Specialist/Chief of Party (“COP”)

The COP shall be responsible for the overall management and administration of the Smart Utilities and Sector Reform TO, including tracking implementation of the Work Plan, providing quality control of products prepared by the Contractor’s team and subcontractors, and liaising with and providing expert guidance, as required, to the

USAID.

The COP must have at least a graduate degree in economics, energy/ environmental policy, engineering, or a related field and ten years of experience leading and managing power sector reform and/or utility commercialization programs. Experience working on gender and energy intersections is preferred. S/he must have highly developed interpersonal skills; demonstrated strong analytical and problem-solving skills; and exceptional oral and written communication skills. Additionally, the COP must have demonstrated experience in rapidly assembling and managing teams that have the appropriate skills and experience to effectively execute identified tasks.

(2) Other Personnel

a. Energy Governance Specialist (“EGS”): The EGS shall be responsible for advising on institutional, legal and regulatory matters related to power sector reform. S/he must have a law degree and have at least ten years of experience providing legal guidance in the restructure and reform of power sectors, including drafting associated legislation and regulations, including those that promote clean energy, and advising on sector reform issues such as corporatization, legal models enabling private sector participation, power purchase agreements, anti-theft legislation, etc.

b. Utility Commercialization Specialist (“UCS”): The UCS shall be responsible for advising on approaches, systems, and technologies for improving the operational and financial performance of utilities. S/he must have a graduate degree in a relevant discipline and at least ten years of experience as a utility staff person or an embedded or close advisor at a developing country utility with leadership roles in developing policies and implementing activities that improve human resource management, increase collections, reduce theft, and improve customer service.

c. Private-Public Partnership Specialist (“PPS”): The PPS shall be responsible for advising on public-private partnership transactions, such as management contracts, leases, concessions, and/or Build-Own-Operate or Build-Own-Transfer arrangements to improve the performance of electricity systems and to promote private sector investment, especially in clean energy. The PPS must have a graduate degree in a relevant discipline and at least ten years of experience in advising developing country Governments on Private-Public Partnerships and structuring the transactions.

d. Clean Energy Specialist (“CES”): The CES shall be responsible for working with utilities and other stakeholders on developing energy efficiency initiatives and managing the integration of clean energy supplies, both large scale grid connected and smaller scale distributed (like rooftop PV). S/he will have a graduate degree in a relevant discipline and at least ten years of experience in assisting utilities with developing initiatives that can lead to energy savings and better manage peak demand and with working with utilities and other stakeholders on addressing the financial, technical and/or operational complexities of integrating grid-connected and distributed renewable energy supplies. Experience working on gender and energy intersections preferred.

e. Energy Specialist (“ES”): The ES shall be responsible for providing technical expertise to the COP and Additional Personnel on a range of reform and commercialization topics. S/he will be expected to undertake such tasks as literature reviews, collecting and analyzing sector and/or utility data, and researching and documenting country experiences and best practices. The ES must have at least a graduate degree in engineering, economics, business, energy/environmental policy or related field and at least five years of experience supporting energy reform and commercialization programs. Experience working on gender and energy intersections preferred.

f. Short Term Technical Assistance (“STTA”): The STTA shall provide expertise in targeted technical areas to support implementation of the activities outlined in Section C: Statement of Work. The STTA may be required to conduct research, provide technical assistance and/or training, draft reports, conduct modeling, and prepare videos and other media, and other tasks necessary to meet the Smart Utilities and Sector Reform Task Order objectives. The position requires a bachelor’s degree and a minimum of three years of experience in the subject area. International development experience is strongly preferred but not required.

g. Administrative Analyst (AA): The AA shall provide administrative, logistical and operational support. The AA may be required to conduct research, obtain documents, handle logistics for travel, training and other events, arrange travel, schedule meetings, provide administrative and program management support, prepare project related correspondence, maintain web sites and databases, and implement other administrative tasks necessary to meet the Smart Utilities and Sector Reform Task Order objectives. This position requires a bachelor’s degree and minimum of 3 years of relevant experience.

[END OF SECTION C]

SECTION D – PACKAGING AND MARKING

D.1 NOTICE LISTING CONTRACT CLAUSES INCORPORATED BY REFERENCE

All clauses from Section D of the Energy II IDIQ flow down as applicable.

D.2 BRANDING IMPLEMENTATION and MARKING PLAN [Offeror’s approved Branding Implementation and Marking Plan to be inserted at time of award]

[END OF SECTION D]

SECTION E - INSPECTION AND ACCEPTANCE

E.1 NOTICE LISTING CONTRACT CLAUSES INCORPORATED BY REFERENCE

All clauses from Section E of the Energy II IDIQ flow down as applicable.

E.2 INSPECTION AND ACCEPTANCE

Task Order inspection and acceptance shall be performed in accordance with the Energy II IDIQ.

E.3 RESPONSIBLE OFFICIAL

A TOCOR will be designated and will inspect and accept deliverables, outputs, or other development results required under this Task Order. The acceptance of goods and services and reports or deliverables by the cognizant TOCOR will form the basis for payments to the Contractor.

[END OF SECTION E]

SECTION F – DELIVERIES OR PERFORMANCE

F.1 NOTICE LISTING CONTRACT CLAUSES INCORPORATED BY REFERENCE

All clauses from Section F of the Energy II IDIQ flow down as applicable.

F.2 PERIOD OF PERFORMANCE

The Task Order period of performance will five years from the date of award.

F.3 PLACE OF PERFORMANCE

All work shall be performed at the Contractor’s facilities and locations worldwide including, but not limited to USAID offices in Washington and Missions.

F.4 KEY PERSONNEL

a. The key personnel that the Contractor must furnish for the performance of this task order are as follows:

Senior Power Sector Reform Specialist/Chief of Party (“COP”), Name of individual, TBD at time of award

b. The key personnel specified above are considered to be essential to the work being performed thereunder. Prior to replacing any of the specified individuals, the Contractor must immediately notify both the Task Order Contracting Officer (“TOCO”) and TOCOR reasonably in advance and must submit written justification (including proposed substitutions) in sufficient detail to permit evaluation of the impact on the program. No replacement of key personnel will be made by the Contractor without the written consent of the Contracting Officer.

c. Any proposed replacement personnel must meet the qualification and educational requirements for each position as indicated in Section C.

F.5 TERM LEVEL OF EFFORT

The Contractor shall supply the following level of effort (in days) for the performance of this task order.

a. Subject to the ceiling price established in Section B.4 and the prior written approval of the TOCOR, the Contractor may adjust the level of effort actually employed in the performance of this order. The Contractor must attach a copy of the TOCOR’s approval to the final voucher submitted for payment. Adjustments may only be within ceiling of the total workdays ordered.

b. It is the Contractor’s responsibility to ensure the TOCOR-approved adjustments to the level of effort ordered do not result in costs incurred which exceed the ceiling price of Line Item 2.

Under no circumstances will such adjustments authorize the Contractor to be paid any sum in excess of the ceiling price. Once the level of effort has been fully expended, this contract is complete.

Position or Labor Type Year 1* Year 2* Year 3* Year 4* Year 5* Total Days*

Senior Power Sector Reform Specialist/Chief of Party

Energy Governance Specialist

Utility Commercialization Specialist

Private-Public Partnership Specialist

Clean Energy Specialist

Energy Specialist

Short Term Technical Assistance

Administrative Analyst

*To be inserted at the time of award.

F.7 REPORTS AND DELIVERABLES

The Contractor must submit to the TOCOR all deliverables/reports/outputs required under the contract electronically in both unlocked PDF and MS Word formats on the due dates specified.

Within the first month of implementation, the Contractor and the TOCOR will set a fixed schedule and standard formats for reports including due dates if not otherwise specified in the Contract, except for those reports that will be provided on an ad hoc basis or upon TOCOR request. The Contractor must promptly notify the TOCOR of any problems, delays or adverse conditions which materially impair the Contractor’s ability to meet the requirements of the task order. All project outputs and deliverables will be submitted to the TOCOR in electronic format, unless only hard copies are possible.

Deliverables must be submitted to the TOCOR in draft form for comments at the time-frame specified or as directed by the TOCOR. Within two weeks of receiving the TOCOR’s comments, the contractor must re-submit a revised version, incorporating the comments, for final approval.

In addition to the requirements set forth for submission of reports in Section F of the IDIQ, and in accordance with AIDAR clause 752.242-70, Periodic Progress Reports, the Contractor shall submit reports, deliverables or outputs as described in this award to the TOCOR.

The contractor must provide the following reports and deliverables:

a. Work Plan. Within 30 days of contract award, and 30 days after the start of the fiscal year in subsequent years, the contractor shall submit a draft annual Work Plan that describes key objectives, activities, milestones, responsible contractor staff and/or subcontractors, and timeframe. Work plans may also cover monitoring and evaluation and communications, at the discretion of the TOCOR.

b. Financial Reports. The Contractor shall submit an estimated accruals report on a quarterly basis to the TOCOR, which includes the following information:

1. Total amount obligated,

2. Total amount invoiced,

3. Total amounts expended but not yet invoiced for, and

4. Remaining unexpended funds.

c. Quarterly/Annual Reports. Following the award of the task order, the Contractor shall submit to the TOCOR quarterly reports that summarize the major activities and achievements made during the quarter, problems encountered and remedial actions proposed or taken, and activities planned for the next quarter. An annual report shall be prepared at the end of each fiscal year that summarizes the quarterly reports (a fourth quarter quarterly report will not be required). The format and length of quarterly and annual reports shall be determined with the TOCOR upon award.

d. Communications Materials. Within 30 days, the Contractor shall prepare a brief communications strategy that outlines communication objectives, audiences, and core communication products for the overall Task Order, such as a one-pager fact sheet, public website and/ or social media, and for planned projects to be conducted under the Task Order. For large projects conducted under the Task Order, the Contractor shall prepare at a minimum, project update stories for wide distribution on a regular basis with photos and quotes, both in English and relevant local languages. In collaboration with other USAID Missions and USG implementing entities working in the environment and energy sectors, the Contractor may be expected to create and regularly maintain joint project outreach platforms to highlight joint efforts. Actions identified under the communications strategy shall be incorporated in the annual Work Plan and progress described in quarterly and annual reports. All communications materials must align with the USAID Branding and Marking Plan which describes how they will communicate to beneficiaries and stakeholder audiences that the work of this contract is from the

American people per the Branding Strategy and USAID Branding Guidelines. The type and content of communications materials will be determined with the TOCOT upon award.

e. Additional Deliverables: During the period of performance of the Task Order, additional deliverables within the SOW, as defined in Section C, will be identified by the TOCOR and requested of the Contractor. Contractor is to perform these activities as authorized by approved work assignments. See Section F.7 for the work assignment approval process.

The following are indicative of those that will also be required:

i. Sector Reform Assessments. The Contractor shall prepare sector reform assessments that evaluate and describe current sector conditions and make recommendations for improving the governance and financial and operational performance of the sector.

ii. Sector Reform Plans. The Contractor shall recommend to Government, donors, and other stakeholders the options and associated actions required to implement sector reforms, such as establishing appropriate institutional, legislative and regulatory frameworks, commercializing and corporatizing utilities, and introducing private sector participation in the generation and distribution of electricity.

iii. Sector Reform Workshops. The Contractor shall conduct workshops to present the findings and recommendations of the aforementioned Sector Reform Assessments and Plans.

iv. Evaluations. The Contractor shall design and perform performance and/or impact evaluations of USG sector reform program.

v. Training. The Contractor shall deliver training workshops/ courses, ranging from 2-hour training at the Annual Infrastructure Course to courses of 2-3 days or longer in Washington DC and/or developing countries on selected subjects. The Contractor shall prepare the curriculum and materials, identify the venue, and deliver the trainings.

vi. Analytical Reports. The Contractor shall prepare reports on selected topical issues that can be used to promote thought leadership in the areas of sector reform, utility commercialization, Energy and their intersections. In addition to the full report, the Contractor shall prepare summary presentations for delivery at USAID.

vii. Advisory Assistance. The Contractor shall provide required expert advice and guidance to USAID, Government entities and other stakeholders on selected sector reform issues, such as on corporate governance, least cost system expansion plans, energy laws and regulations, utility financial modeling, tariff methodologies, and models for private sector participation in the ownership and operation of generation and distribution assets. The COP will be given direction and provide weekly status reports to the TOCOR.

F.8 WORK ASSIGNMENT APPROVAL PROCESS

When a mission or bureau proposes to add field support funds for activities contained in the SOW in Section C, the following process must be followed:

a. The mission or bureau activity manager submits a SOW for those activities to the TOCOR, with the government's summary cost estimate. If the TOCOR makes an initial determination that the activities are within the scope of the overall task order, the SOW will be provided to the Contractor.

b. The TO Contractor prepares an initial work plan and estimated budget for the activity, and fills out the checklist (Attachment J.1), to be provided by the TOCO, that gives information on summary budget, Level of Effort (LOE) and other contractual information such as any need for waivers or new subcontracts. For field support activities requiring over $500,000 in funding, a detailed budget will be required for TOCO review.

c. The Contractor submits the estimated work plan and checklist, and detailed budget if over $500,000, to the TOCOR and the mission or bureau activity manager. The activity manager reviews the documents and verifies with a local contract specialist that proposed direct local costs are reasonable.

d. The TOCOR signs the checklist and sends it to the TOCO, verifying that the SOW and budget for those activities are within the parameters of the task order.

e. The TOCO will issue a modification to reflect the incremental funds if the TOCO does not raise concerns within 10 calendar days. If no less than 10 calendar days has elapsed upon receiving a fully approved work assignment signed by the TOCOR, the Contractor may commence work in advance of receiving the modification for incremental funds.

f. The Contractor is reminded to provide formal notification of limitation of funds pursuant to FAR 52.232-22, when applicable.

g. The Work Assignments will be assigned a number by the TOCOR. Contractor vouchers are required to separate costs by work assignment and reference the assigned work assignment number.

F.9 AIDAR 752.7005 SUBMISSION REQUIREMENTS FOR DEVELOPMENT

EXPERIENCE DOCUMENTS (September 2013)

(a) Contract Reports and Information/Intellectual Products. (1) Within thirty (30) calendar days of obtaining the Contracting Officer Representative’s approval, the contractor must submit to

USAID’s Development Experience Clearinghouse (DEC) one copy each of reports and information products which describe, communicate or organize program/project development assistance activities, methods, technologies, management, research, results and experience.

These reports include: assessments, evaluations, studies, technical and periodic reports, annual and final reports, and development experience documents (defined as documents that (1) describe the planning, design, implementation, evaluation, and results of development assistance;

and (2) are generated during the life cycle of development assistance programs or activities.) The Contractor must also submit copies of information products including training materials, publications, databases, computer software programs, videos and other intellectual deliverable materials required under the Contract Schedule. The following information is not to be submitted:

(i) Time-sensitive materials such as newsletters, brochures or bulletins.

(ii) The contractor’s information that is incidental to award administration, such as financial, administrative, cost or pricing, or management information.

(2) Within thirty (30) calendar days after completion of the contract, the contractor must submit to the DEC any reports that have not been previously submitted and an index of all reports and information/intellectual products referenced in paragraph (a)(1) of this clause.

(b) Submission requirements. The contractor must review the DEC Web site for the most up-to-date submission instructions, including the DEC address for paper submissions, the document formatting and the types of documents to be submitted. The submission instructions can be found at: https://dec.usaid.gov.

(1) Standards.

(i) Material must not include financially sensitive information or personally identifiable information (PII) such as social security numbers, home addresses and dates of birth. Such information must be removed prior to submission.

(ii) All submissions must conform to current USAID branding requirements.

(iii) Contract reports and information/intellectual products can be submitted in either electronic (preferred) or paper form. Electronic documentation must comply with Section 508 of the Rehabilitation Act of 1973.

(iv) The electronic submissions must consist of only one electronic file, which comprises the complete and final equivalent of the paper copy. In the case of databases and computer software the submissions must also include necessary descriptive information, e.g., special backup or data compression routines, software used for storing/retrieving submitted data or program installation instructions.

(v) Electronic documents must be in one of the National Archives and Records Administration (NARA)-approved formats as described in NARA guidelines related to the transfer of permanent Erecords. (See http://www.archives.gov/records-mgmt/initiatives/transfer-to-nara.html).

(2) Essential bibliographic information. Descriptive information is required for all Contractor products submitted. The title page of all reports and information products must include the contract number(s), contractor name(s), name of the USAID Contracting Officer’s https://dec.usaid.gov/ http://www.archives.gov/records-mgmt/initiatives/transfer-to-nara.html

Representative, the publication or issuance date of the document, document title, (if non-English, provide an English translation of the title), author name(s), and development objective or activity title (if non-English, provide a translation) and associated number, and language of the document (if non-English). In addition, all hard copy materials submitted in accordance with this clause must have, attached as a separate cover sheet, the name, organization

[END OF SECTION F]

ECTION G - CONTRACT ADMINISTRATION DATA

G.1 NOTICE LISTING CONTRACT CLAUSES INCORPORATED BY REFERENCE

All clauses from Section G of the Energy II IDIQ flow down as applicable.

G.2 ADMINISTRATIVE CONTRACTING OFFICER

Contracting Officer: [To be Determined at Award] US Agency for International Development Office of Acquisition and Assistance

M/OAA/E3

1300 Pennsylvania Avenue, N.W., SA-44 Washington, D.C. 20523-7100

E-mail: [To be Determined at Award]

G.2.1 CONTRACTING OFFICER’S AUTHORITY

The Contracting Officer is the only person authorized to make or approve any changes in the requirements of this Task Order. In the event the Contractor makes any changes at the direction of any person other than the Contracting Officer or his/her representative, when appropriate, the Contracting Officer will determine that the Contractor made this change without requisite authority (unless ratified post hoc at the discretion of the Contracting Officer). Accordingly, the Contracting Officer will not make an adjustment to the contract terms and conditions, including cost, based on such unauthorized changes.

G.3 CONTRACTING OFFICER’S REPRESENTATIVE (COR)

Contracting Officer Representative: [To be Determined at Award] US Agency for International Development 1300 Pennsylvania Avenue Washington, DC

G.4 TECHNICAL DIRECTIONS/RELATIONSHIP WITH USAID

(a) “Technical Directions” is defined to include:

(1) Written directions to the Contractor that fills in details, suggest possible lines of inquiry, or otherwise facilitate completion of work;

(2) Provision of written information to the Contractor that assists in the interpretation of drawings, specifications, or technical portions of the work statement;

(3) Review and, where required, provide written approval of technical reports, drawings, specifications, or technical information to be delivered. Technical directions must be in writing, and must be within the scope of the work as detailed in Section C.

(b) The COR is authorized by designation to take any or all action with respect to the following that could lawfully be taken by the Contracting Officer, except any action specifically prohibited by the terms of this Contract:

(1) Assure that the Contractor performs the technical requirements of the contract in accordance with the…