Request for Proposals s51

REQUEST FOR PROPOSALS

TO PROVIDE AUDITING AND RELATED CONSULTING SERVICES PERTAINING TO THE

NIGERIA EXTRACTIVE INDUSTRY TRANSPARENCY INITIATIVE (NEITI)

FINANCIAL AUDIT

SSA-P, BMPI UNIT EITI NIGERIA STATE HOUSE PRESIDENTIAL VILLA ABUJA, NIGERIA NIGERIA EXTRACTIVE INDUSTRIES TRANSPARENCY INITIATIVE (NEITI) 2 REQUEST FOR PROPOSALS NIGERIA EXTRACTIVE INDUSTRIES TRANSPARENCY INITIATIVE (NEITI) 3 REQUEST FOR PROPOSALS

10 五月 2018NIGERIA EXTRACTIVE INDUSTRIES TRANSPARENCY INITIATIVE (NEITI)

To All Prospective Bidders:

The Federal Government of Nigeria (FGN) has embarked upon deployment of its Extractive Industries Transparency Initiative (EITI) for purposes of enhancing transparency in its oil and gas industries. The successful deployment of this initiative is critical to launching Nigeria onto a path of robust economic growth and social development by enabling it to more effectively leverage the tremendous natural resources which the country possesses.

Our recent solicitation of Expressions of Interest (EOIs) from the audit and consulting industry to gauge their willingness and ability to help us fulfill this critical objective was overwhelming. NEITI received more than 90 Expressions of Interest from exceptional audit and consulting firms in Nigeria and around the world. For this tremendous expression of interest, we are grateful, and on behalf of President Obasanjo and the people of the Federal Government of Nigeria, let me extend our heartfelt appreciation.

As the next step of our deployment of the NEITI, we invite you to submit proposal(s) which further explore how firms like yours can assist us in executing respectively upon a financial audit, process audit and physical audit of the Nigeria’s oil and gas sector. The NEITI Secretariat, at the direction of the National Stakeholders Working Group (NSWG), will select and retain qualified organization(s) from amongst those bidders submitting a proposal to conduct the services requested. Bidders will be evaluated upon the technical and financial merit of their proposals, and ability to meet the additional terms and conditions set forth in the Request for Proposal (RFP).

In order to expedite the evaluation and selection process to the greatest extent possible, the RFP process will be managed through electronic means where possible and appropriate. First, the RFP documentation can be downloaded at www.neiti.org. The user name which will enable you access to the website is ‘neitirfp’ and the password is ‘transparency’.

Second, Bidder’s are to submit their proposal documents both in electronic format and in hard copy. Both formats for the Bidder’s documentation are to be submitted on or before 14 February 2005. Soft copy versions of proposal documents are to be submitted electronically via email to [email protected]. Hard copy versions of proposal documents are to be sent to my attention at the address below. The RFP documentation sets forth additional instructions, terms, conditions and requirements pertaining to submissions. Please adhere to this guidance.

Third, in order to address outstanding issues associated with this Request for Proposal, we will hold one bidders conference telephonically on 7 February 2005. Details pertaining to the date, time and dialing information are included in the RFP documentation. In order to ensure the fairness of this competitive process, this telephonic conference will permit bidders in a common venue to address outstanding or unclear issues pertaining to the RFP. Bidders are invited to email their questions to the NEITI Secretariat in advance of the bidders conference so that we may efficiently address relevant and common questions at the outset of the conference.

Once again, on behalf of the Federal Government of Nigeria, let me thank you for the interest that your organization has already demonstrated. We look forward to receiving your proposal(s).

With kindest regards,

Obiageli Ezekwesili NIGERIA EXTRACTIVE INDUSTRIES TRANSPARENCY INITIATIVE (NEITI) 4 REQUEST FOR PROPOSALS

Secretariat – EITI Nigeria SSA-P, BMPI Unit State House, Presidential Villa Abuja, Nigeria NIGERIA EXTRACTIVE INDUSTRIES TRANSPARENCY INITIATIVE (NEITI) 5 REQUEST FOR PROPOSALS

I. INSTRUCTIONS TO BIDDERS.

a. The comprehensive audit program to be deployed by the NSWG has three separate and distinct components: (i) Financial Audit; (ii) Process Audit; and (iii) Physical Audit. Bidders who have received invitations to bid on more than one of the components are instructed to prepare proposals which are specific to that individual component of the requested audit services to which they seek to compete. If a bidder has been invited to bid on multiple components, they are instructed to prepare and submit a separate proposal for each of the components. For example, if a bidder has been invited to bid on both the financial audit and the process audit, such bidder is required to prepare and submit a distinct proposal for the financial audit and a distinct proposal for the process audit.

b. For each separate proposal, bidders are instructed to delineate their proposal into two distinct components: (i) a Technical Proposal and (ii) a Financial Proposal. For example, if a bidder seeks to bid on the Financial Audit component of the services requested, such bidder would submit a Technical Proposal setting forth the information requested below in addition to a separate and distinct Financial Proposal pertaining to those proposed services.

c. Bidder’s are to submit their proposal documents both in electronic format and in hard copy. Soft copy versions of proposal documents are to be submitted electronically via email to [email protected]. Bidders are to submit electronic versions of their proposal documents in either Microsoft Word (.doc) or Adobe Acrobat (.pdf) format. Hard copy versions of proposal documents are to be sent to Obiageli Ezekwesili, Secretariat – EITI Nigeria, SSA-P, BMPI Unit, State House, Presidential Villa, Abuja, Nigeria.

d. The deadline for submission of proposal documentation in both hard and soft copy formats by bidders is 5:00 pm Central European Time/Nigeria Time (+1 Hour Greenwich Mean Time) on 14 February 2005. Proposals must be received on or before this deadline or they will be disqualified from consideration.

e. Bidders will be afforded the opportunity to ask clarifying questions pertaining to the RFPs during a bidders conference to be held telephonically on 7 February 2005, at 2:00 pm Central European Time/Nigeria Time (+1 Hour Greenwich Mean Time) or 8:00 am U.S. Eastern Standard Time. Bidders from outside the United States may access the conference bridge by dialing 1-813-276-1394. Bidders calling from the United States may access the conference bridge by dialing 1-866-867-8304. The passcode to be provided to the conference operator is 8167226. Only bidders, the NEITI Secretariat and their advisors may participate in the bidders conference. In order to maintain the fairness of this procurement process for all competitors, bidders may not directly contact the NEITI Secretariat, members of the NSWG or their advisors to ask clarifying questions, but shall rather reserve such questions for bidders conference. Bidders may submit their questions to the NEITI Secretariat electronically at [email protected] in advance of the telephonic bidders conference so that such questions may be answered during the conference. NIGERIA EXTRACTIVE INDUSTRIES TRANSPARENCY INITIATIVE (NEITI) 6 REQUEST FOR PROPOSALS

II. OVERVIEW OF THE NIGERIA EXTRACTIVE INDUSTRIES INITIATIVE (NEITI).

Nigeria has significant deposits of oil and gas. In order to maximize the financial value associated with these natural resources, the Federal Government of Nigeria (FGN) seeks an independent audit of the nation’s hydrocarbon production and disposal, revenue flows and critical management processes in the oil industry and gas industry.

Nigeria’s Extractive Industries Transparency Initiative (NEITI) is managed by its NEITI-Secretariat (NEITI-Secretariat) and is overseen by its National Stakeholders Working Group (NSWG), which is comprised of representatives from the government, commercial sector and civil society.

This comprehensive audit program is a core pillar in a broader Nigeria Extractive Industries Transparency Initiative (NEITI) to increase the integrity of, and public confidence in, Nigeria’s energy sector; ensure compliance with Nigerian law, and increase the financial value realized by the FGN (and in turn the Nigerian public) associated with exploitation of its natural wealth.

A critical element of the comprehensive audit program is the appointment of independent third party consultant/s to perform audits which will enhance transparency and obtain an assurance that the FGN receives fair value from the nation’s endowment and investments in the development of its oil and gas resources. The objective of these audits is to benchmark Nigeria’s current approaches, policies and practices and use this benchmark as the starting point for making structural improvements to Nigeria’s system of financial and operational management of its oil and gas industries so that the country may truly realize the potential for enhanced economic growth and development.

The audits shall be comprehensive in their scope of review. They shall focus on Nigeria’s oil industry and the gas industry. They shall focus on both the upstream and downstream components of these industries. They shall analyze and understand the interrelationship and transactional flows between both governmental and commercial entities involved in the complex web of financial and data flows.

As such, relevant entities within Nigeria’s oil and gas sectors for purposes of conducting the audits include: (i) Governmental Entities, e.g., Nigerian National Petroleum Corporation (NNPC), including the National Petroleum Investment Management Services (NAPIMS); Central Bank of Nigeria (CBN); Department of Petroleum Resources (DPR); Ministry of Petroleum; Federal Inland Revenue; (ii) Joint Venture Operators, e.g., Shell; Exxon Mobil; Chevron Texaco; Total; NAOC; Nigeria Liquid Natural Gas, Ltd.; (iiii) Production Sharing Contractors (PSCs), e.g., Nigerian Agip Exploration; Agip Energy Resources; Adax Petroleum Development Co.; and (iv) Other Commercial Entities Involved in the Nigeria Oil and Gas Industries.

III. COMPONENTS OF THE COMPREHENSIVE NEITI AUDIT PROGRAM.

The comprehensive NEITI audit program includes three distinct components. These are:

COMPONENT 1: FINANCIAL AUDIT

A reconciliation of financial flows as received by FGN agencies with all payments made by participants (public and private) in the Nigeria oil industry and gas industry for the five most recent years. Auditor/s shall assess current reporting structures and procedures; develop template reporting structures for utilization by either public or private entities; and make recommendations leading to standardized reporting methodologies which enhance industry-wide reporting and NIGERIA EXTRACTIVE INDUSTRIES TRANSPARENCY INITIATIVE (NEITI) 7 REQUEST FOR PROPOSALS

sector analysis. Auditor/s will compile aggregated reports of their findings suitable for public distribution by the NSWG and non-aggregated reports available to the FGN in accordance with any applicable confidentiality agreements.

COMPONENT 2: PROCESS AUDIT

An analysis of those elements of private and public sector company practices that impact the calculation of cost and profit oil/gas; levels of capital and operating expenditure for oil and gas production; the process for marketing FGN equity crude oil/gas; the process for importing oil products; the allocation of exploration and production licenses; major procurement practices; and other such matters. Consultants will identify where control mechanisms are not consistent with best practices in industry. Consultants will recommend improved systems of checks and balances and changes in energy sector management practices where appropriate to ensure the FGN realizes maximum financial value from its oil and gas interests.

COMPONENT 3: PHYSICAL AUDIT

An analysis of Nigeria’s hydrocarbon volume for the five most recent years, the auditor/s shall assess the volumetric aspects of production, exports, imports, inland consumption, unaccounted oil/gas and other relevant streams. Recommendations shall also be made as to the technical and procedural improvements in order that process of hydrocarbon volume reconciliation can become an on-going exercise in future.

IV. REQUESTED SCOPE, TASKING AND DELIVERABLES FOR FINANCIAL AUDIT.

a. Scope.

The scope of the Financial Audit concerns a reconciliation of the revenue flows as received by FGN agencies with all payments made by participants (public and private) in the Nigeria oil and gas industry for the five most recent years. Auditor/s shall assess current reporting structures and procedures; develop template reporting structures for utilization by either public or private entities; and make recommendations leading to standardized reporting methodologies which enhance industry-wide reporting, sector analysis and transparency. The audit deals with reconciling revenue flows as received by the Central Bank of Nigeria with the payments made by the participants (public and private) in the Nigeria oil and gas industries. It should produce a complete, comprehensive and transparent picture of all revenue flows in the oil and gas industries, including all payments of all kinds made by all operators to any FGN entity, including all state owned enterprises, to all calculations that underlie the calculation of taxes and royalties owing to the FGN by private or public sector companies. The audit will assess how the different components of the Government’s income (e.g. royalties, PPT, income from participation, license fees, cash calls, etc.) reconcile with financial data as per the ledgers of the State and private companies involved in the oil industry and gas industry.

The audit assesses relevant data pertaining to the years 1999-2003 and 2004 to the extent readily available.

b. Tasking.

The auditor shall gather and interpret information on: NIGERIA EXTRACTIVE INDUSTRIES TRANSPARENCY INITIATIVE (NEITI) 8 REQUEST FOR PROPOSALS

□ Public and private companies’ existing financial statements (both audited and unaudited), tax/payment filings and government reports; □ Prior sector audits by such entities as the Oil & Gas Implementation Committee (OGIC) and the IMF; □ Receipts of funds by the Central Bank of Nigeria with respect to oil/gas activities from private companies involved in the oil and gas industries; □ Receipt (and payments) of funds by the Central Bank of Nigeria from (partially owned) government companies involved in the oil and gas industries; □ Payments of funds to the Central Bank of Nigeria (or any other Federal or State entity) as per ledgers of private companies involved in oil and gas industries in Nigeria; □ Payments of funds to the Central Bank of Nigeria by NNPC and other government- owned entities; and □ Develop an audit process (e.g., spot checks) to validate the sufficiency or reliability of disclosures and other filings made by entities involved in the oil and gas industries.

c. Deliverables.

The consultant shall provide the following deliverables:

□ A baseline analysis set forth in textual discussion with the assistance of relational charts, diagrams, etc., which documents the numerous financial streams which flow amongst the various entities involved in the Nigerian oil and gas sectors, both upstream and downstream. The baseline analysis should also address the sufficiency of existing reporting and transparency protocols for understanding the full dimension of complex transactions and relationships and identify material areas of weakness which may preclude the consultant’s ability to gain further insight into financial flows; □ For the relevant period develop reports which comprehensively assess the financial flows amongst private and public sector enterprises, including delineation on a aggregated and non-aggregated basis the real value of revenue flows throughout the oil industry and gas industry’s various dimensions; categorization of the types of revenue flows; allocations of revenues amongst the various entities involved in the transactional chain; opinions as to the sufficiency or adequacy of value realized by the FGN associated with oil transactions or gas transactions; identification of structural or intra-governmental factors affecting the FGN’s ability to realize fair value for its oil and gas interests; and findings of material delinquencies or discrepancies in reporting and analysis, or other variables which impact transparency into the sector. The reports are to be of sufficient depth and analytical sufficiency to be suitable for the sophisticated industry analyst. Such reports should also include short synopses of findings communicated in lay terms and which are suitable for distribution to Nigeria’s general public by the NSWG at the NSWG’s discretion; □ The development of template reporting structures for utilization by private and public sector entities in making disclosures pertaining to financial flows. Such template must lead to material, reliable, comprehensive, consistent information which permits the development of meaningful comparisons and analysis. Associated with the development of routinized reporting structures, the auditor shall develop common definitions, rules of interpretation and valuation or modeling protocols which enable reliable and meaningful sector-wide reporting; NIGERIA EXTRACTIVE INDUSTRIES TRANSPARENCY INITIATIVE (NEITI) 9 REQUEST FOR PROPOSALS

□ Recommendations pertaining to legislative, regulatory, technological (IT) or administrative modifications which may periodically be required in order to improve the adequacy of reporting in future; □ Recommendations pertaining to training/development of Nigerian staff which would secure the adequacy of reporting in the future; and □ Monthly status reports during project execution documenting activities, progress, challenges, and tactical workplans for the next 30 day period.

V. TERM AND TIMELINE FOR DEPLOYMENT OF COMPREHENSIVE AUDIT PROGRAM.

The comprehensive NEITI audit program is contemplated as an initial one year program prospectively involving the phased staging of the three component audits over the course of that period. Bidders are encouraged to set forth deployment plans, timelines and sequencing recommendations which most effectively enable the launch and execution of the component audits. NIGERIA EXTRACTIVE INDUSTRIES TRANSPARENCY INITIATIVE (NEITI) 10 REQUEST FOR PROPOSALS

VI. INVITATION TO BIDDERS TO DEVELOP IMPROVEMENTS FOR PROJECT DEPLOYMENT.

The comprehensive audit program described above sets forth best thinking to date on an effective deployment which meets the objectives of the Extractive Industries Transparency Initiative and international best practices for financial and operational management in national oil and gas industries. Nonetheless, it is recognized that many of the prospective bidders may draw upon their respective disciplines and expertise in deploying similar programs elsewhere, as well as prior audits of the industry by such entities as the Nigerian Oil and Gas Implementation Committee (OGIC) and which will be made available by the NSWG or such international institutions as the World Bank, IMF, DFID and others, and thereby identify beneficial refinements, improvements or alternatives to the framework for the comprehensive audit program, including improvements in the workplan, deliverables, timeline or other aspects of the deployment.

Specifically, for example, bidders on the financial or process audits may choose to more specifically delineate their workplan and tasking by upstream (i.e., exploration, development and production) and downstream sectors of the oil industry and gas industry, respectively; or to prioritize elements of their analysis based on more capital intensive aspects of the oil and gas industry (such as construction, drilling and major operating expenditures); delineating the financial reporting and tax aspects so as to better draw upon the differing areas of expertise of their professional staffs; prioritizing their analysis of various financial streams by entity covered (e.g., NAPIMS, NNPC, commercial operators, PSA companies, etc.); or make other such modifications.

Bidders are encouraged to develop such proposed improvements to the general plan for deployment, to incorporate such into their proposals (with specific emphasis upon the impact to proposed workplans, timelines, deliverables and pricing), and provide fully-developed rationales explaining the strengths and weaknesses of such modifications or improvements.

VII. FORM OF PROPOSAL SUBMISSION

Bidders are to separate their proposals into two distinct parts: (i) Technical Proposal; and (ii) Financial Proposal. Bidders are to provide the requested information set forth below as it pertains to the Technical Proposal and the Financial Proposal portion, including through the use of forms and formats for specific information requests where indicated. Bidders are requested to limit their Technical Proposals to 200 pages.

A. TECHNICAL PROPOSAL.

Critical elements for Bidders’ Technical Proposals include:

i. Cover Page.

The cover page of the Bidder’s Technical Proposal must: (i) Be marked as ‘Technical Proposal’; (ii) Specify which component audit to which the Technical Proposal specifically pertains, e.g., ‘Financial Audit,’ ‘Process Audit’ or ‘Physical Audit’; (iii) State the date of submission; (iv) Identify the Bidder or the Bidder’s consortia members; and (v) Any such other information that the Bidder finds relevant. NIGERIA EXTRACTIVE INDUSTRIES TRANSPARENCY INITIATIVE (NEITI) 11 REQUEST FOR PROPOSALS

ii. Technical Proposal Submission Letter.

Using Form T1 herein, Bidders are to complete and submit the Technical Proposal Submission Letter, which is to be signed by a representative of the Bidder authorized by the Bidder’s organization to contractually bind the organization in commercial relations.

iii. Overview of Bidder or Bidder Consortia Organization.

Bidders are to fully describe their organizations, including organizational structure, description of offerings, and areas of experience in the disciplines required to successfully fulfill the objectives of the respective component audit for which the Bidder is proposing.

If multiple consulting or audit organizations have joined for purposes of submitting a unified proposal, the description is to pertain to all such organizations. In addition, the Technical Proposal must identify the nature of the relationship between the entities involved in a consortia bid, including identification of a single prime contractor and point of contact for the Technical Proposal. Consortia bidders should identify whether they have executed upon joint projects previously, and include descriptions of such projects and outcomes.

Bidders should specifically address: (i) The ability of their organization to provide service and guidance which reflects both international best practices and Nigeria- specific realities; (ii) The disciplines which the Bidder believes are essential to successfully meeting the objectives for the relevant component audit for which they are bidding; (iii) The depth of the Bidder’s experience in the requisite disciplines; (iv) Demonstrable experience in which the Bidder has successfully executed upon complex engagements; and (v) The Bidder’s acknowledgement, commitment and ability to serve the NSWG in a long-term capacity, including the avoidance of future contractual relationships which may constitute a future conflict of interest with the long-term execution of the NEITI program during the term in which the consultant is actively engaged by the NSWG.

iv. Technical Approach and Methodology.

Bidders are to provide a detailed discussion of their technical approach for deployment of their proposed approach, including as appropriate the use of charts, diagrams and other graphics.

Bidders should explain their understanding of the objectives to be served for the component audit, critical success factors and challenges.

Bidders should set forth their approach to providing the services, methodology for carrying out the activities and means for obtaining expected input from public and private entities operating in Nigeria’s oil industry and gas industry, expected outputs and outcomes resultant from Bidder’s approach.

v. Detailed Workplan. NIGERIA EXTRACTIVE INDUSTRIES TRANSPARENCY INITIATIVE (NEITI) 12 REQUEST FOR PROPOSALS

Bidders are to provide a detailed workplan for executing upon the proposed assignment which details the primary activities and tasking associated with the assignment, their content and duration, phasing and interrelationships, milestones (including interim approvals which will be required of the NSWG), and delivery dates of reports and other deliverables. The proposed work plan should be consistent with the technical approach and methodology, and demonstrate an understanding of the objectives to be served.

Bidders are to delineate a list of incremental deliverables to be completed during the course of executing upon their proposed workplan, and comprehensive descriptions pertaining to the scope and content of such deliverables.

Additionally, the workplan should set forth a discussion of a periodic (monthly) reporting process for purposes of updating the NSWG on progress in deployment of the project.

vi. Team Organization and Staff Deployment Plan

Bidders are to set forth a team organization chart which shows the internal reporting relationships amongst various individuals within the team, including the proposed team lead.

Summary descriptions are to be provided of team members’ areas of expertise, levels of experience and past projects involving disciplines of relevance to the proposed workplan. Detailed curriculum vitae for each individual team member proposed are to be included in the Bidder’s Technical Proposal as an appendix. Detailed CVs should set forth the individual professional’s name, nationality, education, other training, areas of demonstrated expertise, and client delivery experience or assignments best illustrating the capability of such professional in fulfilling those tasks assigned as part of the workplan.

A staff deployment plan is to be provided which delineates the tasking for each individual, expected duration and geographic location from which such tasking will be rendered.

vii. Project Experience of Bidder.

Using Form T2, Bidder’s are to attach as an appendix to their proposal comprehensive detail pertaining to their experience in the relevant disciplines required to meet the objectives of the NEITI program, experience in the oil industry and gas industry both in Nigeria and internationally, and experience in working with both government and commercial entities on projects of similar nature or character. Bidders should be prepared to substantiate the claimed experience if so requested by the NSWG, including providing client references and contact information.

viii. Disclosure of Other Relationships and Certification as to Non-Existence of Conflicts of Interest.

Bidders with which the NSWG prospectively will contractually engage will come to owe a duty to the NSWG to provide professional, objective and impartial advice NIGERIA EXTRACTIVE INDUSTRIES TRANSPARENCY INITIATIVE (NEITI) 13 REQUEST FOR PROPOSALS

to the NSWG and at all times hold the NSWG’s interests paramount. In order to fulfill this obligation, and as part of their proposal documentation, bidders must meet three obligations:

A. If a bidder, or its affiliates, subcontractors or other related parties, currently holds contractual relationships or engages in activities which would preclude it or give the appearance of precluding it from meeting its obligation to the NSWG to provide professional, objective and impartial advice, or if the bidder, its affiliates, subcontractors, or other related parties has a business or family relationship with a member of the NSWG, the bidder is encouraged to not submit a proposal for that component of the audit with which it has a conflict. If an impermissible conflict of interest is identified by NSWG to in fact exist, and the bidder has not disqualified itself, the bidder will be disqualified from further consideration;

B. If a bidder, or its affiliates, subcontractors or other related parties, has or has had client relationships or activities in the international oil and gas industry, including if applicable Nigeria’s oil and gas industry, or with any federal, state or local government or parastatal entity in Nigeria, but such bidder does not believe that such relationships or activities would adversely affect or otherwise impair its ability to render the requested services and meet its obligation to the NSWG to provide professional, objective or impartial advice, the existence and nature of such relationships or activities is to be disclosed and the Bidder is to self- certify that the relationship does not represent a conflict of interest in actuality or perception; and

C. If a bidder, or its affiliates, subcontractors or other related parties, does not or believes it does not have an impermissible conflict of interest, the bidder is to self-certify this finding.

Any bidder who fails to meet these obligations will be disqualified from consideration during the procurement process, or if a contract has already been awarded at the time the impermissible conflict is identified, such contract may be terminated for cause by the NSWG.

To fulfill their obligations under this section, Bidders are to use Form T3 of this RFP to disclose those relationships which it currently has or has had in the past with entities that may be a subject in one of the component audits and certify that such current or past relationships do not present an impermissible conflict of interest which would impair their ability to meet their duty to the NSWG of rendering professional, objective and impartial advice.

Bidders are to interpret the scope of entities and individuals with which they have had professional, personal or familial relationships as broadly as possible and provide disclosures and certifications as to each such relationship.

ix. Certification as to the Absence of Fraud or Corruption. NIGERIA EXTRACTIVE INDUSTRIES TRANSPARENCY INITIATIVE (NEITI) 14 REQUEST FOR PROPOSALS

In order to meet the high ethical standards required of bidders seeking to provide services pursuant to this RFP, the NSWG will reject a proposal if it determines that the Bidder has directly, or through an agent, engaged in corrupt, fraudulent, collusive or coercive practices in competing for the award. The NSWG reserves the right to require that Bidder permit the NSWG or its agent to inspect their accounts, and records and other documents relating to the submission of proposals and contract performance, and to have such audited. For purposes of this section, ‘corrupt practice’ means offering, giving, receiving or soliciting, directly or indirectly, of anything of value to influence the action of a public official in the selection process or in contract execution. ‘Fraudulent practice’ means a misrepresentation or omission of facts in order to influence a selection process or the execution of a contract. ‘Collusive practice’ means a scheme or arrangement between two or more bidders designed to establish prices at artificial, noncompetitive levels. ‘Coercive practice’ means harming or threatening to harm, directly or indirectly, persons or their property to influence their participation in a procurement process, or affect the execution of a contract.

Using Form T4, Bidders are to certify that they have not engaged in corrupt, fraudulent, collusive or coercive practices in competing for an award under this RFP.

B. FINANCIAL PROPOSAL.

Critical elements to be included in Bidders’ Financial Proposals include:

i. Cover Page.

The cover page of the Bidder’s Financial Proposal must: (i) Be marked as ‘Financial Proposal’; (ii) Specify which component audit to which the Financial Proposal specifically pertains, e.g., ‘Financial Audit,’ ‘Process Audit’ or ‘Physical Audit’; (iii) State the Date of Submission; (iv) Identify the Bidder or the Bidder’s consortia members; and (v) Provide any such other information that the Bidder finds relevant.

ii. Financial Proposal Submission Letter.

Using Form F1 herein, Bidder’s are to complete and submit the Financial Proposal Submission Letter, which is to be signed by a representative of the Bidder authorized by the Bidder’s organization to contractually bind the organization in commercial relations.

Note that Bidders are required as part of this submission letter to furnish information on commissions and gratuities, if any, paid or to be paid to agents relating to this proposal and during execution of the assignment if the bidder is awarded a contract pursuant to this procurement process.

iii. Proposed Fixed Fee Price for Bidders Proposal.

Using Form F2, Bidders are to set forth the total fixed fee price for services to be rendered in fulfilment of the proposed scope of work by the Bidder. Bidder pricing is to compensate Bidder for remuneration of professional services costs (i.e., the NIGERIA EXTRACTIVE INDUSTRIES TRANSPARENCY INITIATIVE (NEITI) 15 REQUEST FOR PROPOSALS

cost of professional and support personnel) and reimbursable expenses reasonably and actually incurred by Bidder. World Bank policies as set forth in its Standard Request for Proposals: Selection of Consultants templates pertaining to permissible pricing and remuneration approaches may be used by Bidders for guidance. Bidders should assume that direct responsibility for all taxes and other duties which might be levied by rendering services in Nigeria.

iv. Price Per Deliverable and Proposed Payment Schedule.

Using Form F3, Bidders are to correlate each deliverable they have proposed as part of their Technical Proposal with the fixed fee price for that deliverable (inclusive of both professional services costs and reimbursable expenses.) Additionally, through the use of this Form, Bidders are to develop a proposed incremental payment schedule which correlates the completion of each deliverable with a request for payment. The total of each incremental payment proposed must be equal to that of the proposed total fix fee price by the Bidder.

v. Rate Card for Professional Services.

It is possible that during the course of project deployment for any of the three component audits that there will be the need for additional out-of-scope services from the consultant(s)/auditor(s) retained. In anticipation of such needs, Bidders are to utilize Form F4, to set forth the professional rates of service per hour delineated by title, skill set and levels off experience for professionals with relevant disciplines.

vi. Proposed Discount Schedule.

It is recognized that there may be significant efficiencies which can be realized if any one Bidder is awarded two or more of the component audits (particularly with regard to the Financial Audit and the Process Audit) by virtue of being able to cross-utilize team members on multiple areas of tasking for the various audits where their disciplines permit; deploy a team for a longer period of utilization; leverage insights gained during the execution of one component audit for purposes of delivering high-quality deliverables for another; or otherwise.

Bidders are encouraged to develop workplans and staff deployment plans which enable increased cross-utilization and the leveraging of activities to meet the different objectives of the various component audits, thereby prospectively enabling the more efficient deployment of budget allocations.

Using Form F5, Bidders with the ability to successfully deliver upon multiple components of the comprehensive NEITI audit program are to propose discounts in their pricing schedules associated with receiving larger awards and being able to leverage longer periods of staff utilization on the engagement. NIGERIA EXTRACTIVE INDUSTRIES TRANSPARENCY INITIATIVE (NEITI) 16 REQUEST FOR PROPOSALS

VIII. EVALUATION OF BIDDERS.

Proposals will be evaluated upon the basis of both technical and financial merit. Each responsive proposal will be given a technical score. Proposals shall be disqualified if they fail to respond to a delineated requirement set forth above or if it fails to achieve a minimum technical score.

Key criteria in these evaluations include:

TECHNICAL EVALUATION CRITERIA

I. Bidder Organization, Expertise and Experience a. Organizational performance, stability and reputation b. Ability to provide both international and Nigerian-specific guidance c. Depth of experience in requisite discipline to complete component audit d. Demonstrable experience in executing upon complex engagements e. If consortia bid, track record of consortia in delivering project f. Organizational commitment and ability to serve NEITI long-term needs II. Quality and Sufficiency of Approach & Workplan a. Sufficiency of proposed approach (i) Understanding of objectives, critical success factors and challenges (ii) Sufficiency of proposed approach in fulfilling NEITI objectives (iii) Probability that proposed approach will result in success of NEITI deployment b. Sufficiency of proposed detailed workplan, including (i) Activities and tasking (ii) Team organizational structure and staff deployment plan (iii) Timeline (iv) Appropriate delineation of incremental deliverables (v) Sufficiency of proposed deliverables in meeting NEITI objectives c. Sufficiency of periodic reporting program by Bidder to NSWG d. Sufficiency of proposed program for engendering capacity-building of Nigerian institutions and professionals to sustain improved processes III. Staff Competency and Experience a. Sufficiency of staff organization by size, discipline and tasking b. Qualifications and experience of individual staff members relative to tasking IV. Additional Areas of RFP Compliance a. Submission of technical submission form by authorized representative of bidder b. Disclosure of similar representation and certification as to absence of conflicts of interest c. Anti-fraud and corruption certification

IX. ADDITIONAL TERMS AND CONDITIONS PERTAINING TO RFP SUBMISSIONS.

a. Language of Submission. All proposals and associated documentation shall be submitted in English. b. Currency of Submission. All quotations, including proposed pricing, shall be stated in both Nigerian Naira and U.S. dollars. For purposes of currency conversion, all bidders shall use an exchange rate of 130 NGN to 1.00 USD. Following contract execution, payment to consultant(s)/auditor(s) will be made in Nigerian Naira. c. Governing Law. Contract(s) negotiated pursuant to this procurement process will be governed by Nigerian law. d. One Proposal Per Bidder. Bidders may only submit one proposal, or be involved or otherwise associated with only one proposal, to perform the requested services set forth NIGERIA EXTRACTIVE INDUSTRIES TRANSPARENCY INITIATIVE (NEITI) 17 REQUEST FOR PROPOSALS

in this Request for Proposal. This restriction does not limit a bidder’s ability to submit a proposal for other Components of the comprehensive NEITI audit program. e. Validity Period. Bidders’ proposals, including services, pricing and other terms and conditions must remain valid for a period of 90 days following submission. f. Personnel. The NSWG expects to negotiate a contract on the basis of the professional staff named in the proposal. Before contract negotiations, the client will require assurances that the professional staff will be actually available. NSWG will not consider substitutions during contract negotiations unless both parties agree that undue delay in the selection process makes such substitutions during contract negotiations unless both parties agree that undue delay in the selection process makes such substitution unavoidable or for reasons such as death or medical incapacity. Any proposed substitute shall have equivalent or better qualifications and experience than the original candidate and be submitted by the bidder within the period of time specified in the letter of invitation to negotiate. g. Proposal Costs. Bidders shall bear all costs associated with the preparation and submission of their proposals and contract negotiation. h. Proposal Acceptance. The NSWG is not bound to accept any proposal, and reserves the right to annul the selection process at any time prior to Contract award, without thereby incurring any liability to Bidders. i. RFP Amendment, Modification and Clarification. At any time before the submission of Proposals, the Client may amend the RFP by issuing an addendum in writing or by standard electronic means. The addendum shall be sent to all Consultants and will be binding on them. Consultants shall acknowledge receipt of all amendments. To give Consultants reasonable time in which to take an amendment into account in their Proposals the Client may, if the amendment is substantial, extend the deadline for the submission of Proposals. j. Location of Services to be Rendered. Bidders may deliver services under a prospective engagement both in Nigeria and outside Nigeria, although it is anticipated that the majority of the work will necessarily need to be conducted in Nigeria. Therefore, bidders are encouraged to familiarize themselves with local conditions and take them into account in preparing their Proposals. k. Nationality of Bidders. Services provided by bidders upon award of a contract may originate from, involve nationals from any country, or otherwise be provided from any country except if as a matter of law or official regulation, Nigeria prohibits commercial relations with that country, or by an act of compliance with a decision of the United Nations Security Council taken under Chapter VII of the Charter of the United Nations, Nigeria prohibits any imports of goods from that country or any payments to persons or entities in that country. l. Consortia Bids. In those instances in which a Proposal is submitted by a Bidder consisting of multiple entities, including subcontractors, joint venture partners, affiliates or other such arrangements, the members of such bidding consortia have authorized the named Bidder to act upon their behalf and exercise all rights and obligations. m. Confidentiality. Those bidders with which NSWG subsequently executes a contractual relationship for services to be rendered pursuant to this RFP will be under strict duty to maintain the confidentiality of any and all information it obtains from either a government agency, public operating company or private operating company. The duty to maintain confidentiality by such consultant(s)/auditor(s) will be owed to the NSWG. The ability to disclose any information obtained, or to publish observations, comments, recommendations or conclusions which rest upon such information, shall be at the discretion of the NSWG. The NSWG may rely upon recommendations from the NIGERIA EXTRACTIVE INDUSTRIES TRANSPARENCY INITIATIVE (NEITI) 18 REQUEST FOR PROPOSALS

consultant as to information which may permissibly or should be disclosed in fulfillment of the NSWG’s mandate to enhance transparency within the oil and gas sectors. n. Work Product. All reports, documents, and other work product prepared by the Bidder following the execution of a contract will become the property of the NSWG. Bidder shall retain no residual rights in such work product. o. Good Faith. By submission of a Proposal, Bidder indicates its willingness to negotiate a contract in good faith and will use best efforts to consummate a contract with NSWG for the services requested. p. Standard of Performance. Bidders retained by NSWG shall perform the Services and carry out their obligations hereunder with all due diligence, efficiency and economy, in accordance with generally accepted professional standards and practices, and shall observe sound management practices, and employ appropriate technology and safe and effective equipment, machinery, materials and methods. q. Future Conflicts. By submission of a Proposal, bidders acknowledge that if they are subsequently retained by the NSWG, it may not take on future engagements which would be in conflict with this engagement during the term of such engagement. r. Negotiations. The NSWG may issue an invitation to negotiate to a single or multiple bidders for each component audit. s. Status. The NSWG will issue letters to all Bidders notifying such of the status of their proposals respectively upon completion of the evaluation process. NIGERIA EXTRACTIVE INDUSTRY TRANSPARENCY INITIATIVE (NEITI)

TECHNICAL PROPOSAL FORMS FORM T1 TECHNICAL SUBMISSION FORM

NOTE TO BIDDERS: This form is to be submitted with the technical component of the bidder’s proposal to provide services pursuant to this RFP.

[Date of Proposal Submission]

Obiageli Ezekwesili SSA-P, BMPI Unit EITI Nigeria State House Presidential Villa Abuja, Nigeria

Dear Madam Ezekwesili:

On behalf of [name of Bidder’s company], we offer to provide the consulting services for the [specify which component of requested audit services (i.e., Financial Audit, Process Audit or Physical Audit] of the Nigeria Extractive Industries Transparency Initiative (NEITI) in accordance with your Request for Proposal dated [date here] and our Proposal. We are hereby separately submitting our Proposal in two parts: a Technical Proposal and a Financial Proposal.

We are submitting our Proposal in association with [name other subcontractors, affiliates or other entities joining this proposal submission; delete this sentence if no other entities are joining the proposed prime contractor in its proposal.]

We hereby declare that all the information and statements made in this Proposal are true and accept that any misinterpretation(s) or material omissions contained in it may lead to our disqualification.

If negotiations are held with us within 90 days following [final submission date for all proposals], then we will undertake to negotiate on the basis of the proposed staff.

We understand that you are not bound to accept any Proposal you receive. Our proposal is binding upon us and subject to the modifications resulting from contract negotiations.

We will undertake, if our Proposal is accepted, to initiate the consulting services related to this assignment pursuant to the workplan and timeline set forth as part of a formally executed contract.

Sincerely,

[Signature of authorized representative here]

[Name and Title of Signatory] [Name of Firm] [Business Address of Signatory] [Telephone Number of Signatory] [Facsimile Number of Signatory] [Email Address of Signatory] FORM T2 BIDDER PROJECT EXPERIENCE FORM

NOTE: Bidders are requested to provide information on each assignment for which your company, professional staff member, subcontractor or affiliate was legally contracted either as an individual or corporate entity for purposes of carrying out the services similar to those set forth in this RFP. Use this form for each such instance of prior project experience relevant to the proposed tasking set forth herein.

1. Name of Bidder:

2. Name of Client: 3. Project Name:

4. Location of Project (City, Country): 5. Duration of Assignment:

6. Approximate Value of Services Rendered for 7. Date of Project Termination: Project (stated in NGN and USD):

8. Name of Professional Staff from Bidder 9. Number of Staff Months for Assignment: Associated with Project, Including Responsibilities, Functions Performed and other Relevant Information:

10. Narrative Description of Project (including relevance to requested services):

11. Description of Workplan, Timeline, Activities and Deliverables Associated with Project:

12. Outcomes, Lessons Learned, Long-Term Impact of Project for Client: FORM T3 DISCLOSURE OF OTHER RELATIONSHIPS AND CERTIFICATION AS TO THE NON-EXISTENCE OF CONFLICTS OF INTEREST

Bidders retained to assist in the NEITI deployment have a duty to the National Stakeholders Working Group (NSWG) to provide professional, objective and impartial advice. The presence of relationships which a bidding consultant or auditor may have which impairs the ability of such entity to render advice which is professional, objective and impartial is grounds for disqualification of a Bidder Proposal from further consideration or termination for cause of a contract entered into with such an entity. Bidders are required to make: (i) Disclosures pertaining to their current or past relationships and activities which are substantially similar to those set forth in Bidder’s Proposal and may give rise to questions about the possible conflicts of interest of Bidder, in reality or perception; and (ii) Certify that they do not in fact have actual or perceived conflicts which would impair their ability to meet their duty to the NSWG.

NAME OF BIDDER:

I. DISCLOSURE OF RELATIONSHIPS OR ACTIVITIES SUBSTANTIALLY SIMILAR TO THOSE PROPOSED HEREIN BY BIDDER.

NOTE: Bidders must complete all subparts of this form for as many entities or individuals with which it has or has had relationships that may be considered to be in conflict with prospective engagement under the terms of this Proposal:

SUBPART A. AFFECTED ENTITIES OR INDIVIDUALS. Bidder has or has had a professional or personal relationship with: (check applicable status) □ An entity involved in the oil industry or gas industry, either within Nigeria or outside Nigeria; □ An organization or unit of the Nigerian government at either the federal, state or local level, including parastatal oil concerns; and □ An individual employed or otherwise associated with those entities described in (i) or (ii) with which Bidder has or has had employment, personal or familial relationships.

SUBPART B. IDENTITY. The name of the entity or individual identified in Subpart A:

SUBPART C. STATUS. State whether such relationships, engagement or activities between Bidder and the entity or individual identified above is: (check applicable status) □ Currently active; or □ Has been terminated or is otherwise inactive. II. CERTIFICATION: On behalf of my company, I hereby certify that neither my organization, my professional associates or staff, affiliates, subcontractors, other related entities or other individuals proposed herein hold business or personal relationships or engage in activities which will impair the ability of my company to render professional, objective and impartial advice to the NSWG.

Signature of Authorized Name and Title Date Representative of Bidder of Authorized Representative FORM T4 CERTIFICATION AS TO THE ABSENCE OF FRAUD OR CORRUPTION

NOTE TO BIDDERS:

In order to meet the high ethical standards required of bidders seeking to provide services pursuant to the NEITI RFP, the NSWG will reject a proposal if it determines that the bidder has directly, or through an agent, engaged in corrupt, fraudulent, collusive or coercive practices in competing for the award. All bidders are required to complete this form and submit as part of their Proposal.

NAME OF BIDDER:

Check all that apply:

□ CORRUPT PRACTICES: I hereby certify that neither [insert name of Bidder here], nor its employees, affiliates, subcontractors or agents, have engaged in any activity which might constitute or be construed as constituting the offering, giving, receiving or soliciting, directly or indirectly, of anything of value to influence the action of a public official associated with the selection process for this engagement opportunity.

□ FRAUDULENT PRACTICES: I hereby certify that neither [insert name of Bidder here], nor its employees, affiliates, subcontractors or agents, have misrepresented facts or failed to present facts otherwise material to this Proposal in order to influence the selection process for this engagement opportunity.

□ COLLUSIVE PRACTICES: I hereby certify that neither [insert name of Bidder here], nor its employees, affiliates, subcontractors or agents, have engaged in a scheme or an arrangement between two or more bidders designed to establish prices at artificial, noncompetitive levels.

□ COERCIVE PRACTICES: I hereby certify that neither [insert name of Bidder here], nor its employees, affiliates, subcontractors or agents, have harmed or threatened to harm, directly or indirectly, persons or their property to influence their participation in a procurement process.

Signature of Authorized Name and Title Date Representative of Bidder of Authorized Representative NIGERIA EXTRACTIVE INDUSTRY TRANSPARENCY INITIATIVE (NEITI)

FINANCIAL PROPOSAL FORMS FORM F1 FINANCIAL SUBMISSION FORM

NOTE TO BIDDERS: This form is to be submitted with the financial component of the bidder’s proposal to provide services pursuant to this RFP.

[Date of Proposal Submission]

Obiageli Ezekwesili SSA-P, BMPI Unit EITI Nigeria State House Presidential Villa Abuja, Nigeria

Dear Madam Ezekwesili:

On behalf of [name of Bidder’s company], we offer to provide the consulting services for the [specify which component of requested audit services (i.e., financial, process or physical] of the Nigeria Extractive Industries Transparency Initiative (NEITI) in accordance with your Request for Proposal dated [date here] and our Proposal.

Our Financial Proposal is based upon providing the services described herein and rendering the deliverables specified on a fixed fee basis of a sum not to exceed [insert amount here stated in Nigerian Naira and U.S. dollars based upon the currency exchange rate specified in the RFP; the amount must coincide with the Total Proposed Price indicated on Line 3 of Form __ contained herein.] This amount is inclusive of the cost to [name of Bidder’s company] associated with tax obligations in Nigeria or elsewhere associated with the rendering of the services described in our Proposal.

Our Financial Proposal shall be binding upon us, subject to the modifications resulting from Contract negotiations, for a period of 90 days following proposal submission.

Commissions and gratuities paid or to be paid by us to agents relating to this Proposal and Contract execution, if we are awarded the Contract, are listed below: [If applicable, replace this paragraph with: “No commissions or gratuities have been or are to be paid by us to agents relating to this Proposal and Contract execution.”]

Name and Address Amount and Purpose of Commission of Agents Currency or Gratuity

We understand you are not bound to accept any Proposal you receive.

Sincerely,

[Signature of authorized representative here]

[Name and Title of Signatory] [Name of Firm] [Business Address of Signatory] [Telephone Number of Signatory] [Facsimile Number of Signatory] [Email Address of Signatory] FORM F2 PROPOSED FIXED FEE PRICING

NAME OF BIDDER:

DATE OF PROPOSAL:

COMPONENT OF AUDIT PROPOSED (i.e., Financial, Process or Physical):

PROPOSED PRICE:

State pricing in both Nigerian Naira and US Dollars using an currency conversion rate of NGN130 to USD1.00 NGN USD 1. Price of Professional Services:

2. Reimbursable Expenses: 2.a. Per Diem Allowances 2.b. Travel & Transportation 2.c. Lodging 2.d. Communications 2.e. Printing and Publications 2.f. Other Direct Expenses

3. Total Proposed Price (1+2)

By submission of this Form as part of Bidder’s Proposal, Bidder certifies that its total proposed fixed fee price for rendering the services described in our proposal is binding to the Bidder. FORM F3 PRICE PER DELIVERABLE AND PROPOSED PAYMENT SCHEDULE

COLUMN A COLUMN B COLUMN C COLUMN D

Proposed Deliverable Estimated Number of Days Proposed Incremental Payment Due Value of Incremental Between Project Initiation Payment Expressed as and Deliverable Completion State pricing in both Nigerian Naira a Percentage of the and US Dollars using an currency Total Proposed Price conversion rate of NGN130 to USD1.00

NGN USD 1. 2. 3. 4. 5. 6. 7. 8. 9. 10.

TOTAL OF INCREMENTAL PAYMENTS (COLUMN C) [Must equal the Total Proposed Price set forth on Form ___]: TOTAL OF PERCENTAGES (COLUMN D): 100% FORM F4 RATE CARD FOR PROFESSIONAL SERVICES

This rate card sets forth the fees for professional services when acquired on a per hour basis. This rate card provides a baseline for the comparison of the cost of professional services by various bidders for use in benchmarking the cost of additional or follow-on projects. The professional rates set forth herein are binding upon the bidder for a twelve month period following project initiation, with an increase in quoted rates of three percent per annum thereafter.

State pricing in both Nigerian Naira and US Dollars using an currency conversion rate of NGN130 to USD1.00

TITLE EXPERTISE / AREA OF DISCIPLINE YEARS OF RATE PER HOUR EXPERIENCE OF PROFESSIONAL SERVICE

NGN USD 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. FORM F5 PROPOSED DISCOUNT SCHEDULE UPON AWARD OF MULTIPLE COMPONENTS OF COMPREHENSIVE AUDIT PROGRAM

NOTE: TOTAL PROPOSED PRICE BY BIDDER Bidders may identify synergies or efficiencies which can be realized if they were to be awarded multiple (where applicable): components of the comprehensive audit whereby the services required can be rendered at a lower total cost. In such instances, Bidders may propose a further discounting of their total proposed price(s) in recognition of State pricing in both Nigerian such. Naira and US Dollars using an currency conversion rate of NGN130 to USD1.00 NGN USD COMPONENT 1: FINANCIAL AUDIT COMPONENT 2: PROCESS AUDIT COMPONENT 3: PHYSICAL AUDIT

1. TOTAL PROPOSED PRICE FOR ALL COMPONENTS PROPOSED BY BIDDER:

2. PROPOSED DISCOUNT FROM TOTAL PROPOSED PRICE IF BIDDER AWARDED MULTIPLE COMPONENTS:

3. DISCOUNTED PROPOSED PRICE IF BIDDER AWARDED MULTIPLE COMPONENTS: