REQUEST FOR PROPOSAL (RFP) COOK INLET GAS-TO-LIQUID ECONOMIC FEASIBILITY STUDY #2010-AGOC-001 Issued by: Alaska Gasline Development Corporation; a subsidiary of Alaska Housing Finance Corporation #2010-AGDC-001 Cook Inlet GTL Study Page 1 of 15 TABLE OF CONTENTS SECTION 1: INTRODUCTION ALASKA GASLINE DEVELOPMENT CORPORATION 3 SECTION 2: OVERVIEW OF PROFESSIONAL SERVICES SOUGHT THROUGH RFP ................. 4 SECTION 3: PREPARING TO SUBMIT A PROPOSAL................................................................. 4 3.1 Assistance to Offerors with a Disability.................................................................. 4 3.2 Register with the AGDC Contracting Officer .......................................................... 4 Deadline for Submitting Questions .........................................................................5 3.3 3.4 Deadline for Submitting a Proposal ....................................................................... 5 3.5 Reservations..........................................................................................................6 SECTION 4: PROPOSAL THRESHOLD REViEW..........................................................................6 4.1 Proposal Responsive Review.................................................................................7 Proposal Responsible Review ............................................................................7 4.2 SECTION 5: PROPOSAL FORMAT - MINIMUM INFORMATION TO BE PROVIDED.................... 7 5.1 Minimum Qualifications of Offeror Firm...................................................................7 5.2 Minimum Qualifications of Offeror Firm Key Staff ................................................... 8 SECTION 6: TERMS & CONDITIONS OF PROPOSAL SUBMITTAL............................................. 9 6.1 Only One Proposal per Offeror............................................................................... 9 6.2 No Alternate Proposals ..........................................................................................9 6.3 No Qualified or Otherwise Conditional Proposals ................................................... 9 6.4 Proposal Must Remain Valid for an Extended Period .............................................. 9 Contractual Agreement ..........................................................................................9 6.5 6. 6 Term of Contract.................................................................................................... 10 SECTION 7: SCOPE OF WORK/SCOPE OF SERVICES ............................................................... 10 7.1 Study Assumptions ................................................................................................10 7.2 Study Elements...................................................................................................... 10 7.3 Study Deliverables ................................................................................................. 11 7.4 Schedule for Completion of Deliverables ................................................................ 12 SECTION 8: PROPOSAL EVALUATIION CRITERIA .....................................................................13 8.1 Evaluation Scoring .................................................................................................:1.3 8.2 Oral Presentations ................................................................................................. 14 8.3 Award Factors........................................................................................................14 8.4 Other Factors/Requirements .................................................................................. 15 SECTION 9: ATTACHMENTS ........................................................................................................ 15 Attachment A - Offeror Statement of Qualifications Form Attachment B - Sample Contract/Agreement Attachment C - Cost Fee Proposal Form #2010-AGDC-001 Cook Inlet GTL Study Page 2 of 15 SECTION 1 INTRODUCTION - ALASKA GASLINE DEVELOPMENT CORPORATION In April of 2010, the Alaska Legislature passed legislation known as SCS CSHB 369(FIN) requiring the development of an in-state natural gas pipeline plan to be delivered to the legislature by July 1, 2011 providing for a natural gas pipeline to be operational by December 31, 2015. The Act became law on April 26, 2010 when it was signed by Governor Parnell. The Act provides for: 1. The creation of a Joint In-State Gasline Development Team in the Alaska Housing Finance Corporation (AHFC) and naming the chief executive officer of AHFC as the chair of the development team; and 2. The creation of a subsidiary corporation for the purpose of planning, constructing, and financing in-state natural gasline projects or for the purpose of aiding in the planning, construction, and financing of in-state natural gasline projects. Consistent with the provisions of the Act, on May 14, 2010 the Board of Directors of Alaska Housing Finance Corporation passed a resolution creating a subsidiary corporation named the Alaska Gasline Development Corporation (AGDC). The Act describes the urgent need to timely deliver natural gas to Alaskans, stating that "in light of competing demands for future uses of the state's North Slope natural gas reserves, an aggressive effort involving planning, permitting, and coordination of information sharing, of necessary agreements and commitments, and of commercial negotiations among interested parties is necessary for completion of construction of an in-state natural gas pipeline that will provide significant direct benefit to the people of the state at the earliest possible date." Delays inherent in the normal public procurement process will unnecessarily delay work that must be accomplished within a compressed schedule. To that extent, the Act provides that the activities of the subsidiary corporation are exempt from the provisions of existing public procurement regulations. "A subsidiary corporation created for the purpose of planning, constructing, and financing in-state natural gas pipeline projects or for the purpose of aiding in the planning, construction, or financing of in-state natural gas pipeline projects is exempt from AS 36.30, including AS 36. 30. o15(d) and (f)." Notwithstanding that the activities of the AGDC are exempt from both State of Alaska and AHFC procurement regulations, and in recognition of the activities that must be timely performed under the Act, the AGDC will consider the best interests of the State of Alaska when expending public funds. It is in that spirit that AGDC is issuing this solicitation for professional services. #2010-AGDC-001 Cook Inlet GTL Study Page 3 of 15 SECTION 2 OVERVIEW OF PROFESSIONAL SERVICES SOUGHT THROUGH THIS RFP As described in the introduction to this solicitation, AGOC is responsible for developing a project plan and assembling economic data related to the potential construction of a small diameter instate natural gas pipeline between Alaska's North Slope and Cook Inlet. Feed gas to a gas-to-Iiquid (GTL) plant is one of various potential markets being considered for gas delivered by an in-state pipeline. Overall pipeline project economics will depend upon how many such markets can be simultaneously served by the pipeline. Developing GTL economic data as a discrete project cost "component block" will allow the State of Alaska to evaluate the merits of various project configurations and cost profiles. AGOC is seeking the services of a qualified organization to complete an economic feasibility study to address whether a gas-to-Iiquid (GTL) project located near the Cook Inlet pipeline terminus could serve as an "anchor tenant" to increase pipeline demand, justify an increase in pipeline capacity, and support the economic viability of North Slope gas delivered to Cook Inlet. A detailed scope of work/scope of services may be found at Section 7 of this RFP. SECTION 3 PREPARING TO SUBMIT A PROPOSAL 3.1 ASSISTANCE TO OFFERORS WITH A DISABILITY: Offerors with a disability may request and receive an accommodation regarding a means to receive communications about this RFP or a means to participate in the procurement process. For more information contact the AGOC Contracting Officer no later than fifteen (15) calendar days prior to the deadline set for the receipt of proposals. 3.2 REGISTER WITH THE AGDC CONTRACTING OFFICER: Offerors must be registered with the AGOC Contracting Officer in order to receive copies of amendments to this RFP, or other notices regarding this RFP. Offerors will be required to acknowledge receipt of any/all amendments to this RFP when submitting their respective proposals. Failure to register with the AGDC Contracting Officer may result in the rejection of an Offeror's proposal. Nola Cedergreen; Contracting Officer Phone # 907-330-8448 Fax # 907-338-9517 e-mail address:ncedergr@ahfc.state.ak.us 4300 Boniface Parkway Anchorage, Alaska 99504 #2010·AGDC-001 Cook Inlet GTL Study Page 4 of 15 3.3 DEADLINE FOR SUBMITTING QUESTIONS: The Offeror shall carefully review this RFP for defects and questionable or objectionable material. Questions must be delivered to the AGOC Contracting Officer listed in Section 3.2 of this RFP in writing only (by email or fax) on or before 4:00 pm (local Anchorage time) on July 22, 2010. AGOG wi" not respond to verbal questions. A summary of questions received by the Contracting Officer, along with a written response from AGOC, will be distributed via e-mail or fax to all parties who have either registered with the AGOC Contracting Officer or who have submitted written questions to the AGOC Contracting Officer. 3.4 DEADLINE FOR SUBMITTING A PROPOSAL: The Offeror's proposal and all supporting documentation must be delivered to the Contracting Officer no later than 4:00 pm (local Anchorage time) on August 2,2010. Offerors are responsible for ensuring that their proposal is submitted prior to the deadline for submitting a proposal and further, that the proposal is submitted on the forms required by AGDC. Failure to meet the submittal deadline will result in rejection of the Offeror's proposal without further consideration. Proposals may be submitted to the Contracting Officer listed in Section 3.2 of this RFP as follows: 3.4.1. Mail. The proposal must be placed in a sealed envelope that is addressed to the Contracting Officer at 4300 Boniface Parkway Anchorage, Alaska 99504. The outside of the sealed envelope must include both the RFP name and the RFP reference number listed on the cover page of this RFP. The official time clock for proposals submitted by mail is the date/time clock in the main reception area of AHFC's headquarters building at 4300 Boniface Parkway in Anchorage. 3.4.2. Hand delivery. The proposal must be placed inside a sealed envelope and must be delivered to the main reception area of AHFC's headquarters building at 4300 Boniface Parkway in Anchorage. The outside of the sealed envelope must include both the RFP name and the RFP reference number listed on the cover page of this RFP. The official time clock for hand-delivered proposals is the dateltime clock in the main reception area of AHFC's headquarters building at 4300 Boniface Parkway in Anchorage. 3.4.3. Fax The fax must include a cover page that reads: "Confidential Information" and must be addressed to the attention of the Contracting Officer identified in Section 3.2 of this RFP. The cover page of the fax must identify the total number of pages faxed, and must include both the RFP name and the RFP reference number listed on the cover page of this RFP. #2010-AGDC-001 Cook Inlet GTL Study Page 5 of 15 It is recommended that the Offeror telephone the Contracting Officer and advise that a fax submittal is on the way. The official time clock for applications that are faxed is the dateltime stamp on the receiving fax machine. Warning: AGOC will exercise reasonable precautions to protect the contents offaxed proposals until the information is submitted to the evaluation committee, however, the use of a fax machine to deliver a proposal may result in someone other than the Contracting Officer col/ecting the documents from the fax. 3.4.4. E-mail. The title of the e-mail message must reference both the RFP name and the RFP reference number listed on the cover page of this RFP as well as the name of the Contracting Officer identified in Section 3.2 of this RFP. It is recommended that the Offeror telephone the Contracting Officer and advise that an e-mail submittal is on the way. The official time clock for applications that are e-mailed is the date/time stamp on the AHFC e-mail system. Warning: The AHFC e-mail system limits the size of documents that may be submitted as attachments to a single e-mail. Applicants may need to send more than one e-mail message, condense documents, or take other measures in order to keep each submittal under 10Mb. 3.5 RESERVATIONS: AGOC reserves the right to accept or reject any or all proposals and may require proposals to be clarified or supplemented through additional written submissions. If a conflict arises between a supplemental term or condition provided in an Offeror's proposal and a term or condition of this RFP, the term or condition of this RFP will prevail. AGOC will not be subject to payment for costs incurred for proposal preparation or contract preparation as a result of valid and legal termination of this RFP or termination of any contract resulting from the award of the RFP. Important Note: AGDC is not subject to the procurement regulations of the federal government, the State of Alaska, or AHFC. AGDC will determine, in its sole discretion, whether the corporation will, or will not, issue an award based upon the provisions of this RFP. The decision of AGDC whether to issue an award or not; is not subject to dispute, protest, or appeal. SECTION 4 PROPOSAL THRESHOLD REVIEW Each proposal will be subject to a threshold review. A proposal, that in AGDC's sole opinion, does not include all required threshold documentation, or has not met the required threshold criteria identified in this Section will be considered non-responsive, and will not be considered further. AGOC reserves the right, but does not have the duty, to request technical corrections to a proposal during the threshold review process. #2010-AGDC-001 Cook Inlet GTL Study Page 6 of 15 4.1 PROPOSAL "RESPONSIVE REVIEW": This review will include a determination whether the proposal: a. Was received by AGOC before the deadline to submit a proposal passed; and b. Includes all required signatures; and c. Includes all required materials, attachments, documents, certifications, forms, or other required information described in Section 5 of this RFP. 4.2 OFFEROR "RESPONSIBLE" REVIEW: AGOC will make a determination whether the Offeror is responsible based on: a. Whether the Offeror firm meets the minimum qualifications described in Section 5 of this RFP. SECTION 5 PROPOSAL FORMAT - MINIMUM INFORMATION TO BE PROVIDED Offerors are encouraged to provide any/all information they wish to be considered in support of their proposal. This Section describes the minimum and mandatory information that an Offeror must submit. Offerors are encouraged to read this Section carefully; proposals that do not contain the required documentation may be automatically rejected without further consideration. Offerors must provide a narrative description and supporting documentation which clearly demonstrates that the Offeror firm and any key staff of the Offeror firm who will perform work for AGDC meets or exceeds the following minimum qualifications. 5.1 Minimum Qualifications & Experience of Offeror Firm The Offeror firm must have been actively engaged in business providing services similar to those described under Section 7 of this RFP and must include documentation in its proposal to demonstrate such experience. The minimum qualifications and experience required of Offeror Firm include the following requirements: 5.1.1. At least five (5) years experience working with GTL technology. 5.1.2. At least five (5) years experience preparing and issuing oil and gas economic feasibility stUdies. 5.1.3. At least five (5) years experience working with Alaskan gas commercialization stUdies. 5.1.4. At least five (5) years experience working with world markets for oil and gas. 5.1.5. At least five (5) years performing statistical analysis, preparing feasibility reports, and offering technical consulting services to each of the following customers: i. ii. Oil companies. Private industry. iii. State or federal government. #2010-AGDC-001 Cook Inlet GTL Study Page 7 of 15 5.2. Minimum Qualifications of Offeror Firm Key Staff The Offeror firm must assign well-qualified and experienced staff (key staff) to perform all services and work required under this RFP. The minimum qualifications and experience of Offeror's key staff include the following requirements: 5.2.1. At least five (5) years experience/direct responsibility for preparing and issuing oil and/or gas economic feasibility studies; and 5.2.2. At least five (5) years experience working with GTL technology; and 5.3. Minimum Documentation Required. 5.3.1 5.3.2 5.3.3 5.3.4 5.3.5 5.3.5 5.3.6 5.3.7 5.3.8 5.3.9 5.4. Mandatory AGDC Forms that must be returned with Offeror's Proposal. 5.4.1 5.4.2 5.5. Business license, articles of incorporation, or other proof that the Offeror firm has been engaged in business for a minimum of five (5) years. Annual report, information from an internet site, or other documentation describing the ordinary and customary business conducted at the offices of the Offeror Firm. Resumes of Offeror firm owners/principals. Resumes of key staff that will perform work for AGOC. A list of customers who the Offeror firm has performed work for within the last five (5) years; work that is similar to that required by this RFP. A list of the economic feasibility studies completed by Offeror firm in the last five (5) years. A list of the economic feasibility studies completed by the Offeror firm's key staff who will be assigned to perform work for AGOC. Names, job titles, contact information, for at least four (4) business contacts that are able to confirm the Offeror firm's experience in providing services similar to those required by this RFP. Industry certifications, affiliations, or similar information that confirms the Offeror firm's ordinary and customary involvement with the oil and gas industry. Copies of at least three (3) economic feasibility studies completed by the Offeror firm within the last five (5) years. Redacted copies are acceptable. Cost/Fee Proposal Form - Attachment C Offeror Statement of Qualifications Form - Attachment A Insurance. 5.5.1 See the attached Sample Contract (Attachment B), for specific insurance, licensing and bonding requirements. Evidence of a valid Alaska business license and any applicable professional licenses required by Alaska Statute must be submitted with the Offeror'S proposal. Acceptable evidence that the Offeror possesses a valid Alaska business license consists of anyone of the following: a) copy of an Alaska business license with the correct SIC code; or b) copy of an application for an Alaska business license application and copy of a cancelled check for the Alaska business license fee. #2010-AGDC-001 Cook Inlet GTL Study Page 8 of 15 Proof of insurance must also be submitted with the Offeror's proposal. If AGOC provides the successful Offeror with a Notice of Award, the Offeror will be required to add AHFC and AGOC as additional insureds to the Offeror's insurance policies. 5.6. Copies of Proposal. 5.6.1 The Offeror may submit a single electronic or fax copy of its proposal and AGOC will make additional copies as necessary to share with the evaluation committee OR the Offeror may submit three (3) copies of its printed proposal. SECTION 6 TERMS & CONDITIONS OF PROPOSAL SUBMITTAL 6.1 ONLY ONE PROPOSAL PER OFFEROR Offerors may submit only one proposal in response to this RFP. 6.2 NO ALTERNATE PROPOSALS Alternate proposals (proposals that offer something different than what is asked for) will be rejected as non-responsive. 6.3 NO QUALIFIED OR OTHERWISE CONDITIONAL PROPOSALS Offerors may not qualify or condition their proposal, nor restrict the rights of AGOC in any manner. If an Offeror does either, the proposal will be rejected as non-responsive. 6.4 PROPOSAL MUST REMAIN VALID FOR AN EXTENDED PERIOD Proposals submitted in response to this RFP must remain valid for at least ninety (90) calendar days from the date AGOC designates as the deadline for submitting proposals, plus any amendment or extensions to the RFP, and for an additional contractual term if the Offeror should enter into a Contract with AGOC to perform work or provide services as described in this solicitation. 6.5 CONTRACTUAL AGREEMENT: 6.5.1 CONTRACT APPROVAL This RFP does not, by itself, obligate AGOC. AGOC's obligation will commence when the Contract has been signed by the President of AGOC or his designee. AGOC will not be responsible for any work performed by the Offeror, even work done in good faith, if the work occurs prior to the Contract start date established by AGOC. 6.5.2 STANDARD CONTRACT PROVISIONS A sample contract (the Contract) is included as Attachment B to this RFP. #2010-AGOC-001 Cook Inlet GTL Study Page 9 of 15 Unless stated otherwise herein, the basic and governing language of the contractual agreement resulting from this solicitation shall be comprised of the Contract, this RFP, including all documents, any attachments and amendments, and the successful Offeror's signed proposal. In the event of a conflict between the documents, the Contract shall govern. The apparently successful Offeror will be required to sign a Contract in the same form as the sample contract (Attachment 8). No alteration of the Contract provisions will be permitted without prior written approval of the President of AGOC or his designee. Objections to any of the provisions in Attachment B must be set out in the Offeror's proposal or all provisions of the Contract will be determined accepted as written. 6.5.3 CONTRACT FUNDING Approval or continuation of a Contract resulting from this RFP is contingent upon legislative approval of AGOC's annual operating budget. 6.6 TERM OF CONTRACT: If a contract is awarded under this RFP, the term of the Contract will be twelve (12) months from notice to proceed with the option to extend up to two (2) additional twelve (12) month periods at the sole discretion of AGOC. The AGOC Contract Administrator or his designee will administer any Contract that may result from this RFP. Contact with other AGOC staff, if necessary, will be coordinated through the AGOC Contract Administrator or his designee. SECTION 7 SCOPE OF WORK/SCOPE OF SERVICES The successful Offeror must prepare a GTL economic feasibility study that incorporates all of the assumptions, elements, and deliverables listed below, in the format prescribed by AGOC, within the schedule described in section 7.4. 7.1 STUDY ASSUMPTIONS For the purposes of this study the GTL facility is assumed to be: 1) located at tidewater in Cook Inlet near the Alaska railroad and highway infrastructure, 2) capable of providing the opportunity to transport GTL product via rail, truck, pipeline and marine tanker vessels to potential markets in Alaska and the Pacific Rim, and 3) producing a maximum throughput of 1000 MMscfd. AGOC will provide the successful Offeror with a natural gas composition for use in the study. 7.2 STUDY ELEMENTS The minimum elements the successful Offeror must incorporate in the GTL economic feasibility study are: 7.2.1. Identify the most likely GTL process technology (or set of technologies) for the purpose of developing target scale and cost profiles for this study. #2010-AGDC-001 Cook Inlet GTL Study Page 10 of 15 7.2.2. Identify bands of likely GTL product price as function of postulated feed gas price and project scale. 7.2.3. Quantify the dependence, if any, between GTL facility capital costs and type of product produced. 7.2.4. Identify Cook Inlet capacity for and cost of carbon mitigation for a GTL plant at various throughputs. 7.2.5. Identify a general project execution schedule including permitting for plant and potential export facilities. 7.2.6. Quantify the amount of power that could be produced from an adjacent GTL waste heat cogeneration plant and costs at which this power would be available at the plant boundary. 7.2.7. Address whether a gas-to-liquid (GTL) project located near the Cook Inlet pipeline terminus could serve as an "anchor tenant" to increase pipeline demand, justify an increase in pipeline capacity, and support the economic viability of North Slope gas delivered to Cook Inlet. 7.3 STUDY DELIVERABLES The minimum deliverables the successful Offeror must produce are listed below. 7.3.1 IDENTIFY TECHNOLOGY BASIS FOR STUDY WORK Identify the most likely GTL process technology (or set of technologies) for the purpose of developing target scale and cost profiles for this study. At a minimum, information supporting the successful Offeror's recommended most likely technology must include a survey of existing operating GTL facilities addressing: • Overall facility production rate, and • Production rate from individual GTL trains, and • Type of GTL product produced, and • Overall thermal efficiency and • Facility capital costs. The successful Offeror and AGOC must agree on the recommended technology selection prior to commencing work on deliverables 7.3.2 through 7.3.7. 7.3.2 IDENTIFY BANDS OF LIKELY GTL PRODUCT PRICE AS A FUNCTION OF POSTULATED FEED GAS PRICE AND PROJECT SCALE Create and provide a discounted net cash flow model in Excel format that assesses the range of GTL product prices to achieve a prescribed return on GTL investment as a function of both feed gas price and GTL train size. The object of this task is to develop data to allow preliminary assessment of likely GTL product price as a function of GTL project size and corresponding pipeline flow. This costing must include cost of carbon mitigation whether through capture/sequestration, or carbon credits. The successful Offeror's net cash flow model must recommend and utilize at least three (3) different GTL train sizes to reflect practical minimum to maximum sizes. #2010-AGOC-001 Cook Inlet GTL Study Page 11 of 15 The successful Offeror and AGDC will set a range of postulated inlet feed gas prices and a prescribed return on GTL investment. It is recognized that GTL sponsors will set their own threshold of GTL project viability. Economic premises for this work scope will be set only to provide a reasonable characterization of potential GTL project viability. 7.3.3 QUANTIFY THE DEPENDENCE, IF ANY, BETWEEN GTL FACILITY COSTS AND TYPE OF PRODUCT PRODUCED Qualitatively address differences in GTL capital costs, thermal efficiency and resulting economic impacts due to production of a range of different products, such as jet/kerosene, diesel and/or naphtha petrochemical feedstock. An updated markets analysis should form the basis of this study element. 7.3.4 QUANTIFY THE AMOUNT OF POWER THAT COULD BE PRODUCED FROM AN ADJACENT GTL WASTE HEAT COGENERATION PLANT AND COSTS AT WHICH THIS POWER WOULD BE AVAILABLE AT THE PLANT BOUNDARY. The Cook Inlet GTL facility will be located next to the largest population center in Alaska and electrical power transmission infrastructure. Power generation from GTL waste heat recovery may enhance project economics. Quantify the amount of power that can be produced via the GTL train sizes as defined per Deliverable 7.3.2. Complete economic analysis to estimate electric power production costs to return investment for waste heat recovery as a function of feed gas prices per Deliverable 7.3.2. Cost of control of C02 emissions should be factored into any GTL or cogen facility. 7.3.5 IDENTIFY A GENERAL PROJECT EXECUTION SCHEDULE Develop a general project execution schedule for design, procurement and construction of a Cook Inlet GTL facility. GTL project execution schedule is to be developed independent of any other schedule for the pipeline or attendant facilities and incorporate permitting schedules for the facility, product transportation, and potential export. 7.3.6 ADDRESS WHETHER A GAS-TO-LiQUID (GTL) PROJECT LOCATED NEAR THE COOK INLET PIPELINE TERMINUS COULD SERVE AS AN "ANCHOR TENANT" TO INCREASE PIPELINE DEMAND, JUSTIFY AN INCREASE IN PIPELINE CAPACITY, AND SUPPORT THE ECONOMIC VIABILITY OF NORTH SLOPE GAS DELIVERED TO COOK INLET. This study element is a summary of the first five elements and should include an executive summary of the entire study. It should also include a discussion of error bands and sensitivities for cost and price development. Study methodology should be described and should identify assumptions and exclusions referenced. 7.4 SCHEDULE FOR COMPLETION OF DELIVERABLES Project deliverables consist primarily of economic analysis and must be completed within three (3) months of notice to proceed. The first updated work plan and status report must be submitted to the AGDC Contract Administrator within thirty (30) days of notice to proceed. #2010-AGOC-001 Cook Inlet GTL Study Page 12 of 15 SECTION 8 PROPOSAL EVALUATION CRITERIA AGDC will appoint an evaluation committee to review the proposals submitted based upon the evaluation factors set out in this Section of the RFP. A REMINDER: Any proposals received by AGDC that may be missing any or all of the mandatory or minimum information required by this RFP under Section 5 will be determined to be non-responsive and will not be evaluated by the Corporation. AGDC will not be responsible for notifying any Offeror of any deficiency(ies) in its proposal. 8.1 EVALUATION SCORING: The evaluation committee will use the following percentages of weighting when reviewing proposals: 8.1.1 THRESHOLD REVIEW (0%) 8.1.2 OFFEROR FIRM & OFFEROR KEY STAFF EXPERIENCE & QUALIFICATIONS (75%) Offerors must submit the Offeror Statement of Qualifications Form provided as Attachment A to this solicitation. Failure to provide information on the form provided, or failure to provide complete information as required by the form, will result in rejection of Offeror's proposal as non-responsive. 8.1.3 COST/FEE PROPOSAL (25%) Offerors must submit the Cost/Fee Proposal form provided as Attachment C to this solicitation. Failure to provide cost information on the form provided, or failure to provide complete cost information as required by the form, will result in rejection of Offeror's proposal as non-responsive. 8.1.4 REQUEST FOR CLARIFICATION - EFFECT ON EVALUATION After receipt of proposals, AGDC may determine, in its sole discretion, if there is need for any clarification or change to the RFP. If so, a request for clarification may be issued. The request for clarification will be distributed to only those Offerors who submitted a proposal in response to the RFP and will provide a new date and time for submittal of clarified/updated proposals. Offerors may not submit new proposals or submit other information beyond the scope of the limited information sought by the terms and conditions of the request for clarification. Evaluations may be adjusted as a result of information received in response for a request for clarification of proposals. #2010·AGDC-001 Cook Inlet GTL Study Page 13 of 15 8.2 ORAL PRESENTATIONS: At the sole discretion of AGOC, finalists for consideration of award may be required to make an oral presentation to the evaluation committee. The oral presentation may be considered in the evaluation of the Offeror's proposal, and overall scores may be adjusted at the discretion of the evaluation committee. If scheduled, oral presentations will be limited to a 30-minute presentation by the Offeror, followed by a maximum 45-minute question and answer period. Any/all costs associated with the oral presentation shall be the sole responsibility of the Offeror. Oral presentations, if required, must be developed and presented by the same Offeror key staff that will be performing work for AGDC. Presentations by Senior Executives or other consultants who will not be actively involved with the AGDC account are discouraged. 8.3 AWARD FACTORS: 8.3.1 NEGOTIATIONS If applicable, the AGOC Contracting Officer or his/her designee will conduct negotiations with responsive and responsible Offerors whose proposal, when considered with all other proposals submitted in response to this solicitation, best meet the needs of AGOC. Negotiations, if held, shall be within the scope of the RFP. AGOC may terminate negotiations and either proceed to negotiate with the Offeror of the next highest scored proposal or cancel the RFP, if any of the following should occur: • • • • the apparently successful Offeror fails to provide necessary information for negotiations in a timely manner; or the apparently successful Offeror fails to negotiate in good faith; or the apparently successful Offeror indicates they cannot perform the Contract within the budgeted funds available for the project; or the apparently successful Offeror and AGOC, after a good faith effort, simply cannot come to terms. Negotiations, if held, shall be at AGOC's offices in Anchorage, Alaska. 8.3.2 UNAUTHORIZED NEGOTIATIONS: In no event shall a prospective Offeror, or the apparently successful Offeror, enter into discussion or negotiations with representatives of AGOC other than the AGOC Contracting Officer, or his/her designee. 8.3.3 NOTICE OF AWARD Upon selection of the apparently successful Offeror(s), AGOC will issue a "Notice of Award". Copies of this notice will be faxed and/or mailed to all Offerors who submitted proposals in response to this RFP. 8.3.4 NO PROTEST OF NOTICE OF AWARD AGOC is not subject to the procurement regulations of the federal government, the State of Alaska, or AHFC. AGOC will determine, in its sole discretion, whether the corporation will, or will not, issue an award based upon the provisions of this RFP. The decision of AGOC whether to issue an award or not, is not subject to dispute, protest, or appeal. #2010-AGDC-001 Cook Inlet GTL Study Page 14 of 15 8.4 OTHER FACTORS/REQUIREMENTS: News releases pertaining to this request for proposal may not be made without prior written approval of the AHFC Corporate Communications Officer. All proposal information, including detailed price and cost information, will be held in confidence during the evaluation process and prior to issuance of the Notice of Award. Thereafter, proposals will become public information. SECTION 9 ATTACHMENTS The following materials are included to assist in responding to this RFP: Attachment A - Offeror Statement of Qualifications Form Attachment B - Sample Contract Attachment C - Cost/Fee Proposal Form #2010-AGOC-001 Cook Inlet GTL Study Page 15 of 15 Attachment t1A 11 - Cook Inlet Gas-to-Liquid Economic Feasibility Study #2010-AGDC-001 OFFEROR STATEMENT OF QUALIFICATIONS FORM (SOQ) This Offeror Statement of Qualifications Form is submitted as part of the Offeror's proposal in response to the request for proposal solicitation (RFP) entitled Cook Inlet Gas-to-Liquid Economic Feasibility Study #2010-AGDC-001 THE NAME OF THE OFFEROR FIRM SUBMITTING THIS SOQ IS: ************************************************************************************************************** INSTRUCTIONS FOR COMPLETION OF THIS FORM: Respond to every question or blank space provided. If the information required is not applicable. enter "NIA If there is not enough space to adequately respond to any question or request for information, enter "see attached explanation" in the space provided, and attach the necessary documentation or additional pages of information in the same order presented in this form. fl. The Offeror submitting information must submit at a minimum, the information requested in this form. The Offeror is encouraged to provide any additional information that the Offeror believes may be necessary to substantiate the firm's experience and qualifications. Section I: Disclosure, Pledges, and Promises of the Offeror 1. The information submitted to AGDC is genuine, not collusive, or a sham; the Offeror has not colluded, conspired, connived, or agreed, directly or indirectly, with any other firm or person to submit incorrect, incomplete, or misleading information; all statements in said submittals are true. 2. The person signing this form on behalf of the Offeror has the authority to sign and bind the above organization. 3. The Offeror represents that, except for full-time bona fide employees working solely for its organization, the Offeror: a. ( ) has, ( ) has not, employed or retained any person or company to solicit or obtain any contract or other agreement that may result from this solicitation; and b. ( ) has, ( ) has not, paid or agreed to pay any person or company employed or retained to solicit or obtain any contract or other agreement that may result from this solicitation; any commission, percentage, brokerage, or other fee contingent upon or resulting from the award of a contract or other agreement. If the answer to 3a or 3b above is affirmative, the Offeror must include a full and written disclosure attached to this form. 4. To the best of the Offeror's knowledge and in good faith, it is the Offeror's belief that the following named AGDC employees, AGDC contractors, or AGDC Board of Directors members may have a financial, business, or familial interest, direct or indirect, in or with the Offeror or Offeror's representative: AGDC Employee Name/Job Title #2010-AGDC-001 Cook Inlet GTL Study - Offeror SOQ FORM Page 1 of 5 AGDC Contractor Name AGDC Board of Directors Member Name If the Offeror has named any AGOC employee, contractor, or board member above; the Offeror must attach a written explanation to this form describing the nature of the AGOC employee's, contractor's or board member's, interest with Offeror or Offeror firm. 5. The Offeror does not have any organizational conflict of interest which is defined as a situation in which the nature of work to be performed or services to be supplied under any agreement or contract that may result from this solicitation and the Offeror's organizational, financial, contractual, or other interests may: a. Result in an unfair competitive advantage to the Offeror; or b. Impair the Offeror'S objectivity in performing the work or providing the services that may result from this solicitation. If the Offeror or Offeror's representative cannot respond affirmatively to 5a and 5b above, the Offeror must include a full and written disclosure attached to this form. 6. Neither the Offeror, nor any person or organization that has an interest in the Offeror's firm, is ineligible to be awarded contracts by any agency of the United States Government, HUD, AGDC, or the State of Alaska. 7. The Offeror certifies that (respond by printing "yes" under each section below): a. It has paid all required fees and is properly licensed and bonded to do business in the State of Alaska and within the local governing body in which any work or services subsequent to this solicitation may be performed or provided. b. It has the capacity and experience necessary to timely and professionally perform all duties required by this solicitation. c. It complies and will comply, with all laws of the State of Alaska, the applicable portions of the Federal Civil Rights Act of 1964, the Equal Employment Opportunity Act as regulated by the State and federal governments, and the American with Disabilities Act of 1990 including the regulations issued hereunder. d. No action, suit, proceeding, inquiry, or investigation before or by any court or federal, State, municipal, or other governmental authority is pending, or to the Offeror'S knowledge is threatened against the Offeror or affecting the assets, properties, or operations of the Offeror or its interests, which if determined adversely to the Offeror would have material and adverse effect upon the consummation of transactions contemplated by, or the validity of, agreements between AGDC and the Offeror, or upon the financial condition, assets, properties, or operations of the Offeror. No employee employed by the Offeror, nor the Offeror firm itself, has been debarred, suspended, or otherwise prohibited from practice by any federal, State, or local agency. e. If the Offeror is unable to affirmatively certify any statement under Paragraphs (a) through (d) above, the Offeror must include a full and written disclosure attached to this form. #2010-AGOC-001 Cook Inlet GTL Study - Offeror SOO FORM Page 2 of 5 Section II: Offeror Qualifications RFP Section 5 Check the box(es) that apply and where applicable, enter a description of the documents attached to this form. ) The Offeror has been actively engaged in business providing services similar to those described under Section 7 of the RFP. ) The Offeror has at least five (5) years experience working with GTL technology. ) The Offeror has at least five (5) years experience preparing and issuing oil and gas and economic feasibility studies. The Offeror has at least five (5) years experience working with Alaskan gas commercialization studies. The Offeror has at least five (5) years experience working with world markets for oil and gas. ) The Offeror has at least five (5) years experience performing statistical analysis, preparing feasibility reports, and offering technical consulting services to each of the following customers: 1. 2. 3. Oil companies. Private industry. State or federal government. ) Offeror's key staff that will perform work under the RFP have at least five (5) years experience as staff directly responsible for preparing and issuing oil and/or gas economic feasibility studies and at least five (5) years working with GTL technology. ) The Offeror has attached the following documents as proof that the Offeror firm has been actively engaged in business for a minimum of five (5) years. ( ) The Offeror has attached copies of its Alaska business license or application for Alaska business license. ( ) The Offeror has attached copies of its Articles of Incorporation or documents organizing its LLC. ) The Offeror has attached a copy of its annual report, information from an internet site, or other documentation describing the ordinary and customary business conducted at the offices of the Offeror firm. #2010-AGOC-001 Cook Inlet GTL Study - Offeror SOQ FORM Page 3 of 5 ( ) The Offeror has attached copies of the resumes of the Offeror firm owners and principals. ( ) The Offeror has attached a copies of the resumes of Offeror's key staff that will perform work for AGDC. ) The Offeror has attached a list of customers for whom the Offeror firm has performed work similar to the work required by this RFP, within the last five (5) years. ) The Offeror has attached a list of the economic feasibility studies completed by the same key staff that the Offeror has designated as responsible for performing work for AGDC. ) The Offeror has attached at least four (4) business references that are able to confirm the Offeror firm's experience in providing services similar to those required by the RFP. Each reference includes the name, job title, and contact information for the named individual. ) The Offeror has attached a copy of its industry certifications, affiliations, or similar information that demonstrates the Offeror firm's ordinary and customary involvement with the oil and gas industry. ) The Offeror has attached at least three (3) copies of economic feasibility studies completed by the Offeror firm within the last five (5) year period. Redacted copies are acceptable. ) The Offeror has completed, signed, and attached its Cost/Fee Proposal Form (Attachment C) and has also completed, signed, and attached all other required documentation to this Offeror Statement of Qualifications Form (Attachment A). Signature of Offeror By signature on this document, the Offeror certifies, promises, and pledges: 1. That the person signing this document has been authorized, in writing, to act as agent for the following principals of the Offeror firm": *Insert the full name(s) and titters) of the person(s) in the Offeror's organization responsible for determining the information to be submitted in this Offeror Statement of Qualifications Form. #2010-AGOC-001 Cook Inlet GTL Study - Offeror SOQ FORM Page 4 of 5 2. That all information contained in this submittal is accurate and complete. 3. That all information submitted as part of the Offeror'S proposal will remain effective for a period of not less than ninety (90) days from the date AGOC designates as the deadline for submitting proposals; plus any subsequent amendments or extensions to the RFP, and for an additional contractual term, if the Offeror should enter into an agreement with AGOC to perform work or provide services under the provisions of the RFP. 4. That all materials submitted by the Offeror will become the property of AGOC. 5. The Offeror's representations will be construed as a covenant under any contract or agreement subsequent to this RFP; and should it appear that Offeror has made a material misrepresentation, AGOC shall have the right to terminate the contract or agreement for Offeror's breach, and AGOC may then pursue such remedies as exist under the contract or agreement, or as otherwise are provided by law. NOTE: OFFEROR'S FAILURE TO SIGN AND DA TE THIS FORM WILL RESUL TIN AUTOMA TIC REJECTION OF THE PROPOSAL SUBMITTED BY OFFEROR WITHOUT FURTHER CONSIDERATION. Offeror Signature and Date of Signature Typed or Printed Name and Title of Person Signing on behalf of Offeror firm Telephone Number/Fax Number of Person Signing on behalf of Offeror firm Company NamelTax I.D. Number Company Mailing Address #2010-AGOC-001 Cook Inlet GTL Study - Offeror soa FORM Page 5 of 5 Attachment uB" - Cook Inlet Gas-to-Liquid Economic Feasibility Study #201 O-A GDC-001 PROFESSIONAL SERVICES CONTRACT This contract (the Contract) is made between _ _ _ _ _ _ _ _ _ _ _ _ (the Contractor) and the Alaska Gasline Development Corporation (AGDC). GENERAL PURPOSE OF CONTRACT The purpose of this Contract is to establish the Contractor as approved to provide services as required by AGDC; and to define Contractor's duties and obligations, and the rights of the parties. Contractor and AGDC agree as follows: 1. INCORPORATION BY REFERENCE the following documents are incorporated by reference into this Contract. a. b. c. d. RFP #201 0-AGDC-001 Contractor's proposal submitted in response to the RFP Exhibit "An - Contractor compensation schedule. Other ... 2. CONTRACTOR'S DUTIES. Contractor shall diligently perform for AGDC all of its duties under this Contract and/or any written instructions by AGDC. All work performed by the Contractor is subject to inspection, evaluation, and approval by AGDC. AGDC may employ all reasonable means to ensure that the work both progresses and is performed in compliance with the Contract. 3. TRAVEL. The fees paid to Contractor include all expenses associated with Contractor travel, if any. Travel expenses may include, but are not limited to: air fare or other commercial carrier fare, car rental, excess baggage fees, meal allowances, and lodging costs. 4. NO ADDITIONAL WORK OR MATERIALS. No claim for additional services that are not specifically provided in this Contract, that are performed or furnished by the Contractor, will be allowed unless AGDC has ordered the work in writing, and in advance of the work being performed or the materials being provided. AGDC and the Contractor agree to negotiate an acceptable compensation for any additional work. Before AGDC may agree to compensate the Contractor for additional work, the Contractor must provide AGDC with detailed cost and pricing data based upon the work to be performed and the schedule for delivery of work product. Any additional work must be documented as a written amendment to this Contract and must be dated and signed by both parties prior to the work commencing. 5. KEY PERSONNEL. Any change in the key personnel of the Contractor responsible for performing work under this Contract, must be approved in writing, by AGDC. Upon receipt of documentation which demonstrates that the proposed replacement personnel possess at least equivalent communications skills, specialized knowledge and technical experience than the personnel to be replaced, AGDC may not unreasonably withhold such approval. Page 1 of 8 ADGC Professional Services Contract #2010-AGDC-001 - Attachment "8" 6. COMPENSATION. Compensation for services will be paid at the rates attached as "Exhibit A". No payment will be made until the Contract is approved and signed by the AGOC President or his designee. AGOC is not responsible for and will not pay local, state or federal taxes on work performed under this Contract. All costs associated with the Contract must be stated in U.S. currency. 7. REIMBURSEMENT. Any costs or expenses Contractor incurs performing Contractor's duties under this Contract are to be borne by Contractor and will not be reimbursed by AGOC except as provided in this Contract. 8. TERMINATION BY CONTRACTOR. The Contractor's duties under this Contract may be terminated in whole at any time at the option of the Contractor, upon ninety (90) days written notice to AGOC. 9. TERMINATION BY AGOC. AGOC, by written notice, may terminate this Contract in whole or in part, as follows: A. for any reason upon ninety (90) days written notice to Contractor; B. for Contractor's breach of any term of this Contract upon written notice to Contractor of the breach. A breach of this Contract includes, but is not limited to, Contractor's failure to comply with the Contract, including but not limited to: 1) Contractor's failure to maintain adequate insurance and/or bonding; or 2) Contractor's failure to comply with any federal, State, or local law, regulation, order, or judicial precedent that applies to Contractor; or 3) the dissolution or the commencement of any action or proceeding for the liquidation of the Contractor, or for the appointment of a receiver or trustee of the property of the Contractor; or 4) the insolvency of Contractor, the adjudication of Contractor as bankrupt, the appointment of a receiver for Contractor, the execution by Contractor of a general assignment for the benefit of Contractor creditors, or other material change in Contractor's status. Contractor's interest in this Contract is not an asset of Contractor or Contractor's successors or assigns, and no interest in this Contract may pass by operation of law without the express written consent of AGOC; or 5) a substantial change in the ownership of Contractor, including but not limited to, a sale of the majority interest in Contractor or a change in the corporate status of a Contractor without the prior written consent of AGOC; or 6) if a professional services contract, a substantial change in the experience or qualifications of Contractor's staff assigned to perform services under this Contract without AGOC's express written approval; or 7) a finding by a court that Contractor, or any principal of Contractor, committed an act of civil fraud, or a conviction of Contractor or any principal of Contractor of a crime for acts related to Contractor's business; or Page 2 of 8 ADGC Professional Services Contract #2010-AGDC-001 - Attachment "8" 8) 9) 10) any revocation or suspension of Contractor's State of Alaska business license, or any determination by any professional board censuring Contractor in any manner; or any action or inaction on the part of the Contractor which results in a lien being filed against AGDC or results in AGDC dispensing funds to prevent lien action; or failure of Contractor to pay subcontractors, suppliers, laborers, applicable State or federal taxes. C. Whether or not AGDC has notified Contractor of the Contract termination under Subsection B, AGDC may take any action that in its discretion is reasonable to protect itself from Contractor's breach of this Contract. D. Failure of AGDC to terminate this Contract for Contractor's breach under Subsection B does not waive that right or any other right under this Contract. E. AGDC is liable only for payment in accordance with the compensation provisions of this Contract for services rendered before the effective date of any termination of this Contract. 10. TERMINATION NOT A RELEASE. Termination of this Contract by either AGDC or Contractor under Sections 8 or 9 of this Contract does not release Contractor from any obligations or liability under the Contract unless AGDC expressly releases Contractor in writing. Upon termination of the Contract by either AGDC or Contractor, Contractor must assist in an orderly transfer of all files, notes, draft reports, or other work product related to this Contract to the offices of AGDC or to any successor or custodian designated by AGDC (in writing). 11. INDEMNIFICATION. Contractor shall indemnify, save harmless and defend AGDC and the State, its officers, agents, and employees from all liability, including costs and expenses, for all actions or claims resulting from injuries or damages sustained by any person or property arising directly or indirectly as a result of any error, omission, or negligent act of the Contractor, it's subcontractors, or anyone directly or indirectly employed by Contractor in the performance of this Contract. All actions or claims, including costs and expenses, resulting from injuries or damage sustained by any person or property arising directly or indirectly from Contractor's performance under this Contract which are caused by the joint negligence of AGDC and the Contractor shall be apportioned on a comparative-fault basis. Any such jOint negligence on the part of AGDC must be a direct result of active involvement by AGDC. 12. NO ASSIGNMENT OR DELEGATION. This Contract is a personal services agreement and Contractor may not assign or delegate this Contract, or any part of it, or any right to any compensation or reimbursement paid under it, except with the express written consent of AGDC. 13. NOTICE. Any notice given to AGDC under this Contract must be in writing and must be sent by registered mail or certified mail, return receipt requested, addressed to: President Alaska Gasline Development Corporation 4300 Boniface Parkway Anchorage, Alaska 99504 Any notice given to Contractor under this Contract, must be in writing and must be sent by registered mail or certified mail, return receipt requested, addressed to: Page 3 of 8 ADGC Professional Services Contract #2010-AGDC-001 - Attachment "8" 14. OWNERSHIP OF RECOROS. All records related to work performed by Contractor for AGOC under this Contract, including but not limited to documents, reports, recommendations, analysis, work produced in any form including intellectual property, computerized data files, and other media or papers of whatever kind or description (hereinafter called "records") whether or not developed or originated by Contractor are the sole property of AGOC. Contractor, upon AGOC's written request, shall deliver immediately all records to AGOC or as AGOC otherwise dictates in writing. Contractor may not condition in any manner Whatsoever, the delivery of records. Any records that Contractor has retained on microfilm or otherwise condensed, must be reproduced promptly, at no cost to AGOC. Unless all records have been delivered to AGOC, Contractor shall retain all records in its possession relating to the performance of this Contract for a period of three (3) years from completion of the project, or until notified by AGOC of final resolution of any audit findings, claims, or litigation related to the Contract, whichever is later. 15. EXAMINATION OF RECOROS. Contractor shall permit any person deSignated by AGOC, at any reasonable time during regular business hours, to examine and make audits of any and all of the records. 16. PRIOR AGREEMENTS. This Contract supersedes any prior agreements and understandings between AGOC and the Contractor. However, the provisions of this paragraph do not operate to release Contractor or AGOC from any responsibilities or liability that may have arisen under any prior agreement. 17. INSURANCE. Without limiting Contractor's indemnification, it is agreed that Contractor will purchase at its own expense and maintain in force at all times during the performance of services under this Contract, the following policies of insurance. AGOC reserves the right, but not the obligation, to review and revise any of the following insurance requirements, based on insurance market conditions which may affect the availability or afford ability of coverage; or based on changes in the scope of work or specifications that apply to this Contract. In addition, AGOC reserves the right, but not the obligation, to review and reject any insurance policies failing to either meet the necessary criteria or that have been provided by an insurer in poor financial condition or legal status. The requirements contained herein, as well as AGOC review or acceptance of insurance maintained by Contractor is not intended to, and shall not in any manner, limit or qualify the liabilities or obligations assumed by Contractor under this Contract. Insurance policies required to be maintained by Contractor will name AGOC as additional insured for all coverage except Workers' Compensation and Professional Uability/E&O insurance. Contractor and its subcontractors agree to obtain a waiver, where applicable, of all subrogation rights against AGOC, its officers, officials, employees and volunteers for losses ariSing from work performed by the Contractor and its subcontractors for AGOC. However, this waiver shall be inoperative if its effect is to invalidate in any way the insurance coverage of either party. Where specific limits are shown, it is understood that they will be the minimum acceptable limits. If the Contractor's policy contains higher limits, AGOC will be entitled to coverage to the extent of such higher limits. The coverages and/or limits required are intended to protect the primary Page 4 of 8 ADGC Professional Services Contract #2010-AGDC-001 - Attachment "S" interests of AGOC, and the Contractor agrees that in no way will the required coverages and/or limits be relied upon as a reflection of the appropriate types and limits of coverage to protect Contractor against any loss exposure whether a result of this Contract or otherwise. Failure to furnish satisfactory evidence of insurance or lapse of any required insurance policy is a material breach and grounds for termination of the Contract pursuant to Section 9 of this Contract. A. Workers' Compensation Insurance: The Contractor will provide and maintain, for all employees of the Contractor engaged in work under the Contract, Workers' Compensation Insurance as required by AS 23.30.045. The Contractor shall be responsible for ensuring that any subcontractor that directly or indirectly provide services under this Contract has Workers' Compensation Insurance for its employees. This coverage must include statutory coverage for all States in which employees are engaging in work and employer's liability protection for not less than $100,000 per occurrence. Where applicable, coverage for all federal acts (i.e., USL & H and Jones Acts) must also be included. B. Commercial General Liability (CGL) Insurance: The Contractor will provide and maintain Commercial General Liability Insurance with not less than $1,000,000 per occurrence limit, and will include premises-operation, products/completed operation, broad form property damage, blanket contractual and personal injury coverage. Coverage shall not contain any endorsement(s) excluding or limiting contractual liability nor providing for cross liability. C. Automobile Liability Insurance: The Contractor will provide and maintain Automobile Liability Insurance covering all owned, hired and non-owned vehicles with coverage limits not less than $1,000,000 per occurrence bodily injury and property damages. In the event Contractor does not own automobiles, Contractor agrees to maintain coverage for hired and non-owned liability which may be satisfied by endorsement to the CGL policy or by separate Business Auto Liability policy. O. Umbrella or Excess Liability: Contractor may satisfy the minimum liability limits required above for CGL and Business Auto under an umbrella or excess Liability policy. There is no minimum per occurrence limit under the umbrella or excess policy; however the annual aggregate limit shall not be less than the highest per occurrence limit stated above. Contractor agrees to endorse AGOC as an additional insured on the umbrella or excess policy unless the certificate of insurance states that the umbrella or excess policy provides coverage on a pure "true follow form" basis above the CGL and Business Auto policy. E. Professional Liability Insurance: The Contractor will provide and maintain Professional Liability Insurance covering all errors, omissions or negligent acts of the Contractor, its subcontractors, or anyone directly or indirectly employed by them, made in the performance of this Contract which results in financial loss to the State. Minimum limits required are $1,000,000; higher limits may be required based upon the scope of work for this Contract. F. Certificates of Insurance: Contractor agrees to provide AGOC with certificates of insurance evidencing that all coverages, limits and endorsements as described above are in full force and effect and will remain in full force and effect as required by this Contract. Certificates shall include a minimum thirty (30) day notice to AGOC of cancellation or non-renewal. The Certificate Holder address shall read: Alaska Gasline Development Corporation c/o Alaska Housing Finance Corporation Page 5 of 8 ADGC Professional Services Contract #2010-AGDC-001 - Attachment "8" Risk Management Department 4300 Boniface Parkway Anchorage, Alaska 99504 Fax (907) 338-9517 G. Information for Insurance Agents/Brokers: The Contractor is strongly encouraged to provide its insurance agenUbroker with a copy of Article 16 of this Contract in order that the Contractor may timely obtain and maintain the insurance and bonding required by the Contract. 18. PERMITS. The Contractor shall be solely responsible and financially responsible for obtaining all required permits, licenses, and/or approvals to comply with municipal, borough, state and federal authority to proceed with work under this Contract. 19. SAFETY. The Contractor shall be solely responsible for initiating, managing and supervising all safety precautions and procedures related to, and ariSing out of, the Contractor's work under this Contract. The Contractor shall take all necessary precautions to ensure the safety of all persons on the work site, whether the Contractor's employees or not. The Contractor shall comply with all applicable laws, ordinances, rules and regulations of any authority having jurisdiction over the safety of persons, or of the safe use of materials and equipment. 20. CONFIDENTIALITY. Contractor acknowledges that AGDC will provide it with certain confidential and proprietary information to enable it to perform under this Contract. Contractor agrees that it will protect and keep confidential all such information that AGDC provides to it and will undertake to maintain the same standard of care and security to protect the confidential information as Contractor uses to protect its own confidential and proprietary information. Contractor agrees to limit distribution of the confidential information to those of its employees who are performing work under the Contract. The confidential information may not be distributed to third-parties without the express written consent of AGDC. Contractor agrees that, upon completion of the Contract, it will return the originals and all copies of the confidential information to AGDC. 21. COPYRIGHT. Contractor acknowledges that the work product developed under this Contract is a work for hire specifically commissioned by AGDC. Contractor agrees that AGDC is entitled to the copyright in all technical materials, reports, drawings, manuals, or other work product developed pursuant to this Contract and Contractor hereby releases and waives any claim it may have to such copyright. 22. DISPUTES. Any dispute arising under this Contract that is not disposed of by mutual agreement shall be decided in accordance with the appropriate AGDC authority governing contract disputes or controversies. 23. INDEPENDENT CONTRACTOR. The Contractor and any agents, employees and officers of the Contractor act in an independent capacity and are not officers or employees or agents of AGDC in the performance of this Contract. 24. GOVERNING LAW. This Contract is governed by the laws of the State of Alaska. Any actions brought as a result of this Contract shall be brought in the courts for the State of Alaska in the Third Judicial District in Anchorage, Alaska. 25. OFFICIALS NOT TO BENEFIT. Contractor must comply with all applicable State or federal laws regulating ethical conduct of public officers and employees. Page 6 of 8 AOGC Professional Services Contract #2010-AGOC-001 - Attachment "8" 26. CAPTIONS, SEVERABILITY. The captions and headings of the paragraphs of this Contract are for convenience only and are not to be used to interpret or define the provisions of this Contract. If any provision of this Contract conflicts with applicable law, the conflict does not affect the other provisions of this Contract which can be given effect without the conflicting provision. The provisions of this Contract are declared to be severable. 27. EQUAL OPPORTUNITY EMPLOYMENT. Contractor certifies that it complies with the applicable portions of 42 U.S.C. 1971, 1975 and 2000 of the Civil Rights Act of 1964 and the civil rights laws in the Alaska Statutes, AS 18.802 MC 12.120 (a) (4). Contractor further certifies that subcontracting will be allocated to meet goals established to eliminate and prevent discrimination. 28. TERM. This Contract shall expire twelve (12) months from the effective date below. The Contract may be extended up to two (2) additional twelve (12) month periods at the sole discretion of AGOC. AGOC may extend this Contract by providing written notice pursuant to Paragraph 13, at least fifteen (15) days before the Contract expiration date. The Contract may be terminated by either party subject to Paragraphs 8 and 9. Funding to support this Contract is contingent upon legislative approval of AGOC's annual operating budget. AGOC's fiscal year is July 1 through June 30. Page 7 of 8 ADGC Professional Services Contract #2010-AGDC-001 - Attachment u8" IN WITNESS WHEREOF, the parties have executed this Contract on the dates set out below. This Contract takes effect on the date of its execution by AGDC. Date: _ _ _ _ _ __ CONTRACTOR: (Authorized signature) CONTRACTOR: (Typewritten name) FIRM NAME: ADDRESS: STATE OF ALASKA THIRD JUDICIAL DISTRICT ) ) ss ) The foregoing instrument was executed by _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ and acknowledged before me this _ _ day of _ _ _ _ _ _ _ _ _ , 2010. Notary Public in and for Alaska My Commission Expires: _ _ _ _ _ _ _ __ Agreed to and Accepted by ALASKA GASLINE DEVELOPMENT CORPORATION By: _ _ _ _ _ _ _ _ _ _ _ _ __ (Authorized signature) Date Daniel Fauske, President (Typewritten name/title) STATE OF ALASKA ) THIRD JUDICIAL DISTRICT )ss ) of Alaska Gasline The foregoing instrument was executed by Development Corporation, on behalf of the Corporation and acknowledged before me this day of _ _ _ _ _ _ _ _ _ , 2010. Notary Public in and for Alaska My Commission Expires: _ _ _ _ _ _ __ Page 8 of 8 AOGC Professional Services Contract #2010-AGOC-001 - Attachment "8" Attachment "C" - Cook Inlet Gas-to-Liquid Economic Feasibility Study #20 1O-A GDC-001 COST FEE PROPOSAL FORM This Cost Proposal Form is submitted as part of the Offeror's proposal in response to the request for proposal solicitation (RFP) entitled Cook Inlet Gas-to-Liquid Economic Feasibility Study #201 0-AGDC-001 THE NAME OF THE OFFEROR SUBMITTING THIS COST/FEE PROPOSAL IS: *********************************************************************************************************** All services provided by the Offeror as required by the RFP, except for those services specifically itemized on this form, must be provided by the Offeror at no additional cost toAGDC. Much of the information submitted on this Cost Proposal form requires that the Offeror provide AGDC with a firm "not-to-exceed" price that is all inclusive; including, but not limited to: all costs associated with travel and administrative overhead costs. Part 1- Firm Fixed Fee Cost Proposal: The Offeror shall respond to this section by including a firm, fixed fee cost for each of the study elements listed below (reference Section 7.2 of the RFP): 7.2.1 Identify the most likely GTL process technology (or set of technologies) for the purpose of developing target scale and cost profiles for this study. $_---7.2.2 Identify bands of likely GTL product price as function of postulated feed gas price and project scale. $_---- #2010-AGOC-001 Cook Inlet GTL Study - Cost/Fee Proposal Page 1 of 4 7.2.3 Quantify the dependence, if any, between GTL facility capital costs and type of product produced. $_----7.2.4. Identify Cook Inlet capacity for and cost of carbon mitigation for a GTL plant at various throughputs. $_---7.2.5 Identify a general project execution schedule including permitting for plant and potential export facilities. $_---7.2.6 Quantify the amount of power that could be produced from an adjacent GTL waste heat cogeneration plant and costs at which this power would be available at the plant boundary. $_----7.2.7 Address whether a gas-to-liquid (GTL) project located near the Cook Inlet pipeline terminus could serve as an "anchor tenant" to increase pipeline demand, justify an increase in pipeline capacity, and support the economic viability of North Slope gas delivered to Cook Inlet. $_---TOTAL FIRM FIXED FEE COST PROPOSAL, INCLUSIVE OF ALL STUDY ELEMENTS (ITEMS 7.2.1 THROUGH 7.2.7) LISTED ABOVE AND ALL DELIVERABLES REQUIRED UNDER SECTION 7.3 OF THE RFP: $_----- #2010-AGOC-001 Cook Inlet GTL Study - Cost/Fee Proposal Page 2 of 4 Part 1/- Maximum Hourly Billing Rates for Offeror staff (should AGDC request additional work from the Offeror): Include the following information for each person who will perform work or provide services to AGOC and attach additional pages to this Cost Proposal if/as necessary: 1. Name 2. Job Title 3. Hourly Rate #2010-AGOC-001 Cook Inlet GTL Study - Cost/Fee Proposal Page 3 of 4 OFFEROR'S SIGNA TURE By signature on this document, the Offeror certifies, promises, and pledges: 1. That the person signing this document has been authorized, in writing, to act as agent for the following principals of the Offeror firm*: *Insert the full name(s) and tifle(s) of the person(s) in the Offeror'S organization responsible for determining the information submitted in this Cost/Fee Proposal Form. 2. That all information contained in this submittal is accurate and complete. 3. That all fee or price quotes will remain effective for a period of not less than ninety (90) days from the date AGOC designates as the deadline for submitting proposals; plus any subsequent amendments or extensions to the RFP, and for an additional contractual term, if the Offeror should enter into an agreement with AGOC to perform work or provide services under the provisions of the RFP. 4. That all materials submitted by the Offeror will become the property of AGOC. 5. The Offeror's representations will be construed as a covenant under any contract or agreement subsequent to this RFP; and should it appear that Offeror has made a material misrepresentation, AGOC shall have the right to terminate the contract or agreement for Offeror'S breach, and AGOC may then pursue such remedies as exist under the contract or agreement, or as otherwise are provided by law. NOTE: FAILURE BY OFFEROR TO SIGN AND DATE THIS FORM WILL RESULT IN AGDC REJECTING THE OFFEROR'S PROPOSAL AS NON-RESPONSIVE. Offeror Signature and Date of Signature Typed or Printed Name and Title of Person Signing on behalf of Offeror Telephone Number/Fax Number of Person Signing on behalf of Offeror Company NamelTax 1.0. Number Company Mailing Address #2010-AGDC-001 Cook Inlet GTL Study - Cost/Fee Proposal Page 4 of 4