TERMS OF REFERENCE
GUYANA PETROLEUM RESOURCES GOVERNANCE AND MANAGEMENT PROJECT
CONSULTING SERVICES FOR ADVISORY SERVICES ON LEGAL MATTERS IN THE OIL AND GAS INDUSTRY
As Guyana moves into a new chapter of history as an emerging petroleum producing nation, sustainable development lies at the core of the Government of Guyana’s goals for the sector. Being keenly aware that petroleum is a non-renewable resource, considerations related to its extraction and conversion into financial capital highlight the requirement and responsibility to ensure that the resource is prudently managed, from the time petroleum ‘appears’ at the wellhead, for the long-lasting benefit of Guyana. In developing the policies, legal framework, institutions and systems to oversee and manage the sector, the Government of Guyana is committed to ensuring that this framework allows both present and future generations to reap the benefits.
Guyana’s petroleum sector is progressing swiftly with first oil expected in 2020. This planned petroleum development, coupled with ongoing assessment of new discoveries, has led the Government of Guyana to focus on ramping up preparations to oversee the upstream sector (exploration, development and production); to develop policy and legislation, to build up internal capacity building, to promote governance and transparency, and to undertake financial and economic planning.
The proposed Guyana Petroleum Resources Governance and Management Project (the ‘Project’) is supported by the World Bank and aims to enhance the Government’s capacity to achieve its management goals for the petroleum sector through interventions focused on supporting the enhancement of legal and institutional frameworks and the strengthening of the capacity of key institutions to manage the oil and gas sector in Guyana.
1. OBJECTIVES AND SCOPE OF WORK
The objective of the assignment is for the Consultant to provide advisory services and technical support on legal and regulatory frameworks for the oil and gas sector to the Government of Guyana, through the Department of Energy (DE) under the Ministry of the Presidency.
Under the present Terms of Reference, the Consultant is invited to fulfil the scope of works described below:
a) On the basis of an existing institutional, legislative and regulatory gap analysis and revision documentation , prepare draft revised legislation and regulations required to support the update of Guyana’s legal and institutional frameworks for the governance, management and oversight of the oil and gas sector, including but not limited to petroleum laws and regulations pertaining to operations, occupational health and safety, environmental management, maritime operations, etc.
b) Providing general advice on legal and contractual matters arising from the administration/management of existing Petroleum Agreement(s), including matters concerning assignments, terminations, events of default, force majeure, disputes, dispute resolution and cost recovery audits, etc.
c) Support the Attorney General’s Chambers in the review, assessment and re-drafting necessary to ensure the draft legislation is in good order for presentation to the National Assembly for passage into law.
d) Legal advice on the marketing of crude oil to ensure that the marketing will be transparent, efficiently organised and that marketing agreements are in place prior to first oil.
e) Advise on and provide a framework detailing the legislation and regulations required for the comprehensive development of a petroleum downstream sector and support the drafting of such legislation and regulations initially focussing on the use of associated gas.
f) Provide ad hoc legal advice on and recommendations concerning matters arising from DE’s governance and management of the petroleum sector.
g) Provide constructs for the transfer of knowledge, including mentoring arrangements, to Guyanese lawyers within the Department of Energy, Attorney General’s Office and other ministries/agencies as identified by the DE, on legal aspects of the petroleum industry.
2. DURATION OF ASSIGNMENT AND DELIVERABLES
These activities are estimated to take place over a period of four years commencing on ….2019 during which time the Consultant is expected to be physically present in Guyana for at least …… days per month. The Contract will initially be issued for one year with a possibility of renewal for the duration of the Project period based on performance.
The core deliverables for this assignment are the provision of advice and assistance to the Client as required in executing the Scope of Work. The deliverables should include:
• Kick-off meeting;
• Inception Report (inclusive of work plan)
• Regular advisory notes and status updates of ongoing work;
• A final report (including applicable legal perspectives/opinions)
• A final review and opinion for activities a) to d), outlined in the scope of work.
• The Consultant will be expected to prepare well-documented written advice and recommendations in answer to queries from the Department of Energy, Ministry of the Presidency.
All deliverables shall be in English and submitted electronically to the Department of Energy, Ministry of the Presidency, for review and approval. The World Bank may also review the deliverables for consistency with World Bank Safeguards. It is expected that certain deliverables may require several drafts to incorporate comments by the World Bank, the Client, and relevant stakeholders before they are determined to be final.
3. IMPLEMENTATION ARRANGEMENTS
• The Consultant selected for this assignment will work under the direction of the Director of the Department of Energy (DE), Ministry of the Presidency, or other designated official within the DE and will work closely with other government agencies involved in the oil and gas sector as required.
• The Department of Energy will designate a Focal Point to work with the Consultant. The Focal Point will provide relevant documentation and support the coordination and execution of the Consultant’s tasks and activities, including arranging meetings with the Operator(s); nevertheless, the Consultant will be responsible for obtaining all the necessary public information required to perform the tasks included in this TOR.
• The Consultant will be hired on an annual retainer basis with an agreed schedule of hourly or daily rates. The Consultant is expected to associate with a local firm and allocate work between international lawyers and local lawyers in the most cost-efficient manner.
• It is expected that a major part of the work will be conducted in the Consultant’s office, with regular visits to Department of Energy, Ministry of the Presidency. The Consultant is expected to be available for audio or videoconferences when required.
• The Consultant shall make its own arrangements for carrying out its services, including accommodation, transport, health insurance, document(s) translation/reproduction.
4. EXPECTED EXPERIENCE AND REQUIRED QUALIFICATIONS
To be eligible for the assignment, the Consultant should be an internationally recognized law firm with extensive experience providing professional opinions to Governments on oil and gas sector issues.
The Consultant should put forth a proposal for the on-going provision of educational content and best practices to government personnel on upstream concession management, investor management and related oil and gas sector matters generally.
The Consultant may propose the best team combination to achieve the overall goal. All team members are expected to show their credentials. To be considered for the assignment, proposed team members should all be fluent in English, have in-depth international expertise, and the following minimum qualifications (though consultants are invited to propose further skills as deemed appropriate for meeting the needs of the assignment):
o A lawyer specialized in petroleum law with at least 20 years of experience in developing legal and regulatory frameworks for the oil and gas industry and having been directly involved in at least three similar assignments; He or she should have a broad understanding of economic and technical issues associated to oil and gas projects;
o A lawyer having experience in Production Sharing Contracts and oil and gas taxation systems with at least 20 years of experience;
o A lawyer having experience in maritime law and Health, Safety, Environment and Social (HSES) legislation, preferably in a large oil company or professional organization. Knowledge of the WBG performance standards is a plus;
o A lawyer having experience in customs and duties legislation;
The nominated team members must demonstrate his or her experience and ability to advise in connection with the following topics:
(1) Legislative and regulatory reform in the oil and gas sector: experience (from within five years preceding the date of the Consultant’s application) of advising sovereign governments on legislative and regulatory design, reform and related issues of capacity building;
(2) Production Sharing Agreements: experience (from within five years preceding the date of the Applicant’s application) of the design, management and dispute resolution of Production Sharing Agreement; and
(3) Licensing Rounds: experience (from within five years preceding the date of the Consultant’s application) of advising sovereign governments on upstream concession design and related issues of capacity building and fiscal terms.
The key members of the Consultant’s team shall not change throughout the duration of the contract with the Department of Energy, Ministry of the Presidency, save and except with the prior approval of the Department of Energy.
The team member’s previous experience of advising the World Bank or its agencies on oil and gas sector regulatory reform should be disclosed.
5. CONFLICT OF INTEREST
The Consultant is required to comment on any potential, actual, or perceived conflicts of interest arising out of other assignments or a conflicting involvement in other assignments. Where the Consultant currently represents any party or potential stakeholders that would create conflict of interest or to the extent any conflict of interest would arise in the future, the Consultant shall detail any measures that may be required to avoid conflicts of interest in connection with the implementation of this assignment.
The Consultant and / or its employees agree to keep confidential all information that these receive, directly or indirectly, from the Authorities, its agencies or ministries, and any other stakeholder, as well as all copies or analyses that it makes, or have been made by third parties, on the basis of such information (collectively, the Material). The Consultant will use the Material exclusively for the purpose of preparing deliverables relevant to this assignment. The confidentiality obligations will not apply to information in the public domain. The Consultant will only permit access to the Material to persons within their organizations on a need-to-know basis. The Consultant will explicitly inform such persons of the confidential nature of the Material and, prior to providing them the Material, subject them to the confidential obligations contained in these Terms of Reference.
 ‘Existing institutional, legislative and regulatory gap analysis and revision documentation’ refer to all commentary, review, updating and re-drafting documentation pertaining to the institutional, legislative and regulatory status and revision of the petroleum sector produced for the Government of Guyana, including but not limited to, documentation produced by the Commonwealth Secretariat, the International Monetary Fund, the Inter-American Development Bank, the World Bank, Chatham House and PETRAD.