PWS_Redacted.pdf

PERFORMANCE WORK STATEMENT (PWS)

DATE: 10/16/2019

1.0 INTRODUCTION

This contract is for loan recovery assistance located in Mexico City to collect a debt of

– EXIM Bank Claim No. G089207 under its Working Capital program, in this case from the obligor Algon Corp. MX S.A. de C.V. located in Tlalnepantla, Mexico.

The Contractor shall provide all personnel, equipment, supplies, postage, facilities, transportation, tools, materials, travel, supervision, and other items and non-personal services necessary to perform loan recovery Services as defined in this Performance Work Statement except for those items specified as Government furnished property and services.

2.0 BACKGROUND

(a) The Export-Import Bank of the United States (“EXIM Bank”) supports the financing of U.S.

goods and services. It assumes credit and country risks the private sector is unable or unwilling to accept. In covering these risks EXIM Bank paid on this claim related to Working Capital policy No. G089207. Upon payment of the claim it becomes the responsibility of the Asset Recovery Group (“ARG”) within the Asset Management Division of EXIM Bank (“AMD”) to seek repayment from the debtor and/or guarantors.

(b) Throughout this document the term “recovery officer(s)” will be used. For the purposes of this document, recovery officer(s) refers to the Working Capital and International Recovery Officers, and Managing Director – Recoveries; within ARG.

3.0 SCOPE

The Contractor shall provide collection services and servicing of above mentioned defaulted loan which may include borrower negotiations, restructuring, and workout agreements. The Contractor shall provide the following but not limited to provide loan recovery services, institute legal proceedings, provide credit restructuring services and take such other actions required to effect recovery for EXIM Bank.

4.0 OBJECTIVES (NATURE OF WORK)

To recover this a s s e t , it could institute legal proceedings and/or provide a credit restructuring related to the claim, involving the d e b t o r and guarantor(s), located in Mexico.

Desired Outcome: To recover as much of the debt as possible given the debtor’s financial circumstance.

Constraints: If the Contractor (i.e. Law Firm) is “debarred” (prohibited from performing legal work) based on local jurisdiction directives, the Contractor shall inform EXIM Bank. EXIM Bank will then take appropriate action which may include termination of the contract.

5.0 APPLICABLE DIRECTIVES

1. EXIM Bank’s AMD procedures

2. Industry practices as observed by peer institutions including Federal

Agencies, foreign ECAs, and multilateral development banks

6.0 GOVERNMENT FURNISHED INFORMATION OR PROPERTY

EXIM Bank will notify Contractor by email from the COR as to the specifics of each case to be recovered. The email will include the name of the debtor, the claim number, the buyer debt, the claim amount and the date the claim was paid.

7.0 SPECIFIC REQUIREMENTS/TASKS

Task Introduction:

This contract will cover EXIM Bank Claim No. Go89207 for recovery.

Contractor shall analyze the specifics of the case, consider recovery strategies and implement actions based on the potential recoveries and risks with the aim of maximizing collections on behalf of the EXIM Bank.

Contractor will instruct debtor to remit recovered funds directly to EXIM designated accounts. In the event the Contractor receives directly recovered funds, the Contractor shall remit the funds in their entirety (without deduction of expenses or collection fee) promptly to EXIM’s designated account.

EXIM Bank reserves the right to cease work in the event that:

1. EXIM Bank determines the Contractor’s work is unsatisfactory

2. The Contractor requests release from the Case

3. It is determined to be in the best interest of the Government

Task 1 – The Contractor shall provide Case Analysis/Due Diligence in Mexico:

a. The Government will send a copy of the collection claim file via email.

b. The Contractor shall perform due diligence and analyze the specifics of the case, consider recovery strategies and recommended actions based on the potential recoveries and risks with the aim of maximizing collections on behalf of EXIM Bank.

c. The Contractor has ensured there is no conflict of interest between the firm and the debtor. No work shall be completed by vendors in the event a conflict of interest arises.

d. The Contractor will conduct a preliminary research /evaluation of the case, including, but not limited to, asset search, credit analysis and legal actions registered against the obligor.

e. The Contractor shall submit invoicing for this Task 1 effort no earlier than submission of due diligence report.

Task 2 – The Contractor shall recover Defaulted Debt per Contingency Fee Basis

a. The Contractor shall attempt extrajudicial collection of the debt within 10 business days of the Recovery Officer’s authorization to proceed and report the results of such attempts to the Recoveries Group, Asset Management Division.

b. The Contractor shall provide a written brief (preferably in English) via email to EXIM Bank’s COR on a frequent basis, at a minimum on a quarterly basis for active cases. The reports should discuss the life cycle of the cases and enable the COR to understand the particular situations surrounding the progress of the case. The COR will also monitor the work of the Contractor through periodic site trips.

c. The Contractor shall provide a Collected Funds report not later than fifteen (15) calendar days after notifying COR notification of incoming funds and identify fee to be received based on percentage of all monies actually collected in accordance with the Assignment email.

d. Contractor understands compensation for Task 2 services is limited to the negotiated contingency fee percentage. No expenses will be reimbursed unless approved by COR.

These expenses are to be determined on a case by case basis.

Task 3 – The Contractor shall conduct Litigation

a. Prior to legal action and incurring related costs, the Contractor must request and obtain in writing the approval from the Recoveries Group, Asset Management Division and EXIM Bank’s Office of the General Counsel through the Litigation Request Form. Duly authorized, the Contractor can then file legal proceedings against the Debtor [and the Guarantors].

b. The Contractor shall provide a break-down of anticipated work/cost on a Litigation Request Form. The Government will review the Form to determine the acceptability of request/cost. Once the Contractor is authorized by EXIM Bank to pursue litigation against a debtor, work of this nature can be completed by the Contractor.

c. Contractor understands compensation for Task 3 services is divided in two sections: 1.

Legal expenses, approved in advance 2. Negotiated contingency fee percentage applied to the total amount collected (See Task 2 paragraph d.)

d. Contractor understands EXIM Bank directed that litigation be commenced since it deemed to be in the best interest of the Government.

8.0 CONTRACTOR QUALIFICATIONS

a. Work is to be completed in Mexico and Contractor shall have experience in: locating assets, in particular hidden assets if any, and embargoing (placing liens) and executing upon such assets; drafting / negotiating restructuring agreements appropriate for debtors of the type in this matter, and litigating the collection matter at all levels of courts through the debtor’s country.

b. The Contractor shall be a law firm registered/licensed in the Mexican Bar Association to practice law in Mexico. Any subcontracted effort must also be registered / licensed in the Mexican Bar Association.

c. The Contractor shall have experience handling collection matters of this sort on behalf of foreign entities, and especially foreign government entities such as EXIM Bank (Contractor shall provide documentation noting relevant experience with foreign government entities). This requirement is to ensure Contractor is able to understand legal risks that may be raised during representation of the foreign government entity. These risks include the risk of counter-suits, referrals for criminal prosecution, withholding tax questions, and the ability to communicate in the local language.

9.0 DELIVERABLES

Deliverable Item PWS Section Due Date Format/ Quantities

Project Task Log

Project Task Log, Para a.

Once every other month

Electronic, (In English)

Conflict of Interest notification

Task 1 Para b.

Within 5 business days of identifying conflict

Email

Written Brief for active Cases Task 2 Para b. Quarterly on active cases Email

Collected Funds report Task 2 Para c.

Fifteen days from COR notification in terms of incoming funds

Written report

Litigation Request Form with break-down of anticipated work/cost

Task 3 Para b.

Upon determined litigation is required

Written Document

10.0 PERFORMANCE REQUIREMENT SUMMARY (PRS)

Task or Deliverable

Performance Standard

Acceptable Quality Level (AQL)

Surveillance Method

Performance Rating Incentives/Dis incentives

Project Task Log

Complete, accurate and timely

100% accuracy.

All deliverables as described

Surveillance by EXIM Bank COR will be performed as

Exceptional Very Good Satisfactory Marginal Unsatisfactory

Positive or negative CPARS rating

All claims accounted for in the PWS and specified in the approved Schedule of Deliverables the Event occurs.

Exceptional (greater than 99%)

Very Good (between 98% and 96%);

Satisfactory (between 93% and 95%)

Marginal (between 91% and 93%

Unsatisfactory (less than 90%).

Task 1:

Case Analysis/Du e Diligence

Timeliness, complete and thorough record keeping, good communicatio n.

100% Compliance with Mexican Law, thoroughness and accuracy.

Regular and ad-hoc meetings between contractor and Government as needed

Surveillance by EXIM Bank COR will be performed as the Event occurs.

Exceptional Very Good Satisfactory Marginal Unsatisfactory

Exceptional (greater than 99%)

Very Good (between 98% and 96%);

Satisfactory (between 93% and 95%)

Marginal (between 91% and 93%

CPARS rating

Conflict of Interest notification

Complete, accurate and timely

100% accuracy.

All deliverables as described in the PWS and specified in the approved Schedule of Deliverables

Surveillance by EXIM Bank COR will be performed as the Event occurs.

Exceptional Very Good Satisfactory Marginal Unsatisfactory

Exceptional (greater than 99%)

Very Good (between 98% and 96%);

Satisfactory (between 93% and 95%)

Marginal (between 91% and 93%

Unsatisfactory (less than 90%).

Positive or

Task 2:

Recovery of Defaulted Principal/Co ntingency

Timeliness, complete and thorough record keeping, good communicatio n.

100% Compliance with Mexican Law, thoroughness and accuracy.

Regular and ad-hoc meetings between contractor and Government as needed

Surveillance by EXIM Bank COR will be performed as the Event occurs.

Exceptional Very Good Satisfactory Marginal Unsatisfactory

Exceptional (greater than 99%)

Very Good (between 98% and 96%);

Satisfactory (between 93% and 95%)

Marginal (between 91% and 93%

CPARS rating

Written Brief for active Cases

Complete, accurate and timely

All cases accounted for

100% accuracy.

All deliverables as described in the PWS and specified in the approved Schedule of Deliverables

Surveillance by EXIM Bank COR will be performed as the Event occurs.

Exceptional Very Good Satisfactory Marginal Unsatisfactory

Exceptional (greater than 99%)

Very Good (between 98% and 96%);

Satisfactory (between 93% and 95%)

Marginal (between 91% and 93%

CPARS rating

Collected Funds report

Complete, accurate and timely

Accurate accounting of expenses.

All deliverables as described in the PWS and specified in the approved

Surveillance by EXIM Bank COR via portfolio monitoring of existing outstanding claims as well as site visits.

Exceptional Very Good Satisfactory Marginal Unsatisfactory

Exceptional (greater than 99%)

Very Good (between 98% and 96%);

CPARS rating

Unrecovered cases might be recalled back to EXIM Bank’s portfolio and

Schedule of Deliverables

Satisfactory (between 93% and 95%)

Marginal (between 91% and 93%

Contractor instructed to “Cease and Desist” from any further recovery efforts.

Task 3:

Provide Litigation

Timeliness, complete and thorough record keeping, good communicatio n.

100% Compliance with Mexican Law, thoroughness and accuracy.

Regular and ad-hoc meetings between contractor and Government as needed

Surveillance by EXIM Bank COR will be performed as the Event occurs.

Exceptional Very Good Satisfactory Marginal Unsatisfactory

Exceptional (greater than 99%)

Very Good (between 98% and 96%);

Satisfactory (between 93% and 95%)

Marginal (between 91% and 93%

CPARS rating

Litigation Request Form with break-down of anticipated work/cost

Complete, accurate and timely

Clear breakdown of projected expenses.

All deliverables as described in the PWS and specified in the approved Schedule of Deliverables

Surveillance by EXIM Bank COR will be performed as the Event occurs.

Exceptional Very Good Satisfactory Marginal Unsatisfactory

Exceptional (greater than 99%)

Very Good (between 98% and 96%);

Satisfactory (between 93% and 95%)

Marginal (between 91% and 93%

CPARS rating

Business Relations

Professional and respectful of all parties

Regular and ad-hoc meetings

Semi-Annual Performance Evaluation

Exceptional Positive or between contractor and Government

Very Good Satisfactory Marginal Unsatisfactory

Exceptional (greater than 99%)

Very Good (between 98% and 96%);

Satisfactory (between 93% and 95%)

Marginal (between 91% and 93%

Managemen t of Key Personnel

Appropriate credentials for the work involved Attends scheduled meetings if needed

Available for ad-hoc meetings as necessary for contractual concerns

Regular and ad-hoc meetings between contractor and Government as needed

Semi-Annual Performance Evaluation

Exceptional Very Good Satisfactory Marginal Unsatisfactory

Exceptional (greater than 99%)

Very Good (between 98% and 96%);

Satisfactory (between 93% and 95%)

Marginal (between 91% and 93%