Attachment II - PWS.pdf

EXPORT-IMPORT BANK ON BEHALF OF

AMD TO PROVIDE FINANCIAL ADVISOR

PERFORMANCE WORK STATEMENT (PWS)

11/9/2020

1.0 INTRODUCTION

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

2.0 BACKGROUND

EXIM provided a loan structured as a project financing with loan repayment from Power Purchase Agreement (“PPA”) sales for a company’s 67.5 MW wind farm in, Mexico. The company has experienced chronic problems since inception relating to a more-volatile-than-expected wind regime and (2) faulty wind turbines from the manufacturer which went bankrupt in 2011 resulting in loss of EVM warranty coverage. Project cash flow has been insufficient to fully fund debt service and has been sapped by high O&M and major maintenance (heavy lift) expenses. Accordingly, the project required debt restructuring to continue operations and company financial and operational risk remains high following debt restructuring. EXIM Bank requires a Financial Advisor to support asset monitoring and debt recovery as outlined in the Scope and Specific Requirements/Tasks below.

3.0 SCOPE

As Financial Advisor, the contractor shall provide services that include but are not limited to (1) guidance to EXIM Bank on post-restructuring monitoring of EVM project country, industry, commercial, financial, and operating risk affecting EVM debt service and operating capacity, and (2) guidance to EXIM Bank on evaluating EVM debt recovery issues and options (a) post debt restructuring and (b) after the expiration of the EVM Power Purchase Agreement.

4.0 OBJECTIVES

EXIM Bank’s objective is to maximize debt payment and recovery on the on the impaired EVM loan transaction and staff seeks to contract for a Financial Advisor to support this objective. The Financial Advisor will provide EXIM Bank with EVM transaction financial and operational risk monitoring and debt recovery guidance based on prior project-specific experience at both the transaction origination and recovery stages.

5.0 APPLICABLE DIRECTIVES

• All services performed under this PWS shall fall within the governance of the Federal

Acquisition Regulation (FAR), applicable Bank policies and directives, and Federal law and regulation (such as Privacy Act, Procurement Integrity Act, etc.). It is incumbent upon the Contractor to be knowledgeable of all applicable laws and regulations. Bank policies and directives will be made available to the Contractor upon request.

6.0 GOVERNMENT FURNISHED INFORMATION OR PROPERTY

EXIM Bank agrees to furnish the Contractor documentation and reports the Bank has previously obtained or created concerning this requirement as needed by the Contractor during the performance of these tasks.

7.0 SPECIFIC REQUIREMENTS/TASKS

1. Task 1 – Guidance on Post-Restructuring Asset Monitoring:

Contractor shall complete the following:

a. Review and provide recommended guidance on country, industry, political, economic, legal, regulatory, and economic developments affecting project operating and financial performance and debt service capacity;

b. Review and provide recommended guidance on technical developments and risk issues affecting project operating and financial performance, debt repayment, and recovery risk;

c. Review and provide recommended guidance on project operating and expense management information including but not limited to monthly transfer certificates, annual budgets, major maintenance plans and expenditure, extraordinary expenses, and insurance;

d. Review and provide recommended guidance on actual project operating and financial performance compared to the restructuring closing financial model or updated or revised financial models;

e. Review and provide recommended guidance on revised or updated financial models and financial projections; and

f. Review and provide recommended guidance on post-restructuring amendments, consents, and waivers affecting project operating and financial performance and debt repayment risk.

2. Task 2 – Guidance on Post-Restructuring Debt Recovery:

Contractor shall complete the following:

a. Review and provide recommended guidance on debt recovery strategies and measures including but not limited to additional debt restructuring, asset sale, asset foreclosure and liquidation, project wind-down, and litigation;

b. Review and provide recommended guidance on or new or renewed offtake/sales agreements or other commercial, financial, or operating measures to continue post-restructuring project operation and debt repayment and recovery after the EVM project Power Purchase Agreement expires;

c. Review and provide recommended guidance on revised or updated financial models and financial projections; and

d. Review and provide recommended guidance on post-restructuring amendments, consents, and waivers affecting debt recovery risk.

8.0 DELIVERABLES

Deliverable/Description Section Format/

Quantities Due Date

Response to request for Guidance on Post- Restructuring Asset Monitoring

7.0 Task 1

Teleconference and/or email or written report

As needed

Response to request for Guidance on Post- Restructuring Debt Recovery

7.0 Task 2

Teleconference and/or email or written report

As needed

9.0 PERFORMANCE REQUIREMENT SUMMARY (PRS)

Task or Deliverable

Performance Standard

Acceptable Quality Level (AQL)

Surveillance Method

Performance Rating Incentives/Dis incentives

Response to request for Guidance – Task 1 and Task 2

Contractor must be easy to work with and willing to provide information and complete requested adjustments to content/infor mation. At times, multiple options should be provided for consideration

Teleconferen ce and/or e-mail or written report from contractor to Government

Surveillance by EXIM Bank COR will be performed on an annual basis or more frequently if needed.

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 negative CPARS rating Exercise of Option