POST SOW Canguru Industria e Comercio de Produtos Plasticos S.A992021.pdf

Export-Import Bank On Behalf Of

Office of Board Authorized Finance Asset Management Division (AMD)

To Provide Loan Recovery Assistance

STATEMENT OF WORK (SOW)

1.0 INTRODUCTION

The Contractor shall provide for loan recovery assistance to collect balances defaulted debt Claim no. G508083/Policy No. G5080083 - Canguru Industria e Comercio de Produtos Plasticos S.A. (Brazil). Contract shall be for 5 years since it is mandated by the courts for recovery cases.

The Contractor shall provide all personnel, equipment, supplies, facilities, transportation, tools, materials, supervision, and other items and non-personal services necessary to perform loan recovery services of an EXIM Bank defaulted debt Claim no. G508083 / Policy No. G5080083 - Canguru Industria e Comercio de Produtos Plasticos S.A. (Brazil), as defined in this Statement of Work 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 pays on claims related to insurance policies and guarantees. 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 International Recovery Officers, Working Capital Officers, and Managing Director – Recoveries, within ARG.

3.0 SCOPE

The contractor shall provide collection services and servicing of defaulted loans 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 a s s e t s , institute legal proceedings and/or provide credit restructuring related to the claim(s), involving the d e b t o r and guarantor(s).

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.

7.0 SPECIFIC REQUIREMENTS/TASKS

Task Introduction:

Contractors 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 reserves the right to cease work on case in the event that:

1. EXIM 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:

a. EXIM Government shall 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 recommend actions based on the potential recoveries and risks with the aim of maximizing collections on behalf of EXIM Bank.

c. The Contractor shall ensure there is no conflict of interest between the firm and the debtor. If so, Contractor shall immediately make EXIM Bank aware of this conflict within 5 business days via email. No work shall be completed by Contractor where a conflict of interest is present.

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

e. The Contractor shall submit invoicing for this Task 1 effort after the submission of due diligence report. Compensation for this is the negotiated fee.

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 taking legal action and incurring related costs, the Contractor shall 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.

Once authorized, the Contractor shall 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 may direct that litigation be commenced soon after assignment of case if deemed to be in the best interest of the Government.

8.0 CONTRACTOR QUALIFICATIONS

a. Work is to be completed in Brazil 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 Brazil Bar Association to practice law in Brazil. Any subcontracted effort must also be registered/licensed in the Brazil 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 countersuits, referrals for criminal prosecution, withholding tax questions, and the ability to communicate in the local language.

d. Reports and Correspondences shall be written in English Language Translation (Bilingual).

9.0 DELIVERABLES

All deliverables shall be submitted in English by email, in PDF/Word Document

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 in the English Language

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

Email in the English Language

Collected Funds report Task 2 Para c.

Fifteen days from COR notification in terms of incoming funds

Written report in the English Language via Email

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

Task 3 Para b.

Upon determined litigation is required

Written Word Document in the English Language via Email