PWS_Redacted.pdf

PERFORMANCE WORK STATEMENT (PWS)

DATE: 3/27/2020

1.0 INTRODUCTION

This contract is for loan recovery assistance from Varella & Advogados Associados located in Rio de Janeiro, Brazil to collect a debt of US -EXIM Bank Claim No. G083384 TAF Linhas Aereas S.A., located in Brazil.

The Contractor shall provide all personnel, equipment, supplies, postage, facilities, transp011ation, 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 prope11y and services.

2.0 BACKGROUND

(a) The Export-Imp011 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 Claim No. G083384.

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 te1m "recovery officer(s)" will be used. For the purposes of this document, recove1y officer(s) refers to the International Recovery Officers, and Managing Director - Recoveries; within ARG.

(c) ARG collects on accounts in three ways:

1. Direct Collection - EXIM Bank officers personally work the collection cases,

2. Local Attorneys - EXIM Bank signs a contract with a local attorney to work on the collection within certain guidelines from EXIM Bank, and

3. Collection Contractor - EXIM Bank contracts with a collection firm to handle collections within certain guidelines from EXIM Bank.

**The second collection method is the subject of this Performance Work Statement.

***Collection type for each case is at the discretion of the Asset Management Recovery

Office.

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 is already providing 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 Brazil.

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 info1m 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. 0083384 assigned to the Varella & Advogados Associados law firm 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 on any paiiicular case in the event that:

1. EXIM Bank determines the Contractor's work is unsatisfacto1y

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 Brazil:

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 recommende 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 preliminaiy research /evaluation of the case, including, but not limited to, asset search, credit analysis and legal actions registered against the obligor.

Task 2 - The Contractor shall recover Defaulted Debt per Contingency Fee

a. The Contractor shall attempt extrajudicial collection of the debt within 10 business days of the Recove1y 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 sunounding 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.

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 tlu-ough the Litigation Request Form (See Attachment A). 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 (See Attachment A). 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.

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 Brazil and Contractor shall have experience in: locating assets, in paiticular 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 Brazilian Bar Association to practice law in Brazil. Any subcontracted effort must also be registered / licensed in the Brazilian Bar Association.

c. The Contractor shall have experience handling collection matters ofthis 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 Conh·actor is able to understai1d legal risks that may be raised during representation of the foreign government entity. These risks include the risk of counter-suits, refenals 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 Once every other Electronic, (In Log, Para a. month English)

Conflict of Within 5

Interest Task 1 Para b.

business days of

Email notification identifying conflict

Written Brief for Task 2 Para b.

Quarterly on Email active Cases active cases Fifteen days from

Collected Funds Task 2 Para c.

COR notification Written report report in terms of incoming funds

Litigation Request Form Upon determined

Written with break-down Task 3 Para b. litigation is

Document of anticipated required work/cost

10.0 PERFORMANCE REQUIREMENT SUMMARY (PRS)

Project Task I Complete, Log accurate and timely

All claims accounted for

Task 1: Timeliness, Case complete and Analysis/Du thorough e Diligence record keeping, good comrnunicatio n.

Conflict of Complete, Interest accurate and notification timely

100% accuracy.

All deliverables

I as described in the PWS and specified in the

I approved Schedule of Deliverables I

100% Compliance with Brazilian Law, thoroughness and accuracy.

Regular and ad-hoc I meetings between

I contractor and Government as needed

100% accuracy.

All

Smveillance Exceptional byEXIM Very Good Bank COR Satisfactory Marginal will be Unsatisfactory perfonned as the Event I Exceptional (greater than occurs. 99%)

I Very Good (between 98% and 96%);

I Satisfactory (between 93% and 95%)

Marginal (between 91 % and 93%

Unsatisfactory (less than 90%).

Surveillance Exceptional byEXIM Very Good BankCOR Satisfactory Marginal will be Unsatisfactory performed as the Event I Exceptional (greater than occurs. 99%)

I Very Good (between 98% , and 96%);

I Satisfactory (between 93% and 95%)

I Marginal (between 91 % and 93%

Unsatisfactory (less than 90%).

Smveillance Exceptional byEXIM Very Good BankCOR Satisfactory Marginal

Positive or negative CP ARS rating

Positive or negative CP ARS rating

Positive or negative CPARS ratin deliverables will be Unsatisfactory as described performed as in the PWS the Event Exceptional (greater than and specified occurs. 99%) in the Ve1y Good (between 98% approved and 96%);

Schedule of Deliverables Satisfactory (between 93% and 95%)

Marginal (between 91 % and 93%

Unsatisfactory (less than

90%).

Task 2: Timeliness, 100% Surveillance Exceptional Positive or

Recovery of complete and Compliance byEXIM Very Good negative

Defaulted thorough with BankCOR Satisfactory Marginal CP ARS rating

Principal/Co record Brazilian will be Unsatisfactory ntingency keeping, good Law, performed as cornrnunicatio thoroughness the Event Exceptional (greater than

n. and occurs. 99%) accuracy. Ve1y Good (between 98% and 96%);

Regular and ad-hoc Satisfactory (between 93% meetings and 95%) between Marginal (between 91 % contractor and 93% and Government Unsatisfactory (less than as needed 90%).

Written Complete, 100% Surveillance Exceptional Positive or

Brief for accurate and accuracy. byEXIM Ve1y Good negative active Cases timely All Bank COR Satisfactory Marginal CP ARS rating deliverables will be Unsatisfacto1y

All cases as described performed as accounted for in the PWS the Event Exceptional (greater than and specified occurs. 99%) in the Very Good (between 98% approved and 96%);

Schedule of Deliverables Satisfactory (between 93% and 95%)

Marginal (between 91 % and 93%

Unsatisfactory (less than 90%).

Collected Complete, 100% Surveillance Exceptional Positive or

Funds accurate and accuracy. by EXIM Very Good negative report timely All Bank:COR Satisfactory Marginal CP ARS rating deliverables via pmtfolio Unsatisfactory

Accurate as described monitoring Umecovered accounting of in the PWS of existing Exceptional (greater than cases might expenses. and specified outstanding 99%) be recalled in the claims as Very Good (between 98% back to EXIM approved well as site and 96%); Bank's

Schedule of visits. portfolio and

Deliverables Satisfactory (between 93% Contractor and 95%) instructed to

Marginal (between 91 % "Cease and and 93% Desist" from any further

Unsatisfactory (less than recovery 90%). efforts.

Task 3: Timeliness, 100% Surveillance Exceptional Positive or

Provide complete and Compliance byEXIM Very Good negative

Litigation thorough with BankCOR Satisfactory Marginal CP ARS rating record Brazilian will be Unsatisfactory keeping, good Law, performed as communicatio thoroughness the Event Exceptional (greater than

11. and occurs. 99%) accuracy. Very Good (between 98% and 96%);

Regular and ad-hoc Satisfactory (between 93% meetings and 95%) between Marginal (between 91 % contractor and 93% and Government Unsatisfact01y (less than as needed 90%).

Litigation Complete, 100% Surveillance Exceptional Positive or

Request accurate and accuracy. by EXIM Very Good negative

Form with timely All Bank COR Satisfactory Marginal CP ARS rating break-down deliverables will be Unsatisfactory of Clear as described performed as anticipated breakdown of in the PWS the Event Exceptional (greater than work/cost projected and specified occurs. 99%) expenses. in the approved Very Good (between 98%

Schedule of and 96%);

Deliverables. Satisfactmy (between 93% and 95%)

Marginal (between 91 % and 93%

Unsatisfactory (less than 90%).

Business Professional Regular and Semi-Annual Exceptional Positive or

Relations and respectful ad-hoc Performance Very Good negative of all parties meetings Evaluation Satisfactory Marginal CP ARS rating between Unsatisfactory contractor and Exceptional (greater than

Government 99%)

Very Good (between 98% and 96%);

Satisfactory (between 93% and 95%)

Marginal (between 91 % and 93%

Unsatisfactory (less than 90%).

Managemen Appropriate Regular and Semi-Annual Exceptional Positive or t of Key credentials for ad-hoc Performance Very Good negative

Personnel the work meetings Evaluation Satisfacto1y Marginal CP ARS rating involved between Unsatisfactory

Attends contractor scheduled and Exceptional (greater than meetings if Government 99%) needed as needed Ve1y Good (between 98% and 96%);

Available for ad-hoc Satisfactory (between 93% meetings as and 95%) necessary for Marginal (between 91 % contractual and 93% concerns Unsatisfactory (less than 90%).