SOW CELSP Brazil Souto Correa Law 06 28 2021_Redacted.pdf

Export-Import Bank

On Behalf Of

Office of Board Authorized Finance

Asset Management Division

To Provide Loan Recovery Assistance

PERFORMANCE WORK STATEMENT (PWS)

April 19, 2021

1.0 INTRODUCTION

EXIM Bank seeks to contract for loan recovery assistance from a recovery firm principally collecting balances of certain paid claims under its credit guarantee and insurance programs.

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 of Claim No. .

in Brazil 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 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. The 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 vendors 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.

e. The Contractor shall submit invoicing for this Task 1 effort no earlier than 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.

Regular and ad-hoc meetings between contractor and

Government as needed as the

Event occurs.

Very Good (between 98% and 96%);

Satisfactory (between

93% and 95%)

Marginal (between 91% and 93%

Unsatisfactory (less than

90%).

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

Surveillan ce by

EXIM

Bank

COR will be performed as the

Event occurs.

Exceptional

Very Good

Satisfactory Marginal

Unsatisfactory

Exceptional (greater than

99%)

Positive or negative

CPARS rating

Task 2:

Recovery of

Defaulted

Principal/Co ntingency

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

100%

Compliance with

Brazil Law, thoroughness and accuracy.

between contractor and

Government as needed

Surveillan ce by

EXIM

Bank

COR will be performed as the

Event occurs.

Exceptional

Very Good

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

Surveillan ce by

EXIM

Bank

COR will be performed as the

Event occurs.

Exceptional

Very Good

CPARS rating

Collected

Funds report

Complete, Accurate accounting of expenses.

100% accuracy.

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

Schedule of

Deliverables

Surveillan ce by

EXIM

Bank

COR via portfolio monitorin g of existing outstandin g claims as well as site visits.

Exceptional

Very Good

Unrecovered cases might be recalled back to EXIM

Bank’s portfolio and

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

Brazil Law, thoroughness and accuracy.

between

Surveillan ce by

EXIM

Bank

COR will be performed as the

Event occurs.

Exceptional

Very Good contractor and

Government as needed

Litigation

Request

Form with break-down of anticipated work/cost

Complete, Clear breakdown of projected expenses.

100% accuracy.

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

Schedule of

Deliverables

Surveillan ce by

EXIM

Bank

COR will be performed as the

Event occurs.

Exceptional

Very Good

CPARS rating

Business

Relations

Professional and respectful of all parties

Regular and ad-hoc meetings between contractor and

Government

Semi-

Annual

Performan ce

Evaluation

Exceptional

Very Good

CPARS rating

Managemen t of Key

Personnel

Appropriate credentials for

Regular and ad-hoc meetings between

Semi-

Annual

Exceptional Positive or the work involved

Attends scheduled meetings if needed

Available for ad-hoc meetings as necessary for contractual concerns contractor and

Government as needed

Performan ce

Evaluation

Very Good