TPMD Sole Source Justification_Redacted.pdf

EXPORT-IMPORT BANK OF THE US

Justification and Approval for Other Than Full and Open Competition

Commercial Services Acquisition under FAR 13.106-1(b) and FAR 13.501

1. Contracting Activity: The requirement is being conducted by the Export Import Bank of the United States, Office of Contracting Services (OCS) at 811 Vermont Avenue, NW, Washington, D.C. 20571, on behalf of the Office of Board Authorized Finance’s Transportation Portfolio Management Division.

2. Nature and/or Description of the Action Being Processed: The purpose of this Justification is to award a new firm fixed price contract to PEL Aviation Services LLC. The contract shall provide commercial and legal support services in support of transportation transactions.

3. Description of Supplies/Services Required to Meet the Agency’s Needs: Contractor shall provide commercial in nature, aircraft-finance and transportation division finance related services. Services shall include, but not be limited to, conducting transactional due diligence, drafting, revising, advising on contracts and ancillary documentation or legal memoranda. Services shall include assisting EXIM in preserving EXIM’s collateral and exercising rights and remedies under EXIM’s transaction documents. Contractor shall provide Services regarding at-risk non-aircraft transactions, involving rail, rail infrastructure, maintenance, repair and overhaul services transactions, or any other complex, structured financial transaction experiencing financial difficulties due to, impacted by, or made worse following the COVID-19 global pandemic response, including support Services for all EXIM TPMD or transportation division transactions, regardless of their nature. Contractor shall assist EXIM by protecting EXIM’s interests (including, without limitation, the exercise of EXIM’s rights and remedies under its transaction documents and the protection of EXIM’s collateral) in various at-risk TPMD aircraft, engine, component, technical services, transportation equipment, maintenance repair and overhaul services, or other rail, aircraft or engine- related financial export credit transactions (collectively, Transactions). The selected Contractor must have extensive experience and be a recognized expert in export credit asset-backed international aircraft finance transactions, including capital markets aircraft finance transactions, involving a US government agency as the lender, guarantor or co-financier. Prior experience in EXIM transportation-division transactions is required.

The estimated value for this contract , and the Period of Performance is expected to be a one year base period and four 1 year option periods.

4. Statutory Authority Permitting Other than Full and Open Competition:

(X) (1) Only One Responsible Source and No Other Supplies or Services Will Satisfy

Agency Requirements per FAR 6.302-1;

() (2) Unusual and Compelling Urgency per FAR 6.302-2;

() (3) Industrial Mobilization, Engineering, Developmental or Research Capability or Expert Services per FAR 6.302-3;

( ) (4) International Agreement per FAR 6.302-4 ( ) (5) Authorized or Required by Statute FAR 6.302-5;

( ) (6) National Security per FAR 6.302-6;

( ) (7) Public Interest per FAR 6.302-7;

5. Demonstration that the Contractor’s Unique Qualifications or Nature of the Acquisition Requires the Use of the Authority Cited Above (applicability of authority):

The commercial in nature, aircraft-finance and transportation division finance related services the Contractor will provide are required to protect EXIM’s interests in transportation transactions. The Contractor has a unique background combining decades of transportation law, asset management, and EXIM Bank experience, providing the specialized resources and knowledge to effectively to represent EXIM’s interests in at risk transportation transactions.

The COVID-19 pandemic travel restrictions have had an unexpected and disastrous impact on the global economy and the ability of obligated parties to repay the loans/guarantees for transportation related exports undertaken by EXIM. EXIM requires contractor support to assist with protecting EXIM’s interests in ongoing transportation transaction restructurings, bankruptcies. Without EXIM having this support, the US Government and the US taxpayer would be adversely affected in that TPMD staff does not have the manpower bandwidth to optimally complete these interests without support given the scope of the economic fallout.

The services EXIM requires are highly specialized and are needed immediately. Transportation finance is a “niche” subject matter area, and PEL Aviation Services LLC has experience in global aircraft finance and rail finance practices, as well as how those practices are observed and implemented at EXIM. The Contractor also has global export credit agency transportation financing expertise, and, as such, is also fluent in the laws and risks applicable to EXIM in its transportation division transactions. These include United States sanctions, fiscal, administrative, budgetary, and other relevant statutes required for EXIM transportation division transactions, as well as the aviation-specific international treaties and conventions.

PEL Aviation Services LLC has significant private sector asset management experience. As a result, the contractor possesses a unique understanding with respect to (i) the morass of federal regulations applicable to EXIM as a United States government agency in its transportation division transactions as well as (ii) international treaties, domestic US laws and foreign laws applicable to aircraft-finance or other transportation finance export credit agency transactions, as well as the ins and outs of the transactions themselves. PEL Aviation Services LLC will not require a familiarization period or training prior to immediately commencing performance of the Performance Work Statement. Moreover, the contractor understands EXIM’s documentation requirements and legal and commercial strategies.

This contractor therefore is uniquely intimately familiar with the transaction documents, EXIM’s legal and commercial strategies and the legal issues at play. Accordingly, PEL Aviation Services LLC is the only firm capable of providing the services described in Section 3 above without EXIM Bank experiencing duplication of cost for familiarization/training nor unacceptable delays in fulfilling its requirements.

6. Description of Efforts Made to ensure that offers are solicited from as many potential sources as deemed practicable:

In accordance with 41 U.S.C. 3304, the Bank has sought to identify as many potential sources as practicable under the circumstances. EXIM tried to identify similarly positioned contractors capable of providing these services immediately at this level of expertise and incurring avoidable costs to account for a substantial learning curve. However, EXIM could only identify the proposed contractor as possessing the required expertise. The specialized knowledge required to minimize the risks and maximize the chances of success in EXIM Bank’s executing its rights under the Finance Documents and the need for confidentiality limits the likelihood of identifying multiple firms possessing the requisite skill set.

7. Determination by the Contracting Officer that the Anticipated Cost to the Government will be Fair and Reasonable:

The Contracting Officer has determined that the anticipated cost to the Government for the services covered by the Justification will be considered fair and reasonable. This determination is based upon the reasonableness of the rates charged by the identified contractor, in comparison to rates charged by firms of comparable size and/or expertise. The Contracting Officer has confirmed that the contractor’s rates are representative of the commercial market for the required commercial services.

8. Description of the Market Research Conducted and the Results, or a Statement of the Reasons Market Research Was Not Conducted:

Pursuant to policy set forth at FAR 10.001, market research was conducted by EXIM Office of Board Authorized Finance (OBAF). Market research confirmed that the services required are commercial in nature. Specifically, staff reviewed instances where outside advisors were retained to assist EXIM in complex administrative transaction matters. Additionally, staff reviewed instances where EXIM was required to reimburse claimants for fees incurred in prosecuting administrative claims against EXIM.

This review supports the determination that the types of services required for this procurement are routinely provided in the commercial market for professional services. Additionally, a review of the GSA Schedule for professional financial advisory services was conducted. The availability of a GSA Schedule for professional advisory loan servicing and asset management services supports the conclusion that these services are commercial in nature. However, the GSA Schedule contractor firms did not possess the expertise required to undertake the effort.

9. Any Other Facts Supporting the Use of Other than Full and Open Competition:

This procurement is limited to the contractor identified by EXIM as possessing the immediate knowledge, expertise and resources to immediately undertake the advisory services required. Only the identified contractor has the requisite level of expertise with EXIM’s internal policies, laws to which EXIM is subject, and preferred contractual language and commercial approach to adequately, quickly and efficiently perform the urgently required services. This is critical as EXIM’s secured interests in the transaction collateral will be jeopardized by any delays in responding to notice of bankruptcy or other default. Only the identified contractor is capable of an instantaneous and efficacious response to these urgent portfolio needs.

10. Listing of Sources that Expressed, in Writing, an Interest in the Acquisition:

NA

11. A Statement of the Actions, if any, the Agency May Take to Remove or Overcome any Barriers to Competition before Making subsequent acquisitions for the supplies or services required:

For the reasons set forth in Paragraph 5, EXIM Bank has no plan at this time to compete future contracts for the types of services covered by this document. If another potential source emerges, the Agency will assess whether competition exists. Should COVID-19 economic fallout continue to obligate EXIM to seek additional commercial financial advisory services to protect the portfolio and US Government interests, EXIM will evaluate its needs against existing contract vehicles and manage any additional bids consistent with US Government contracting regulations.

12. Requirements Certification: I certify that the requirement outlined in this justification is a Bona Fide Need of the Export-Import Bank of the US and that the supporting data under my cognizance, which are included in the justification, are accurate and complete to the best of my knowledge and belief.

Name Date Title Facility

13. Approvals in accordance with FAR 13.501

a. Contracting Officer's Certification (required): I certify that the foregoing justification is accurate and complete to the best of my knowledge and belief.

ROBYN L. MOORE Date Contracting Officer

b. Head of Contracting Activity Officer's Certification (required): I certify that the foregoing justification is accurate and complete to the best of my knowledge and belief.

MARIA FLEETWOOD Date Head of Contracting Activity

DAVID SENA

Digitally signed by DAVID

SENA

Date: 2020.08 31 16:14:57 -04'00'

ROBYN

MOORE

Digitally signed by

ROBYN MOORE

Date: 2020.08.31 16:46:01 -04'00'

MARIA

FLEETWOOD

Digitally signed by MARIA

FLEETWOOD

Date: 2020 08.31 17:33 57 -04'00'