R -- DUE DILIGENCE REPORT ON BULGARIAN LAW:

Notice Date

September 17, 2001

Contracting Office

Export -- Import Bank of the United States, Office of Administrative Services, Contracts and Acquisitions, 811 Vermont Avenue, N.W., Washington, DC, 20571

ZIP Code

20571

Description

This is a combined synopsis/solicitation for commercial items prepared in accordance with the format in FAR Subpart 12.603, as supplemented with additional information included in this notice.This announcement constitutes the only solicitation; proposals are being requested and a written solicitation WILL NOT be issued. The solicitation number is EXIM-01-R-0005 and is being issued as a Request For Proposal (RFP). The solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular 97-27. The North American Industry Classification Systems Codes (NAICS) is 541199 and the Business Size Standard is $5.0 million. CLIN #0001, The contractor shall prepare a "Due Diligence Report" in accordance with the Statement-Of-Work (SOW) regarding the Bulgarian Petroleum sector. CLIN #0002 Provide additional reports in accordance with the SOW (Price to be determined upon exercise of this option). SOW (1) The Baseline Project is to prepare a due diligence report with respect to the Bulgarian petroleum sector (crude oil, refined gasoline and natural gas, etc.). (a) CURRENCY CONTROL REGIME -- Existing currency-related statutes and regulations applicable to financings of Bulgarian entities (either Bulgarian or foreign owned), including, without limitation, foreign currency regulations or limitations, hard currency repatriation requirements (if any), requirements with respect to off-shore accounts, limitations on the use of special purpose companies ("SPCs"), if any, local currency purchasing requirements (if any), and identification of relevant regulatory bodies. The information provided with respect to this should include, but not be limited to, a response to each of the following: (i) Is the approval of, or the registration of any documents with, the national bank or Ministry of Finance of Bulgaria, or any other governmental agency or any other governmental approval, necessary or desirable in connection with the import of capital goods, or the establishment of a secured financing involving the use of offshore collateral accounts and SPCs? How long would it take to obtain such approvals? Are there any limitations on the use of SPCs and/or offshore collateral accounts in financing structures? (ii) Is it possible to obtain any guarantees of foreign exchange availability? (iii) What are the requirements for hard currency repatriation, if any? (iv) Does the petroleum sector have local currency purchasing requirements? (b) IMPORT/EXPORT REGIME -- Existing statutes and regulations applicable to import and export licensing and transport/transmission of end-product/offtake, including, without limitation, restrictions imposed on the import or export of crude oil or natural gas, licensing requirements for owning and operating a refinery or other petroleum sector facility, and identification of relevant regulatory bodies. The information provided with respect to this should include, but not be limited to, a response to each of the following: (i) Will it be necessary or advisable to obtain an import or export permit or similar approval with respect to the transportation of petroleum products? What governmental authority (or authorities) is responsible for any such permits or approvals? Is there priority of transport schemes permitted by this authority (or authorities)? How long would it take to obtain all such necessary permits, approvals, etc.? (ii) Will it be necessary or advisable to obtain an export permit or similar approval with respect to capital goods if, upon a default by Bulgarian Parties, Ex-Im Bank or its security trustee decides to repossess and take such capital goods out of Bulgaria? What governmental authority (or authorities) is responsible for any such permits or approvals? How long would it take to obtain all such necessary permits, approvals, etc.? (iii) Are any restrictions imposed on the import or export of petroleum products? (iv) Is it possible to obtain all requisite export permits and approvals in advance (such as at the time of delivery of capital goods to Bulgarian Parties), or if not, can such approvals be obtained simultaneously with the registration of the capital goods (or, if not, can any assurances, undertakings or statements be obtained from the appropriate governmental or regulatory authorities to the effect that the necessary export permits will be granted at a later stage or that there is no reason why the necessary approvals and authorizations would not be capable of being obtained at a later stage, such as either at the stated termination or due to the default by Bulgarian Parties)? (c) ENVIRONMENTAL SUPERVISION REGIME -- Existing statutes and regulations applicable to environmental standards with respect to the petroleum sector (including whether such standards comply with World Bank regulations) and identification of relevant regulatory bodies. (d) OPERATIONAL LICENSING REGIME -- Existing statutes and regulations applicable to owning and operating a refinery, pipeline or other petroleum sector business. (e) DOMESTIC TAX REGIME -- Existing statutes and regulations applicable to taxation (including, without limitation, import/export taxes, fees and duties, VAT, withholding taxes and customs duties) in place for the manufacture, refining, importing and/or exporting of petroleum products and the financing of projects related to the same, including, without limitation, any tax holidays, geographic or project related preferential treatment, exemptions provided, and identification of relevant regulatory bodies. The information provided with respect to this shall include, but not be limited to, a response to each of the following: (i) What is the tax regime in effect for the importation of crude oil? (ii) Do imports from the Caspian region receive any beneficial tax treatment? (iii) What taxes are assessed on the operations of a gasoline refinery? (iv) Is interest charged on direct loans or loan guarantees exempt from local withholding tax regulations? (f) PROPERTY RIGHTS -- Existing statutes and regulations applicable to the ownership, leasing and ability to grant effective liens (including lien registration) over property, including, without limitation, the ability to repossess financed capital goods, creditor priorities, and identification of relevant regulatory bodies. Is there a requirement that a holder of a mortgage on, or a security interest in, a capital good (i.e., the security trustee) be a resident of, or otherwise qualified to do business in Bulgaria? (g) OTHER GOVERNMENTAL APPROVALS -- In addition to any details reported in response to the items above, all other Bulgaria governmental approvals, licenses, registrations and other filings that either will be required or are desirable in connection with secured financing transactions involving the use of SPCs and offshore collateral accounts (including, without limitation, any approvals, tax exemption rulings or filings required to import capital goods, to make any payments required under any transaction documents (including any required foreign exchange licenses and authorizations to obtain, and make payments in, U.S. Dollars), to register capital goods and record an SPC's ownership interest in such capital goods, to record a capital goods mortgage as a charge against Bulgarian Parties, and to de-register and re-export capital goods). (h) JUDICIAL AND LEGAL PROCESS -- Under existing statutes and applicable regulations: (i) How is the doctrine of sovereign immunity applied in connection with commercial activities of, and with respect to liens granted over assets of wholly or partly owned state entities? (ii) Can parties consent to the jurisdiction of foreign courts in proceedings arising under transaction documents and, if they can, is it permissible for this consent to be irrevocable? (iii) Will Bulgarian courts give effect to a judgment obtained in a foreign court against Bulgarian parties without a review of the merits of the foreign judgment and, if so, what procedures must be complied with to enforce such judgment in Bulgaria against the Bulgarian party's assets and properties?=20 (iv) Is Bulgaria a party to any conventions or bilateral treaties with particular countries regarding the enforcement of judgments, and if so, what are the procedures under such conventions or treaties, specifying the applicable jurisdictions? (v) Is Bulgaria a party to the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards? (vi) Can transaction documents be governed by New York law and would such a choice of law be legal, valid, binding and enforceable? (vii) Can Bulgarian parties appoint a process agent to receive service of process on its behalf and, if so, (A) must such appointment (or the consent thereto) be accompanied by any formalities (e.g., notarization, legalization or consularization) and (B) can such appointment be irrevocable? (i) MISCELLANEOUS -- Would your answers to the questions above be affected by the nationality of the SPC, Ex-Im Bank, any commercial bank lenders or a security trustee? Would they be affected by the fact that Ex-Im Bank is an independent government agency of the United States of America? Are there any other significant issues or problems relating to a secured financing of capital goods that Ex-Im Bank should be aware of? (2) OPTIONAL ADDITIONAL PROJECTS -- At the option of Ex-Im Bank, if additional projects arise, counsel may be asked to answer questions substantially equivalent to the above baseline project queries with respect to one or more of the following sectors: agriculture, telecommunications and power. EVALUATION CRITERIA: Ex-Im Bank will evaluate the submissions from prospective contractors based on the following criteria, which are listed in descending order of importance: technical, past performance and price. The proposed team for this matter must include at least one attorney that (a) has at least 2 years of recent experience acting as lead counsel to a transaction party in Bulgarian financings and (b) has experience in the last three years acting as lead counsel to the lending group or project sponsor in several limited recourse project financings located outside the U.S. which involved participation by Ex-Im Bank and/or OPIC and/or a multilateral development bank. The proposed team for this matter must include an attorney with at least seven years of experience in international limited recourse project financing matters. Proposals shall include a description of the team proposed for this project, including relevant experience of the firm and of each team member in Bulgaria and acting as counsel in international limited recourse project financing matters. Proposals shall also include the hourly rates proposed for each member of the team and a proposed price for the baseline project (plus any reduction for a grouping of these projects if the option is exercised). All prospective subcontractors must be identified by name. The services they will provide must be described and submitted with the proposal Ex-Im Bank approval. CLAUSES AND PROVISIONS are incorporated by reference and can be accessed electronically at http://farsite.hill.af.mil/. This solicitation incorporates the following provisions and clauses by reference. FAR 52.212-1, Instruction to Offerors-Commercial Items, FAR 52.212-3, Offer Representations and Certifications-Commercial Items (a completed copy of this provision shall be submitted with the offer. Offerors who fail to submit a completed Representations and Certification may be considered non-responsive). FAR 52.212-5, Contract Terms and Conditions Required To Implement Statutes or Executive Orders-Commercial Items. FAR 52.212-4, Contracts Terms and Conditions-Commercial Items. FAR 52.212-2, Evaluation-Commercial Items with the above evaluation criteria substituted for paragraph (a). FAR 52.217-5 -- Evaluation of Options. FAR 52.217-7, Option for Increased Quantity -- Separately Priced Line Item (any time during the performance period of the contract). FAR 52.217-8, Option to Extend Services. The Government contemplates award of a firm fixed price contract resulting from this solicitation. No faxed, e-mails, or telephone proposals will be accepted. Proposals must be submitted in writing, signed and dated to: Export -- Import Bank, 811 Vermont Avenue, N.W., Washington, DC 20751. ATTN: Bobbie McKoy, Room #1023. Offers are due no-later-than 12:00 p.m. (noon local time) on September 24, 2001. The point-of-contact for all information regarding this acquisition is Bobbie McKoy at (202) 565-3359.=20

Web Link

Visit this URL for the latest information about this (http://www.eps.gov/spg/XMBANK/OAS/CA/EXIM-01-R-0005/listing.html)

Record

Loren Data Corp. 20010919/SPMSC010.HTM (D-260 SN50X852)