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Export Credit Loan ArrangementTechnique (ECLAT)

Relevant Provisions to be Incorporated inPrequalification and Tender Documents

1997

European Bankfor Reconstruction and Development

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Notes on Prequalification and Tendering in ECLAT Contracts

The European Bank for Reconstruction and Development (the Bank) Export Credit Loan AgreementTechnique (ECLAT) is a procedure which aims to mobilise ECA-supported co-financing for Bank-financedcontracts following open tendering procedures.

ECLAT contracts may involve prequalification, and the use of any one of the Bank’s Standard TenderDocuments (Procurement of Goods, Procurement of Works, Supply and Installation of Plant andEquipment).

This document specifies how ECLAT procedures are to be applied in open tendering and contains therelevant sections relating to ECLAT which have to be added to the tender documents.

Prior to preparing an ECLAT tender, the Client and the Banker should familiarise themselves with theinformation available from the Bank on ECLAT arrangements. These can be obtained from:

Commercial Co-financing UnitFinance DepartmentEuropean Bank for Reconstruction and DevelopmentOne Exchange SquareLondon EC2A 2EHUnited KingdomTel: +44 171 338 6000Fax: +44 171 338 6108

When organising an ECLAT open tender, the following points are important:

• ECLAT contracts are subject to all of the Bank’s notification requirements, including a GeneralProcurement Notice.

• The ability to provide co-financing cannot be used as a qualifying criterion in a prequalification process.

At prequalification, applicants must not be required to demonstrate that they can or will arrange co-financing and must not be disqualified for failing to demonstrate this.

• The times for tenderers to prepare tenders (the period between publication of the Invitation for

Tenders/availability of documents and the deadline for submission of tenders) should be increased by atleast thirty (30) days beyond the minimum period of forty-five (45) days, i.e. seventy-five (75) days, toallow tenderers the additional time necessary for arranging co-financing. A period of ninety (90) dayswould be preferable. A longer period may be necessary for complex or large contracts.

• Prior to issuing the Invitation to Tender, the Bank’s Commercial Co-financing Unit should be consulted,

to ensure that an up-to-date Information Memorandum is ready for distribution. • The tender evaluation period for ECLAT tenders is likely to take longer than for cash tenders, and the

required tender validity period should reflect this. • Part 1 of this document is a General Procurement Notice (GPN) for projects which include ECLAT co-

financed contract(s). • If prequalification is being applied, Part 2 of this document should be incorporated in the Bank’s

Standard Prequalification Document. • Part 3 of this document is designed to be incorporated in the tender documents. ECLAT sections can be

used with any of the Bank’s Standard Tender Documents. It is likely that ECLAT will be used mainlywith contracts for the supply of goods, therefore references in this document are to the Tender Data in theBank’s Standard Tender Documents - Procurement of Goods (and associated services).

Any queries on these documents or on the ECLAT arrangements should be addressed to the Commercial Co-financing Unit, the Finance Department or the Procurement Unit, in the Bank.

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TABLE OF CONTENTS

PART 1 ECLAT provisions in the General Procurement Notice 3

General Procurement Notice (for ECLAT co-financing) 5

PART 2 ECLAT provisions in Prequalification Documents 7

Invitation for Prequalification (with ECLAT co-financing) 9 ECLAT provisions to be added to the Prequalification Data in the Standard Prequalification Documents 11

PART 3 ECLAT provisions in the Tender Documents 13

Invitation for Tenders (with ECLAT co-financing) 15 ECLAT provisions to be added to the Tender Data in the Standard Tender Documents 18 “Volume IV - ECLAT Co-financing Requirements” - to be added as Volume IV to the Standard Tender Documents 19 - General 19 - The ECLAT Financing Requirements 20 - Attachment 1 - Form of Financial Proposal 21 - Attachment 2 - Schedule of Financing Conditions and Expenses 22

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PART 1

ECLAT provisions in the General Procurement Notice

• General Procurement Notice (for ECLAT co-financing)

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GENERAL PROCUREMENT NOTICE (GPN)

The General Procurement Notice (GPN) for projects with ECLAT co-financed contracts issubject to all of the publication, notification and other requirements of the Bank’sProcurement Policies and Rules.

[ country ] [ project title ]

GENERAL PROCUREMENT NOTICE

[ Name of Client ] intends using the proceeds of a loan from the European Bank forReconstruction and Development (the Bank) towards the cost of a project to [ give a veryconcise description of the project’s scope and objectives ]. It is expected that the project will be co-financed with Bank funding and Export CreditAgency (ECA) supported funding, under the Bank’s ECLAT arrangements. The proposed project, which has a total estimated cost of [ state currency and value ] millionequivalent, will require the procurement of the following goods, works and services:

• [ include here a brief description of the goods, works and services as applicable ]

• ECLAT contracts are expected to cost approximately [ state total estimate value ] and ECA-supported co-financing will be sought for [ specify percentage ] of the total, covering thefollowing items:

• [ specify items ]

• Tendering for the above contracts is expected to begin in the [ estimated quarter and year ].Contracts to be financed, in part or in whole, with the proceeds of a loan from the EuropeanBank will be subject to the Bank’s Procurement Policies and Rules and will be open to firmsfrom any country. Interested suppliers, contractors and consultants should contact: [ Contact name ] [ Executing agency ] [ Address ] [ Tel: ] [ Fax: ]

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Further information concerning the Bank’s ECLAT co-financing arrangement can be obtainedfrom the Bank’s Commercial Co-financing Unit at the following address: [ Contact name ] Commercial Co-financing Unit, Finance Department European Bank for Reconstruction and Development One Exchange Square London EC2A 2EH United Kingdom Tel: +44 171 338 [ contact’s extension no. ] Fax: +44 171 338 6108

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PART 2

ECLAT provisions in Prequalification Documents

• Invitation for Prequalification (with ECLAT co-financing)

• ECLAT provisions to be added to the Prequalification Data in the StandardPrequalification Documents.

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INVITATION FOR PREQUALIFICATION

The Invitation for Prequalification in ECLAT co-financed contracts is subject to all of thepublication, notification and other requirements of the Bank’s Procurement Policies and Rules andthose outlined in the Standard Prequalification Documents.


INVITATION FOR PREQUALIFICATION

[ title of contract ] This Invitation for Prequalification follows the General Procurement Notice for this project which waspublished in Procurement Opportunities, [ state issue and date ]. [ Name of Purchaser ] hereinafter referred to as “the Purchaser” intends applying the proceeds of aloan from the European Bank for Reconstruction and Development (the Bank) towards the cost of [ specify project ]. The Purchaser intends to prequalify firms and joint ventures to tender for the following contract(s),which will be funded from part of the proceeds of the loan: • [ Include brief description covering type and size of each contract. Provide locations and

estimated schedule ]. Prequalification and tendering for contracts to be financed with the proceeds of a loan from the Bank isopen to firms and joint ventures of firms from any country. It is proposed that the contract will be co-financed with Bank funding and Export Credit Agency (ECA)supported funding, under the Bank’s ECLAT arrangement. Prequalified tenderers will be required tosubmit, with their tender, firm financing offers consistent with the requirements for ECLAT co-financing of the contract(s). Firms and joint ventures intending to prequalify are not required to havesuch financing arranged in order to prequalify. Further information about to the Bank’s ECLAT co-financing arrangement should be obtained from: Commercial Co-financing Unit, Finance Department European Bank for Reconstruction and Development One Exchange Square London EC2A 2EH United Kingdom Tel: +44 171 338 [ contact’s extension no. ] Fax: +44 171 338 6108

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Prequalification documents may be obtained from the address below upon payment of a non-refundablefee of [ state currency and value ] or equivalent in a convertible currency. [ Give instructions forpayment by bank transfer or the like ]. Prequalification documents will be promptly despatched bycourier, but no liability can be accepted for loss or late delivery. Prequalification documents must be duly completed and delivered to the address below, on or before[ specify time and date of deadline for submission ]. Documents which are received late may berejected and returned unopened. Interested firms may obtain further information from, and inspect and acquire the prequalificationdocuments at, the following office: [ Contact name ] [ Executing agency ] [ Address ] [ Tel: ] [ Fax: ]

Date: _________________

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ECLAT PROVISIONS TO BE ADDED The following should be added to Volume II of the Bank’s Standard PrequalificationDocuments: Co-financing Requirements (ECLAT) In addition to the Bank’s financing, it is proposed that approximately [ specify percentage ] ofthe contract value will be co-financed with Export Credit Agency (ECA) supported fundingunder the Bank’s ECLAT arrangement. Prequalified tenderers will be required to submit,with their tender, firm financing offers consistent with the ECLAT arrangement, for co-financing the contract. Firms and joint ventures intending to prequalify are not required tohave such financing arranged in order to prequalify. Further information relating to the Bank’s ECLAT co-financing arrangement should beobtained from: [ Contact name ] Commercial Co-financing Unit Finance Department European Bank for Reconstruction and Development One Exchange Square London EC2A 2EH United Kingdom Tel: +44 171 338 [ contact’s extension no. ] Fax: +44 171 338 6108

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PART 3

ECLAT provisions in the Tender Documents

• Invitation for Tenders (with ECLAT co-financing)

• ECLAT provisions to be added to the Tender Data in the Standard Tender Documents

• “Volume IV - ECLAT Co-financing Requirements” to be added as Volume IV to theStandard Tender Documents

- General - The ECLAT Financing Requirements - Attachment 1 - Form of Financial Proposal - Attachment 2 - Schedule of Financing Conditions and Expenses

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INVITATION FOR TENDERS

The Invitation for Tenders in ECLAT co-financed contracts is subject to all publication,notification and other requirements of the Bank’s Procurement Policies and Rules andthose outlined in the Standard Tender Documents.


INVITATION FOR TENDERS

[ goods and services to be procured ] This Invitation for Tenders follows the General Procurement Notice for this project which waspublished in Procurement Opportunities, [ state issue and date ]. [ Name of Purchaser ], hereinafter referred to as “the Purchaser”, intends using the proceedsof a loan from the European Bank for Reconstruction and Development (the Bank) towardsthe cost of [ specify project ]. The Purchaser now invites sealed tenders from [ suppliers/contractors ] for the followingcontract to be funded partially [ state percentage ] from the proceeds of the Bank’s loan. Theremaining portion of the contract [ state percentage ] will be subject to co-financing to bearranged by the [ supplier/contractor ] under the Bank’s Export Credit Loan ArrangementTechnique (ECLAT). The contract shall cover:

• the [ supply/installation/commissioning/associated services/works ] of [ include for eachcontract a concise description of the goods, works or services as applicable. State sizeand principal quantities. For contracts involving works, provide location, estimatedduration, and advise if any contracts are to be implemented concurrently ].

Tendering for contracts to be financed with the proceeds of a loan from the Bank is open tofirms from any country. To be qualified for the award of a contract, tenderers must satisfy the following minimumcriteria:

• [ Indicate any particular postqualification requirements, which should be the samecriteria set out in the Instructions to Tenderers ].

Delete the above paragraph if not applicable.

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In addition to the tender for the specified contract, tenderers are required to submit, as part oftheir tender, firm financing offers for [ state percentage ] of the total tender price. Thefinancing requirements are specified in the tender documents and are consistent with theArrangements on Guidelines for Officially Supported Export Credits (OECD ConsensusGuidelines). The financing offer must be denominated in a convertible currency for whichCommercial Interest Reference Rates (CIRR) are available and the rates of interest mustconform with the OECD Consensus Guidelines.

It is intended that the terms of the ECLAT co-financing should conform as closely as possibleto the following terms of the Bank’s Loan:

Currency: [ US Dollars or other convertible currency for which CIRR is available ]

Interest: [ Fixed Rate CIRR (minimum) ]Term: [ x years repayment ]Repayment: [ Semi-annually, beginning 6 months after completion of

the Project or (state date), whichever occurs first ]

Tender documents may be obtained from the office at the address below upon payment of anon-refundable fee of [ state currency and value ] or equivalent in a convertible currency.[ Give instructions for payment by bank transfer or the like and requirements for submittingbank receipt of payment to the Purchaser ]. Documents will be promptly dispatched bycourier, but no liability can be accepted for loss or late delivery.

An ECLAT Information Memorandum, including final versions of all loan documents, for thiscontract is now available, on a confidential basis, to interested potential financing institutionsor guarantors from the Bank. In order to receive the ECLAT Information Memorandum,financial institutions must provide documentation showing that the financial institution issupporting a potential tenderer which has purchased the tender documents. Financialinstitutions or guarantors may then obtain the ECLAT Information Memorandum from:

[ Contact name ]Commercial Co-financing UnitFinance DepartmentEuropean Bank for Reconstruction and DevelopmentOne Exchange SquareLondon EC2A 2EHUnited KingdomTel: +44 171 338 [ contact’s extension no. ]Fax: +44 171 338 6108

All tenders must be accompanied by a tender security of [ state currency and amount, whichshould be consistent with the Instructions to Tenderers ] or its equivalent in a convertiblecurrency.

Tenders must be delivered to the office at the address below on or before [ specify time anddate of deadline for submission ], at which time they will be opened in the presence of thosetenderers’ representatives who choose to attend.

A register of potential tenderers which have purchased the tender documents may be inspectedat the address below.

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Prospective tenderers may obtain further information from, and inspect and acquire the tenderdocuments at, the following office:

[ Contact name ][ Purchasing entity ][ Address ][ Tel: ][ Fax: ]

Date:__________________

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ECLAT PROVISIONS TO BE ADDED

The following provisions should be incorporated in Volume I.ii Tender Data, of the Bank’sStandard Tender Documents, Procurement of Goods (and associated services):

para. 25.4(d)(i): The following additional factors will be applied in the manner indicated:

1. ECLAT co-financing: The financing offer of all technically and commerciallyresponsive tenders will be evaluated on the basis of the discounted cash flow technique(Present Value Evaluation) as described below.

For the Present Value Evaluation the following criteria will be used:

(a) Discount Rate: The discount rate for the present value evaluation will be theCommercial Interest Reference Rate - OECD Consensus Guidelines (CIRR) ofthe quoted currency of the financing offer;

(b) Finance Charges: Finance charges (e.g. guarantee premiums, management feesand commitment charges) will be treated as not financed under the financingoffer unless it is explicitly stated otherwise in the Tenderer’s financing offer.Financing charges if not financed will be treated as cash payments. If thesecharges are financed under the financing offers, they will be capitalised andmatched with the corresponding financing terms to form part of the repaymentcash stream. Any financing charges that are not included in the tenderer’sfinancing offer will be deemed to be financed by the tenderer;

(c) Financing Costs: Financing costs are all costs associated with the financingoffer including finance charges and interest payments, over the term of thefinancing.

2. The discounted present value of the financing costs will be calculated for each tenderin the currency in which the financing offer is denominated.

3. The discounted present value of the financing costs will be converted to US dollars atthe rate specified in para. 24.1 of the Instructions to Tenderers, and added to theevaluated tender price resulting from the Technical and Commercial Evaluation(carried out in accordance with para. 25.4 of the Instructions to Tenderers) to arrive atthe Total Evaluated Tender Price.

para. 28: the award will be made to the lowest Total Evaluated Tender, subject to:

(a) the tender satisfying the Award Criteria specified in para 25.4 of theInstructions to Tenderers;

(b) postqualification of the tenderer in accordance with para. 26 of the Instructionsto Tenderers;

(c) the acceptability of the financing offer;

(d) the Purchaser’s rights to accept or to reject any tender as provided for in para.27.1 of the Instructions to Tenderers; and

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(e) the Purchaser’s right to accept or reject the tenderer’s financing offer.

Volume IV

EXPORT CREDIT LOAN ARRANGEMENT TECHNIQUE(ECLAT)

CO-FINANCING REQUIREMENTS

GENERAL:

1. ECLAT is a joint-financing programme under which contracts for specified items or packagesof equipment required for projects approved by the European Bank for Reconstruction andDevelopment (the Bank) are financed partly by the Bank and partly by Export Credit Agencies(ECAs) or ECA-backed commercial banks. Standardised loan documentation has beendeveloped, in consultation with several ECAs and banks, to ensure acceptability to ECAs andconformity with the competitive tendering procedures for the Project.

2. Equipment requirements identified as suitable for ECLAT co-financing (“ECLAT contracts”)will be noted in the General Procurement Notice (GPN) issued by the Bank in respect of therelevant project and published in the Bank’s Procurement Opportunities and elsewhere. TheGPN will contain an indication of the proportion of the contract price for which co-financingwill be required as a condition of the tender.

3. Companies interested in tendering for ECLAT contracts should ascertain from their ECA orfinancial institution whether its support would be available for a tender made with therequired offer of partial financing. The Bank makes details of the project etc. available toECAs or financial institutions to assist them in the consideration of applications for theirsupport. Copies of the Information Memorandum, including all Loan Documentation, areavailable on a confidential basis to the tenderers’ ECAs or financial institutions on requestfrom the Bank. In order to receive the Information Memorandum the financial institution mustprovide documentation showing that the financial institution is supporting a potential tendererwhich has purchased the tender documents. The Loan Documentation in the InformationMemorandum has been finalised, with the exception of certain financing terms outlined inAttachment 2 - Schedule of Financing Conditions and Expenses.

4. The Bank’s own loan will be available for the 15 percent “down payment” required pursuantto the OECD Arrangement on Guidelines for Officially Supported Export Credits (“OECDConsensus Guidelines”). Subsequent payments under the supply contract will be made fromthe Bank’s loan and the co-financing loan pro rata their respective participation in the fundingof the balance (85 percent) of the contract price.

5. Further information on the ECLAT programme may be obtained from:

[ Contact name ]Commercial Co-financing UnitFinance DepartmentEuropean Bank for Reconstruction and DevelopmentOne Exchange SquareLondon EC2A 2EHUnited KingdomTel: + 44 171 338 [ contact’s extension no. ]

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Fax: + 44 171 338 6108

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THE ECLAT FINANCING REQUIREMENTS

6. The Purchaser intends financing the contract partially [ state percentage ] from theproceeds of the loan from the Bank. The remaining portion of the contract [ statepercentage ] will be subject to co-financing arranged for by the Supplier under theBank’s Export Credit Loan Arrangement Technique (ECLAT).

7. In addition to its tender price, the tenderer is required to submit a separate FinancingOffer in accordance with the ECLAT procedures outlined herein.

8. Tenders submitted must be accompanied by a financing offer (in the Form ofFinancing Proposal - Attachment 1) from a reputable financial institution such as abank or export credit agency. Such letter shall specify the terms for the co-financingportion of the contract (including all additional charges, fees, premiums and costsassociated with the co-financing) in the manner and detail outlined in Attachment 2 -Schedule of Financing Conditions and Expenses.

9. It is intended that the repayment terms of the ECLAT financing should conform to theStandard Terms (see following paragraph), which mirror as closely as possible theterms of the Bank’s own loan.

10. The Standard Terms requested are as follows:

(a) Currency: [ US Dollars, or other convertible currency for which CIRR is available ]

Interest: [ Fixed Rate CIRR (minimum) ]Term: [ x years repayment ]

(b) The financing terms must conform to OECD Consensus Guidelines. The rateof interest to be charged must conform to the requirements of the OECDConsensus Guidelines Commercial Interest Reference Rates (CIRR). Offerssubmitted with a rate of interest below CIRR will be considered non-conforming and will be rejected.

(c) Financing offers should be denominated in US Dollars or any other convertiblecurrency for which an OECD CIRR is available.

(d) The repayment schedule should be aligned to the Bank’s loan repaymentschedule. Repayment of ECLAT financing will be made [ semi-annually overx years, beginning six (6) months after completion of the Project or (specifydate), whichever occurs first ].

(e) The financing offer must detail all charges, fees, premiums and costs associatedwith the proposed financing, as specified in paragraph 8 above. Changes to thecharges, fees, premiums and costs will not be accepted after the deadlinespecified for the submission of tenders. Any financing charges, fees, premiumsand costs which are not included in the tenderer’s financing offer will bedeemed to be financed by the tenderer.

(f) Charges, fees, premiums and costs associated with the proposed financing, andthe calculated extra cost of variations from the Standard Terms will be factoredinto the evaluation of tenders using the discounted cash flow technique, in themanner and detail specified in the Evaluation Criteria in Volume I.ii, TenderData.

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ATTACHMENT 1

FORM OF FINANCIAL PROPOSAL

TO: [ Name of Purchaser ]

SUBJECT: Financing proposal for supply of:

_______________________________________________________

Having examined the conditions prescribed by you in the tender documents and the finalversion of the loan documents included in the Information Memorandum, regarding thefinancing proposal (ECLAT) for the above mentioned supply contract, we, the undersigned,are prepared to offer the financing of the tender submitted by the tenderer [ Tenderer’s name ]subject to our normal review/due diligence in the total sum of ________[ words ]________________ [ currency ] [ figures ], and under the conditions outlined in the attachedSchedule of Financing Conditions and Expenses forming a part of this offer.

We agree to abide by this offer for a period of [ specify validity period of tender ] from thedate specified for the submission of tenders in the tender documents and acknowledge thatthis offer may be accepted at any time before the expiration of its validity.

We understand that you are not bound to accept any of the financing offers received and thatthe acceptance of the tender for the contract does not mean the acceptance of the financingoffer.

Date ______________

Duly authorised to sign the offer on behalf of _______________________________________ [ Financing institution, if not the tenderer ]

Duly authorised to sign the offer on behalf of _______________________________________ [ Tenderer’s name ]

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ATTACHMENT 2

SCHEDULE OF FINANCING CONDITIONS AND EXPENSES

1. Borrower:

2. Lender:

3. Supporting ECA (if any):

4. Credit amount:

5. Currency:

6. Starting point of credit period:

7. Drawdown period:

8. Repayment:

8.1 Number, timing and value of instalments:8.2 First instalment payable:

9. Interest:

9.1 Interest rate (fixed):9.2 Method of calculation:9.3 Interest payable:

10. Commitment fee:

10.1 Rate:10.2 Method of calculation:10.3 Timing:

11. Management fee:


12. Other fees (including, if applicable, ECA premium/guarantee fee):


13. Required guarantee for repayment:

Note: All other fees, charges, premiums and costs which will be payable by the Purchaser inconnection with the credit, if any, shall be specified in the same manner as mentioned above.