Part_13_SoleSource_under_$150k.pdf

SIMPLIFIED ACQUISITION PROCEDURES

JUSTIFICATION FOR SOLICITING A SINGLE SOURCE

(ORDER GREATER THAN MICRO-PURCHASE THRESHOLD (CURRENTLY

$3,000) BUT LESS THAN SIMPLIFIED ACQUISITION THRESHOLD

(CURRENTLY $150,000))

This document is prepared in accordance with the requirements of FAR 13.106-3(b) (3)(i).

1. Purchase Request number: REQ-701-17-0033

2. Description of supplies and/or services: The Contractor will represent the Overseas Private Investment Corporation ("OPIC" or "Government") in connection with The Currency Exchange Fund (the “Matter”). The Contractor’s responsibilities shall include the following tasks:

a) Conducting legal due diligence on the Project, TCX, and relevant regulatory issues;

b) Advising and assisting OPIC, and working with the Borrower’s counsel in obtaining necessary consents, approvals, or registrations which may be required in connection with the contemplated transaction;

c) If appropriate, engaging local counsel to advise on relevant local law issues and prepare relevant documentation, and coordinating the project relationship with such counsel;

d) Drafting and negotiating the documentation for the proposed guaranty and associated documentation;

e) Reviewing and, as necessary, preparing the documentation that fulfills the conditions precedent to the contemplated guaranty, monitoring the progress of satisfaction of such conditions precedent, coordinating the closing of the contemplated transaction; and preparing and providing closing sets on CD-

ROM;

f) Handling post-closing issues, such as amendments, waivers, and restructurings;

and

g) Considering and advising on any other legal issues which may impact on the successful operation of the Project, and performing all other associated tasks that may be reasonably requested by OPIC and which represent tasks that could be considered standard for a transaction of this nature

3. Proposed contractor:

Morgan, Lewis & Bockius LLP 101 Park Avenue New York, NY 101789-0060 Attention: Terrence L. Dugan T: 212-309-6745 Fax: 212-309-6001 E-mail: tdigan@morganlewis.com

4. Reason the proposed contractor is the only source reasonably available: The firm has represented OPIC on three prior transactions with MFX and TCX, and in so doing has become familiar not just with complexities of the companies’ currency hedging businesses but with the intricate structure and derivative financial instruments that capitalize TCX. It would take any other law firm many tens of thousands of dollars’ worth of work, and the substantial delay associated with that learning, to replicate the knowledge that the Morgan