Part_13.5_SoleSource_JA.docx

SIMPLIFIED ACQUISITION PROCEDURES JUSTIFICATION FOR SOLICITING A SINGLE COMMERCIAL SOURCE FOR UNDER $7M

This document is prepared in accordance with the requirements of FAR 13.501(a).

1. Purchase Request number: REQ-701-17-0038

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

a) Review existing security and project documentation and advise OPIC in connection with decisions regarding potential remedies regarding a distressed project borrower; potential remedies may include foreclosure and asset sales, sweeping cash in trust accounts, and exercise of share pledges.

b) Advise regarding actual exercise of remedies; advice would include working with U.S. counsel to determine necessary steps, timelines and best practices with respect to exercise of foreclosure remedies and asset sales, sweeping cash in trust accounts, and transfer of pledged assets, if applicable.

c) Draft demand notices required to secure rights under performance guaranties and for filing proceedings under Mexican law.

d) In the event a restructuring is reached instead of exercise of remedies, assist U.S. counsel in drafting documentation related to a restructuring agreement, including consents required under Mexican law with project parties, including regulators, contractors and power purchase agreement off-takers.

e) In the event that a restructuring cannot be reached, analyze OPIC’s legal rights and potential liabilities in a suit to foreclose on the project’s assets and exercise rights under the trust and pledge agreements.

f) Coordinate with U.S. counsel retained by OPIC on all matters of local law and local security and project documentation for the project.

g) Advise OPIC on an as needed basis with respect to creditor issues and other issues that arise during the restructuring or enforcement process.

3. Proposed contractor:

Ritch Mueller Heather y Nicolau S.C.

Av. Pedregal No. 24, Piso 10 Molino del Rey, Distrito Federal, 11040 Mexico 20006-1101 Phone: +011-55-25-9178-7000 E-mail: jpfarah@ritch.com.mx

4. Reason the proposed contractor is the only source reasonably available: The engagement requires the immediate use of counsel already familiar with the original, borrower-pay SMEF transaction to facilitate an orderly and swift restructuring before resources for completing a solar PV park and initiating operations under existing power purchase agreements dissipate, giving rise to serious financial injury to OPIC in its recovery prospects under its project loan. The original sponsor does not have the financial resources needed to cover legal costs at a time when access to outside counsel is critical to both OPIC and NADB. NADB and OPIC will enter into an arrangement by which outside counsel invoices will be divided between the two institutions based on relative exposure to the project to minimize the financial impact of this engagement to the U.S. Government.

5. Will these same supplies and/or services be needed again? OPIC cannot definitively answer this question now.

6. Price reasonableness: The price is determined to be fair and reasonable based on the low escalation applied to rates for similar services awarded previously on a borrower-pay contract with this firm. Rates of other commercial law firms providing these services in similar markets were also reviewed, and Ritch Mueller Heather y Nicolau S.C.’s rates fall with the range of rates provided for these services.

7. Technical Certification: The information provided in this request is accurate and complete to the best of my knowledge and belief.

Name: _______________________________ Title:___________________

Signature:

Date: 20 March 2017

CONTRACTING OFFICER’S DETERMINATION

Based on the information provided above, in accordance with FAR 13.106-1(b)(1) I hereby determine that the proposed source is the only source reasonably available. Further, in accordance with FAR 13.106-3(a)(2) I hereby determine that the price of this order is fair and reasonable.

Signature: ____________________________ Date: ___________________

CONTRACTING OFFICER