bases de obras de cabecera - final - eng 1 - proyectosapp.pe · 3.2.2 non-disclosure agreement ......

REPUBLIC OF PERU

PRIVATE INVESTMENT PROMOTION AGENCY

PROINVERSION COMMITTEE FOR INFRASTRUCTURE PROJECTS AND PUBLIC SOCIAL SERVICES, MINING, SANITATION, IRRIGAT ION AND

AGRARIAN ISSUES– PRO DESARROLLO

BIDDING TERMS

PUBLIC BID OF COMPREHENSIVE PROJECTS FOR THE CONCES SION OF THE “HEADWORKS AND CONDUCTION OF DRINKING WATER SUP PLY FOR

LIMA” PROJECT

February 2014

Important: This is an unofficial translation. In case of divergence between the English and

Spanish text, the version in Spanish shall prevail.

Public Bid of Comprehensive Projects for the Concession of “Main Works and Conduction of Drinking Water Supply for Lima” Project

CONTENTS

1.1. Introduction .......................................................................................................................7

1.2. Call and Purpose of the Bid ..............................................................................................7

1.3. Definitions ..........................................................................................................................8

1.4. Background and Legal Framework of the Bid ................................................................ 15

1.5. Powers of the Committee ................................................................................................ 17

1.6. Concession Contract ....................................................................................................... 18

1.7. Schedule of the Bid ......................................................................................................... 18

1.8. Interpretation and References ......................................................................................... 18

2. AUTHORIZED AGENTS AND LEGAL REPRESENTATIVE ............................................... 19

2.1. Authorized Agents ........................................................................................................... 19

2.1.1. Appointment of Authorized Agents ................................................................................. 19

2.1.2. Appointment Letter......................................................................................................... 19

2.1.3. Granted Powers ............................................................................................................. 19

2.1.4. Information..................................................................................................................... 19

2.1.5. Notifications ................................................................................................................... 20

2.1.6. Replacement ................................................................................................................. 20

2.2. Legal Representative ....................................................................................................... 20

2.2.1. Appointment and Powers ............................................................................................... 20

2.2.2. Submission of the Power of Attorney .............................................................................. 21

2.2.3. Form of the Power of Attorney........................................................................................ 21

2.2.4. Registrations in the Registry Office ................................................................................ 21

3. INQUIRIES AND INFORMATION ...................................................................................... 22

3.1. Inquiries about the Bidding Terms and Suggestions t o the Draft Contract .................. 22

3.1.1. Term to make inquiries and suggestions ........................................................................ 22

3.1.2. Formality of Inquiries ...................................................................................................... 22

3.1.3. Circulars ........................................................................................................................ 22

3.2. Access to Information - Specialized Information Cen ter ............................................... 23

3.2.1 Access to the Specialized Information Center. ................................................................... 23

3.2.2 Non-Disclosure Agreement ................................................................................................ 23

3.2.3 Information Contents in the Specialized Information Center................................................ 23

3.3. Request for Interviews .................................................................................................... 23

3.4. Limitations of Liability ..................................................................................................... 23

3.4.1. Independent Decision of Bidders .................................................................................... 23

3.4.2. Limitations of Government Liability ................................................................................. 23

3.4.3. Scope of the Limitation of Government Liability .............................................................. 24

3.4.4. Acceptance by the Bidder of the provisions in Section 3.4. ............................................. 24


4. SUBMISSION OF ENVELOPES N° 2 AND N° 3 ................................................................ 24

4.1. Submission ...................................................................................................................... 24

4.1.1. Submission of General Documentation for Pre-shortlisting (Envelope No. 1) .................. 24

4.1.2. Submission of Envelopes No. 2 and No. 3 ...................................................................... 24

4.1.3. Submission of Envelopes by an Authorized Agent or Legal Representative .................... 25

4.2. Language ......................................................................................................................... 25

4.3. Original Documents and Copies ..................................................................................... 25

4.4. Form of submission of Envelopes No. 1, No. 2 and No . 3 ............................................. 25

4.5. Costs of Preparation and Submission ............................................................................ 25

5. PRE-SHORTLISTING REQUIREMENTS ........................................................................... 26

5.1. Contents of Envelope No. 1 (Credentials) ...................................................................... 26

5.1.1. General Information ....................................................................................................... 26

5.1.2. General Requirements ................................................................................................... 26

5.1.3. Legal Requirements ....................................................................................................... 27

5.1.3.1. Document of Incorporation of a Legal Person (verificar) .......................................... 27

5.1.3.2. Affidavit on Commitment to Incorporation ............................................................... 27

5.1.3.3. Affidavit of Incorporated Legal Person (verificar) ..................................................... 28

5.1.3.4. Affidavit of Participation of partners or shareholders ............................................... 28

5.1.3.5. Power of Attorney of the Legal Representative ....................................................... 28

5.1.3.6. Affidavit of No Impediments .................................................................................... 28

5.1.3.7. Affidavit of waiver to invoke or exercise privileges or claims .................................... 28

5.1.3.8. Affidavit of No Conflicts of Interest .......................................................................... 29

5.1.3.9. Affidavit of Direct or Indirect participation in a Single Bidder .................................... 29

5.1.4. Technical-Operational Requirements ............................................................................. 29

5.1.4.1. Affidavit of Fulfillment of Technical Requirements in Operation ............................... 29

5.1.4.2. Affidavit of Fulfillment of Technical Requirements in Construction ........................... 30

5.1.5. Financial Requirements ................................................................................................. 31

5.1.5.1. Affidavit of Minimum Net Worth .............................................................................. 31

5.1.6. Authority of the Committee regarding the submitted information ..................................... 31

5.1.7. Validation of the Information submitted to the Committee ............................................... 32

5.1.8. Validation of Legal Requirements ................................................................................... 32

5.1.9. Simplification Mechanism ............................................................................................... 32

6. SUBMISSION OF ENVELOPE NO. 1 AND PRE-SHORTLISTING RESULTS .................... 33

6.1. Submission of Envelope No. 1 ........................................................................................ 33

6.2. Announcement of Pre-shortlisted Bidders ..................................................................... 33

7. CONTENTS OF ENVELOPES NO. 2 AND NO. 3 .............................................................. 34

7.1. Contents of Envelope No. 2 - Technical Proposal .......................................................... 34

7.1.1. Affidavit of Validity of Information ................................................................................... 34


7.1.2. Acceptance of the Bidding Terms and Contract .............................................................. 34

7.1.3. Guarantee of Validity, Validity Term and Seriousness of the Proposal ............................ 35

7.1.4. Technical Proposal ........................................................................................................ 35

7.1.5. Contract Final Version.................................................................................................... 35

7.2. Contents of Envelope No. 3 - Economic Proposal ......................................................... 36

8. SUBMISSION OF ENVELOPES NO. 2 AND NO. 3 AND OPENING OF ENVELOPE NO. 236

8.1. Submission of Envelopes No. 2 and No. 3 and opening of Envelope No. 2 .................. 36

8.2. Opening of Envelope N° 2 ............................................................................................... 36

8.3. Assessment of the Contents of Envelope No. 2 ............................................................. 37

9. OPENING OF ENVELOPE NO. 3 AND AWARD ................................................................ 38

9.1. Opening of Envelope No. 3 .............................................................................................. 38

9.2. Award ............................................................................................................................... 38

9.3. Tie of Economic Proposals ............................................................................................. 38

9.4. Challenge .......................................................................................................................... 39

9.4.1. Challenge Procedure ...................................................................................................... 39

9.4.2. Challenge Guarantee of Award ...................................................................................... 39

9.4.2.1. Constitution of guarantee. Conditions ............................................................................ 39

9.4.2.2. Ejecution of Guarantee .................................................................................................. 40

9.4.2.3. Return of Guarantee ...................................................................................................... 40

9.5. Not Awarded Bid ............................................................................................................... 40

9.6. Suspension or Cancellation of Bid ................................................................................ 40

10. CLOSING PROCEDURE ................................................................................................... 40

10.1. Closing Date .................................................................................................................... 40

10.2. Closing Acts .................................................................................................................... 40

10.2.1. Relation of Acts on the Closing Date. ............................................................................. 40

10.2.2. Documents to deliver. .................................................................................................... 41

10.2.3. Obligations in charge of the State................................................................................... 42

10.3. Execution of Guarantee of Validity, Validity Term a nd Seriousness of Proposal ......... 42

10.3.1. Legal Actions in case of non compliance ....................................................................... 42

10.3.2. Effectiveness of the Contract ......................................................................................... 42

11. GUARANTEE OF VALIDITY, VALIDITY TERM AND SERIOUSNESS OF PROPOSAL .... 42

11.1. Submission of Guarantee - Conditions .......................................................................... 42

11.2. Return of Guarantee of Validity, Validity Term and Seriousness of Proposal .............. 43

12. PERFORMANCE BOND OF CONTRACT .......................................................................... 43

12.1. Conditions ........................................................................................................................ 43

12.2. Form of Constitution ....................................................................................................... 43

13. FINAL PROVISIONS ......................................................................................................... 44

13.1. Applicable Legal Regime ................................................................................................. 44

13.2. Jurisdiction and Competence ......................................................................................... 44

13.3. Reimbursement of Expenses of the Process ................................................................. 44


13.4. Contribution to FONCEPRI .............................................................................................. 44

13.5. Prior Report of the Comptroller General of the Repu blic .............................................. 45

ANNEX N°1: SCHEDULE ................................................................................................................. 46

ANNEX N°2: NON DISCLOSURE AGREEMENT .......................... .................................................... 47

ANNEX N°3: T ERMS OF REFERENCE ............................................................................................ 49

ANNEX N°4: MODEL OF PERFORMANCE BOND OF THE CONTRACT ............... .......................... 64

ANNEX N°4 – APPENDIX N°1 .......................................................................................................... 67

ANNEX N°4 – APPENDIX N°2 .......................................................................................................... 69

FORM N°1: MODEL OF LETTER OF SUBMISSION OF ECONOMIC PROPOSAL – ENVE LOPE N°3 70

FORM N°2: AFFIDAVIT OF COMMITMENT OF RELIABLE INFORMATION ... ................................. 71

FORM N°3: GENERAL REQUIREMENTS FOR PRE-SHORTLISTING ............................................. 72

FORM N°4: TECHNICAL REQUIREMENTS FOR PRE-SHORTLISTING – OPERA TION ................. 73

FORM N°5: CONTRACTING COM MITMENT OF THE OPERATOR ........................... ...................... 76

FORM N°6: TECHNICAL REQUIREMENTS FOR PRE-SHORTLISTING –CONSTR UCTION ........... 78

FORM N°7: C ONTRACTING COMMITMENT OF CONSTRUCTOR .............. .................................... 81

FORM N°8: CREDEN TIALS FOR PRE-SHORTLISTING (INCORPORATED LEGAL PERSON ) ...... 83

FORM N°9: CREDEN TIALS FOR PRE-SHORTLISTING OF CONSORTIA ........... ........................... 84

FORM N°10: CREDEN TIALS FOR PRE-SHORTLISTING - PARTICIPATIONS ................................ 86

FORM N°11: CREDEN TIALS FOR PRE-SHORTLISTING –ABSENCE OF IMPEDIMENTS ............. 88

FORM N°12: CREDEN TIALS FOR PRE-SHORTLISTING – WAIVER OF PRIVILEGES ................... 89

FORM N°13: CREDEN TIALS FOR PRE-SHORTLISTING – ABSENCE OF CONFLICTS OF INTERESTS ..................................................................................................................................... 90

FORMU N°14: CREDEN TIALS FOR PRE-SHORTLISTING- PARTICIPATION IN A SINGLE BIDDER91

FORM N°15: FINANCIAL REQUIREMENTS ..................................................................................... 93

FORM N°16: MODEL OF BANKING LETTER OF GUARANTEE OF VALIDITY, VALIDIT Y TERM AND SERIOUSNESS OF PROPOSAL ....................... ...................................................................... 96

FORM N°17: EFFECTIVENESS OF INFORMATION -ENVELOPE N°2 ............................................ 98

FORM N°18: MODEL OF CHALLENGE GUARANTEE OF THE AWARD ............... ......................... 99

FORM N°19: AFFIDAVIT REGARDING THE OPERATION CONTRACT ........ ................................ 101

FORM N°20: AFFIDAVIT REGARDING THE CONSTRUCTION CONTRACT ..... ........................... 103

FORM N°21: EFFECTIVENESS OF INFORMATION FOR INCORPORATION OF THIRD PARTIES IN THE PRE-SHORTLISTED BIDDER ........................ ........................................................................ 105

FORM N°22: EFFECTIVENESS OF INFORMAITON FOR INCORPORATION OF A NEW COMPANY TO BE HIRED ................................................................................................................................. 106

FORM N°23: SIMPLIFICATION MECHANISM IN THE SUBMISSION OF DOCUM ENTATION ....... 107

FORM N°24: AFFIDAVIT OF ENTAILMENT OF ACQUIRER OF THE RIGHT OF PARTICIPATION IN THE PRE-SHORTLISTING STAGE ................................................................................................ 109

FORM N°25: AFFIDAVIT OF ACCEPTANCE OF BIDDING TERMS AND CONTRA CT .................. 111

FORM N°26: AFFIDAVIT OF COMMITMENT OF INCORPORATION (APPLICABLE FOR THE CASE OF INDIVIDUAL BIDDERS) ............................................................................................................ 113


FORM N°27: AFFIDAVIT OF COMMITMENT OF INCORPORATION (APPLICABLE IN THE CASE OF CONSORTIUM) ........................................................................................................................ 114


PURPOSE AND CHARACTERISTICS OF THE BID

1.1. Introduction

The purpose of these Bidding Terms is to regulate the procedure of the Public Bid of Comprehensive Projects for the concession of the “Headworks and Conduction of Drinking Water Supply for Lima” Project under a Public-Private Partnership (hereinafter, “the Project)” The Concession shall be structured in a financial self-sustainability scheme, for which it does not include any financial guarantees from the Government. The general objectives of the Bidding Terms are the following: • Achieve a transparent, simple and objective procedure, in equal conditions for all

participants in the Bid. • Achieve the concurrence of the greatest quantity of Bidders with experience in

the execution, operation and maintenance of the Project works. • Define the basic rules by which the Bidders may prepare their Proposals.

1.2. Call and Purpose of the Bid

The Republic of Peru, through the Private Investment Promotion Agency – PROINVERSION, calls to an Public Bid of Comprehensive Projects for the concession of the “Headworks and Conduction of Drinking Water Supply for Lima” project (hereinafter, “the Bid)” The purpose of the bid is the selection of a legal person or consortium of legal persons that, after becoming the Awardee, shall be responsible for the design, financing, construction, operation and maintenance of the infrastructure allowing to i) capture and dam surface water from the upper Yauli River basin in lakes Pomacocha and Huallacocha Bajo during the rainy season, ii) transfer the dammed water from these lakes to the Blanco River basin (tributary to the Rímac River) during the dry season, iii) produce drinking water from surface water of the Rímac River, in a Drinking Water Plant located in Huachipa, district of Lurigancho-Chosica, and iv) conduct, store and deliver drinking water to SEDAPAL for it to supply water to some East and South Lima districts, in accordance with the technical guidelines set out in Annex No. 3 to these Bidding Terms. Additionally, after the applicable assessments and approvals, other components related to the Project objectives may be incorporated. The Concessionaire shall be entitled to economically exploit the Concession Assets during the term of the Concession, pursuant to the provisions in the Concession Contract.

Under the agreed concession scheme, the reference term of the Concession will be thirty (30) years from the date of signing of the Contract, according to the terms and conditions provided therein. The definitive term of the Concession will be included in the Contract. At the end of the term, the works and assets inherent to the operation shall be assigned or reverted, as applicable, to the Grantor, who shall be free to determine the way and conditions of their operation.


This Bid shall be conducted in accordance with the terms and conditions set out in these Bidding Terms and in the Concession Contract. The Bidders may use any Existing Studies, which are at their disposal in the Specialized Information Center. This information is of a referential nature, and the Bidder is given broad freedom to use it under its exclusive responsibility to prepare its Proposals. However, the Bidder may not in the future, acting as Concessionaire or in any other instance, argue or claim for damages, indemnifications or compensations due to any possible errors, omissions, inaccuracies or defects of any nature included in the Existing Studies. Any additional information that can be found in the Specialized Attention Center shall be informed in a Circular.

1.3. Definitions

Any references made in this document to “Section”, “Form”, “Annex” and “Appendix” should be understood as made to the sections, forms, annexes and appendices of the Bidding Terms, respectively, unless otherwise stated. The expressions in the singular include the plural, and vice versa. Any time references should be interpreted as made to the Peru local time. The terms in capital characters included in these Bidding Terms that are not expressly defined in them refer to the Applicable Laws, or to the meaning given to them during the activities performed during the development of the Project or, failing that, to terms that are usually written in capital letters. Within these Bidding Terms, the following terms shall have the meanings indicated below; without prejudice to this, in case of conflict, the definition stated in the Contract shall prevail.

1.3.1 Non-Disclosure Agreement: The agreement that the Bidder, through one of its

Authorized Agents or Legal Representatives, shall sign before using the Specialized Information Center made available by PROINVERSIÓN. The Non-Disclosure Agreement is attached to these Bidding Terms as Annex No. 2.

1.3.2 Award: The declaration to be made by the Committee of PROINVERSIÓN after

having determined the Pre-shortlisted Bidder who submitted the best proposal within the terms and conditions established in the Bidding Terms and, accordingly, has been favored with the Bid Award.

1.3.3 Awardee: The Pre-shortlisted Bidder who is granted the Award. 1.3.4 Private Investment Promotion Agency - PROINVERSIÓN: The public entity

referred to in Law No. 28660 and in the Organizations and Functions Regulations of PROINVERSION, as approved by Ministerial Resolution No. 083-2013-EF/10, which is in charge, among others, of promoting private investments in public infrastructure works and public service projects that may be granted in concession to the private sector, in accordance with the Applicable Laws and Provisions.


1.3.5 Authorized Agents: The natural persons appointed as such by the Bidder of Pre-shortlisted Bidder.

1.3.6 Advisors: The legal or natural persons who participate in the private investment

promotion process, providing advisory or consultancy services to PROINVERSION. 1.3.7 Competent Governmental Authority: Any national, regional, department, province

or district government or authority, or any of their regulatory or administrative subsidiaries or agencies. In general, any entity or institution in Peru with executive, legislative or judiciary powers according to law, or an officer of any of the government, authorities or institutions mentioned above, with jurisdiction over the persons or matters in question.

1.3.8 Bidding Terms: This document, including any of its Annexes, Appendices, Forms

and Circulars issued by the Committee, which establish the terms under which the Bid shall develop.

1.3.9 Local Banks : The Banks listed in Appendix No. 1 of Annex No. 4 to these Bid Terms. 1.3.10 Specialized Information Center (SIC): The physical space that contains the Existing

Studies, as well as any other information related to the Project; its location and the list of available documents shall be communicated in a Circular. The conditions of access and use of the SIC are regulated in Section 3.2.

1.3.11 Circulars: The provisions referred to in Section 3.1.3 of these Bidding Terms, which

are issued by the Committee with the purpose of clarifying, instructing, interpreting or modifying the contents of these Bidding Terms, another Circular, or to answer inquiries made authorized persons according to these Bidding Terms. The Circular Letters issued will form an integral part of these Bidding Terms. In case of discrepancy or incompatibility between their content and the provisions in the Bidding Terms, the Circular shall prevail.

1.3.12 Evaluation Commission: The commission appointed by the Committee to evaluate

the documents provided in Envelopes No. 1 and/or No. 2, according to the Bidding Terms.

1.3.13 Committee: The PROINVERSIÓN Committee for Infrastructure Projects and Public

Social Services, Mining, Sanitation, Irrigation and Agrarian Issues– PRO DESARROLLO, referred to in the Supreme Resolution No. 010-2012-EF, as amended by the Errata published on February 9 and 21, 2012, respectively.

1.3.14 Proof of Payment of Right to Participation: The document that PROINVERSIÓN

shall give to the Bidder as a proof of having made the payment for Right to Participation.

1.3.15 Grantor: The Government of the Republic of Peru, represented by the Minister of

Housing, Construction and Sanitation, by virtue of the Third Supplementary, Transitory and Final Provision of the Supreme Decree No. 016-2005-VIVIENDA.

1.3.16 Concessionaire: Is the legal person incorporated by the Awardee, who shall enter into the Concession Contract with the Grantor and shall be responsible for the design, financing, construction, operation and maintenance of the Project.


1.3.17 Bid of Comprehensive Projects or Bid: The process of selection conducted by PROINVERSION and regulated by the Bidding Terms, to grant the Award of the Project and sign the Contract.

1.3.18 Consortium: The grouping of two or more legal persons who lack legal status

independently from its members, which has been created in order to participate as a Bidder in this Bid.

1.3.19 Constructor: The Bidder or any of its Members, if the Bidder is a Consortium, or the construction company to be engaged by the Concessionaire, who meets the technical construction requirements for pre-shortlisting during the Bid and will be in charge of the execution of the Works under the Contract. The Constructor(s), even if the Bidder or one of its Members (in a Consortium), shall enter with the Concessionaire into the construction contract(s) that may be necessary for the full execution of the Works under the Contract, and shall assume several liability with the Concessionaire for the correct execution of said Works.

1.3.20 Concession Contract or Contract: The contract entered into by the Grantor and the Concessionaire by which the Project is granted in concession, as well as any of its annexes and appendices, any other document that may become part thereof, and all the legal, technical and financial documentation that shall govern the relationship between the Parties during term of the Contract.

1.3.21 Contract for Provision of Services: The contract that shall be entered into by the

Concessionaire and SEDAPAL on the date of signing of the Concession Contract, which defines the obligations of the Concessionaire in connection with the regulation, transfer, treatment, conduction, storage and delivery of water, in exchange for the payment of the RFOM.

1.3.22 Effective Control: A natural person or legal person has effective control of another

when: - The former has direct or indirect control of more than fifty percent (50%) of the

latter's stock capital with rights to vote; - The former has representation on the board of directors or equivalent body of

the latter that surpasses fifty percent (50%) of its Members; - By any other mechanism or circumstance (contractual or not), the former

effectively controls the decision power of the latter. 1.3.23 Call: The announcement by which stakeholders are invited to participate in the Public

Bid, according to the provisions in these Bidding Terms. 1.3.24 Schedule: The time sequence of activities to be performed during the Bid and are

listed in Annex No. 1 to the Bidding Terms. 1.3.25 Affidavit: A written statement submitted by a Bidder or Pre-shortlisted Bidder in

which it declares or undertakes a commitment that is assumed to be true for the purposes of this Bid, without prejudice to the provisions in Section 5.1.6 of the BiddingTerms.

1.3.26 Repairable Defect: An error, which is not deemed substantive at the discretion of the

Committee or the Evaluation Commission, in which the Bidder may incur in any document provided in Envelopes No. 1 or No. 2, without affecting the validity of its


proposal and the solution of which does not entail changes in the sense, conditions or contents of the submitted proposal or documentation.

1.3.27 Participation Right: The payment of Two Thousand Dollars (US$ 2,000) to be made

by the Bidder to PROINVERSION to participate in the Bid. 1.3.28 Day(s): Business days, i.e. days not including Saturdays, Sundays or non-working

holidays in the city of Lima. Also, any days that are not business days for the public sector and days in which the banks in the city of Lima are not obliged to serve the public, as per the provisions of a Government Authority, shall also be considered as holidays.

1.3.29 Calendar Days : The business days, non-business days and non-working holidays. 1.3.30 Dollar, United States Dollar or US$: The currency or monetary sign of legal tender

in the United States of America. 1.3.31 Affiliated Company: A company shall be considered as affiliated to another

company if the Effective Control of both companies is exercised by the same Parent Company.

1.3.32 Banking Company: The companies listed in Annexes No. 1 and No. 2 of Annex No.

4 to the Bidding Terms. 1.3.33 Parent Company: The company exerting Effective Control of one or more

companies. This definition also includes the company that has the Effective Control of a Parent Company, and so forth.

1.3.34 Subsidiary Company: The company whose Effective Control is exercised by the

Parent Company. 1.3.35 Related Company: The companies related to each other as Parent Company-

Subsidiary Company (or vice versa), or Affiliated Company-Affiliated Company, according to the definitions above. The special provisions on economic connections and groups approved by SBS Resolution N°445-2000-SB S, as amended by SBS Resolution N°472-2006, CONASEV Resolution N°090-200 5-EF/94.10, CONASEV Resolution N°005-2006-EF-94.10 and CONASEV Resoluti on N°016-2007-EF-94.10 shall also apply.

1.3.36 International Financial Entity: A financial company authorized to operate by the

supervisory entity in its country or origin, which is other than Peru. They are listed in Appendix No. 2 of Annex No. 4 to the Bidding Terms.

1.3.37 Environmental Quality Standards for Water (EQS-Wate r): The level of

concentration or ratio of elements, substances or physical, chemical or biological parameters in water, in its nature of receiving substance, that does not represent any significant risk for human health or the environment. The standards are defined in the Supreme Decree No. 002-2008-MINAM, rules and supplementary provisions, or any amending provisions.

1.3.38 Existing Studies: The final and supplementary feasibility studies related to the components of the Project that, together with the assessment by the Bidder, are used


as basic reference to prepare the Proposals. These studies are referential in nature for the purposes of this Bid.

1.3.39 Technical File: The document including necessary and sufficient engineering

information for the execution and supervision of the Works, which shall be prepared by the Concessionaire and approved by the Grantor in accordance with the Bidding Terms and the Contract.

1.3.40 Competition Factor: The objective variable to be established for the preparation of

Economic Proposals by the Bidders, based on which the Award shall be granted. It shall be announced in a Circular.

1.3.41 Closing Date: The day and time to be communicated by the Committee in a Circular,

in which the activities established in Section 10 of the Bidding Terms shall take place. 1.3.42 FONCEPRI: The Fund for the Promotion of Private Investment in Public Infrastructure

Works and Public Services, referred to in Article 11 of the Supreme Decree No. 059-96-PCM, approval of the Consolidated Text of the regulations with the force of Law that govern the concession to the private sector of public infrastructure works and public services.

1.3.43 Performance Guarantee: The bank letter of guarantee or alternatively, the stand-by

credit letter, to be filed by the Awardee to ensure the fulfillment of the Concessionaire's obligations, in accordance with Section 12 of the Bidding Terms and to the model attached as Annex No. 4.

1.3.44 Guarantee of Validity, Validity Term and Seriousnes s of the Proposal: The bank

guarantee letter or stand-by credit letter to be provided by the Pre-shortlisted Bidder to PROINVERSIÓN to secure the validity, validity term and integrity of its Proposal and the fulfillment of the applicable obligations by the Closing Date, according to the sample attached to these Bidding Terms as Form No. 16.

1.3.45 Guarantee of Challenge to the Award: The bank letter of guarantee or stand-by

credit letter to be provided by the Pre-shortlisted Bidder to PROINVERSION in the event the Pre-shortlisted Bidder raises a challenge to the Award, according to Form No. 18.

1.3.46 VAT: The General Sales Tax referred to in the Supreme Decree Nº 055-99-EF,

Consolidated Text of the General Sales Tax Law and the Excise Tax, and the Municipal Promotion Tax referred to in the Supreme Decree Nº 156-2004-EF, Consolidated Text of the Municipal Tax Law, as amended.

1.3.47 Major Hydraulic Structure: A group of structures, equipment, facilities and

accessories that compose the systems of collection, conveyance, damming and transfer of surface water.

1.3.48 Sanitation Infrastructure: A group of structures, equipment, facilities and

accessories that compose the systems of purification, conveyance, storage and primary distribution of drinking water.

1.3.49 Consortium Members or Members: The legal persons who are part of a Consortium.


1.3.50 Investment(s) : Any expenses incurred in studies, authorizations, permits, works, land, supervision and financing that are deemed necessary to achieve the service objectives under the contract.

1.3.51 Applicable Laws and Provisions: The group of legal provisions that regulate the

Contract. They include the Constitution of the Republic of Peru, the regulations with the force of Law, Supreme Decrees, regulations, ordinances and resolutions that may be issued by a Competent Government Authority—according to its creation law—and are legally binding for the Parties.

1.3.52 Reference Investment Amount: The investment amount that, according to the

calculations made for this Bid, is required for the execution of the Project Works and includes the costs related to: i) construction of the Works, including general expenses and profit, ii) preparation of Technical Files, environmental and archaeological studies, iii) supervision of Works, iv) purchase of land and easements, v) permits and authorizations, vi) guarantees and insurances, vii) financial expenses, and viii) process expenses and contribution to FONCEPRI. The amount shall be announced in a Circular. The Reference Amount is ________________ Peruvian Nuevos Soles, including VAT. This amount shall serve as basis to determine the amounts of the Guarantee of Validity, Validity Term and Seriousness of the Proposal, the Performance Guarantee, the Guarantee of Challenge to the Award and other money obligations of the Concessionaire.

1.3.53 Notifications: The documents referred to in Section 2.1.5. 1.3.54 Nuevo Sol: The currency of legal tender in Peru.

1.3.55 Works: The structures, equipment, facilities and any other assets related to the Major

Hydraulic Infrastructure or the Sanitation Infrastructure, which will be constructed or executed.

1.3.56 Technical Offer : The technical document prepared by the Pre-shortlisted Bidder that is part of its Technical Proposal, with the scope set out in Section 7.1.4.

1.3.57 Operator : The Bidder or any of its Members, if the Bidder is a Consortium, or the specialized operation company to be engaged by the Concessionaire, who meets the technical construction requirements for pre-shortlisting during the Bid and shall be in charge of the execution of the Works under the Contract. The Operator, even if the Bidder or one of its Members (in a Consortium), shall enter with the Concessionaire into the operation contract that may be necessary for the operation and maintenance of the Works under the Contract, and shall assume several liability with the Concessionaire for the correct operation of said Works.

1.3.58 Net Worth: An account in the Financial Statements that is governed by the

Accounting Regulations in force. 1.3.59 Minimum Participation: The share participation of no less than thirty-five percent

(35%) of the paid-in and subscribed capital stock of the Concessionaire, which the


Strategic Partner should have and keep in the Concessionaire during the entire term fo the Concession. If the Awardee is a single legal person, it shall maintain Minimum Participation in the Concessionaire.

1.3.60 Construction Period: The period in which the Works shall be executed, in compliance with the requirements established in the Bidding Terms and the Contract. A detailed description of the stages and activities during this period may be found in Section 4 of Annex No. 3 – Reference Terms.

1.3.61 Initial Period: The period in which the Concessionaire's financial closing is completed, as well as the activities prior to the construction of the Works. A detailed description of the stages and activities during this period may be found in Section 4 of Annex No. 3 – Reference Terms.

1.3.62 Operation Period: The period in which the Concessionaire shall perform operation

and maintenance activities on the Works and shall provide the Services to SEDAPAL. A detailed description of the stages and activities during this period may be found in Section 4 of Annex No. 3 – Reference Terms.

1.3.63 Post-Construction Period: The initial stage of the Operation Period, in which the Strategic Partner shall not be able to transfer its Minimum Participation and the Operator shall not be replaced (if the Operator is not the Strategic Partner). A detailed description of this period may be found in Section 4 of Annex No. 3 – Reference Terms.

1.3.64 Drinking Water Plant (DWP) : The group of structures, equipment and components to be used in the physical, chemical and/or biological process for the purification of water.

1.3.65 Bidder: A legal person or a Consortium that participates in this Public Bid, has

acquired the Participation Right and submits to the provisions of these BiddingTerms. 1.3.66 Pre-shortlisted Bidder: The Bidder whose documents, submitted in Envelope No. 1

(Pre-shortlisting Proposal) comply with the requirements provided in these Bidding Terms and has been accepted and announced by the Committee, and who is entitled to submit Envelope No. 2 (Technical Proposal) and Envelope No. 3 (Economic Proposal).

1.3.67 Proposal: The documentation to be submitted by the Pre-shortlisted Bidders, both for

the Technical Proposal of the Economic Proposal. 1.3.68 Pre-shortlisting Proposal or Envelope No. 1 : The group of documents to be

submitted by the Bidder, according to Section 5. 1 of the Bidding Terms.

1.3.69 Technical Proposal or Envelope No. 2: The group of documents to be submitted by the Bidder, according to Section 7.1 of and Annex No. 3 to the Bidding Terms.

1.3.70 Economic Proposal or Envelope No. 3: The economic consideration proposed by the Pre-shortlisted Bidder according to Section 7.2 and Form No. 1 of the Bidding Terms.

1.3.71 “Headworks and Conduction of Drinking Water Supply for Lima” Project or

Project: It comprises the infrastructure allowing to i) capture and dam surface water


from the upper Yauli River basin in lakes Pomacocha and Huallacocha Bajo during the rainy season, ii) transfer the dammed water from these lakes to the Blanco River basin (tributary to the Rímac River) during the dry season, iii) produce drinking water from surface water of the Rímac River, in a Drinking Water Plant located in Huachipa, district of Lurigancho-Chosica, and iv) conduct, store and deliver drinking water to SEDAPAL for it to supply water to some East and South Lima districts.

1.3.72 Draft Contract: A preliminary version of the Contract that shall be published on

PROINVERSION's website on the date announced on the Schedule and delivered to the Bidders to receive their suggestions. None of the terms and/or criteria contained in the Contract Project shall bind PROINVERSION, the Committee, the Grantor and/or SEDAPAL.

1.3.73 Legal Representative: The natural person(s) appointed as such by a Bidder or Pre-

shortlisted Bidder, according to the provisions in these Bidding Terms.

1.3.74 Remuneration for Investments (RFI): The annual remuneration for the recovery of investments, to be paid by the Concessionaire against resources collected by SEDAPAL.

1.3.75 Remuneration for Operation and Maintenance (RFOM): The annual remuneration for operating and maintaining the Works under the Project or their components, to be paid by the Concessionaire against resources collected by SEDAPAL.

1.3.76 SEDAPAL: The abbreviation for “Drinking Water and Sewage Services of Lima.”

SEDAPAL is a Sanitation Service Provider (EPS) the scope of which includes the province of Lima, the constitutional province of Callao and any other provinces, districts or zones in the department of Lima that join this group by a Ministerial Resolution issued by the Ministry of Housing, Construction and Sanitation, when possible due to territorial continuity and SEDAPAL's capacity of providing these services directly.

1.3.77 Services: The services of regulation, transfer, treatment, conveyance, storage and delivery of water to be provided to SEDAPAL by the Concessionaire under the Contract for Provision of Services.

1.3.78 Strategic Partner: The Bidder or one of its members (in case of Consortium) who

demonstrates having no less than fifty (50%) of the net worth amount established as financial requirement and who is the owner of the Minimum Participation. The Minimum Participation of the Strategic Partner shall be maintained during the entire term of the Concession, regardless of the change of ownership of this participation that may occur according to the terms and conditions in the Bidding Terms and the Contract.

1.3.79 Supervisor: The Grantor, who shall perform supervisory activities on the obligations

that the Concessionaire shall perform during the validity term of the Contract. For these purposes, the Grantor may choose and/or hire a specialized company.

1.4. Background and Legal Framework of the Bid The Bid and any actions related to it shall be governed by the following legal framework:


- Legislative Decree No. 674, declaring the national interest in the promotion of private investments in Government companies, which creates the Private Investment Promotion Commission (COPRI), now PROINVERSION, as the entity governing the private investment promotion process at the level of the companies that integrate the Government business activities.

- Decree Law No. 25570, Article 2—as amended by Article 6 of Law No. 26438—

establishes that the Government of the Republic of Peru, through a Supreme Decree, is entitled to grant assurances and guarantees through a contract to Peruvian and foreign natural and legal persons who make investments in Government companies and entities, which may be required to protect the investors' purchases and investments, according to the laws in force.

- Law No. 26338, General Sanitation Services Law and the Consolidated Text of

its Regulations, as approved by Supreme Decree No. 023-2005-VIVIENDA, as well as any provisions in force from the Supreme Decree No. 008-2005-VIVIENDA and the Supreme Decree No. 016-2005-VIVIENDA, which regulate the provision of Sanitation Services and the granting of concessions to private entities for their operation.

- Supreme Decree N° 059-96-PCM, approval of the Cons olidated Text of the

regulations with rank of Law that regulates the transfer in concession to the private sector of public infrastructure works and public services.

- Supreme Decree N° 060-96-PCM, approval of the Cons olidated Text of the

Regulations to the laws that regulate the transfer in concession to the private sector of public infrastructure works and public services.

- Law No. 26885, approval of benefits to concessions of public infrastructure works

and public services. - Emergency Decree No. 075-2000, establishment of measures to ensure the

effective and efficient provision of sanitation services and the strengthening of the providers of these services.

- Law No. 27701, establishing provisions to guarantee the regulatory agreement

between privatization processes and concessions with the applicable laws. - Law No. 28059, Decentralized Investment Promotion Framework Law, and

Regulations thereto, as approved by the Supreme Decree No. 015-2004-PCM and its amending provisions.

- Law No. 28660, determining the legal nature of PROINVERSIÓN as a

Decentralized Public Entity within the Economy and Finances sector, with legal capacity, technical, functional, administrative, economic and financial autonomy.

- Legislative Decree No. 1012, approving of the Framework Law of Private-Public

Partnerships for the Generation of productive employment and regulations to streamline private investment promotion processes.

- Supreme Decree No. 146-2008-EF, approving the Regulations to Legislative

Decree No. 1012, and its amending provisions.


- Supreme Resolution No. 010-2012-EF, published on February 9, 2012, and Erratum published on February 21, 2012, creating the PROINVERSION Committee for Infrastructure Projects and Public Social Services, Mining, Sanitation, Irrigation and Agricultural Affairs – PRO DESARROLLO.

- Supreme Resolution No. 011-2013-EF, published February 2, 2013, ratified the

Agreement of the PROINVERSION Governing Council incorporating the Project “Main Works and Conduction of Drinking Water Supply for Lima,” to the Private Investment Promotion Process, under the mechanisms and procedures established in the Supreme Decree No. 059-96-PCM, the Legislative Decree No. 1012, and the regulations thereto.

- National Building Regulations, as amended. - Laws and regulations in force in Peru and applicable to the Project.

Every Bidder, Pre-shortlisted Bidder, Awardee or person who directly or indirectly participates in this Bid shall be deemed aware of the contents of these Bidding Terms, Applicable Laws and Provisions. The Bid shall be conducted in accordance with the provisions in these Bidding Terms and, in the aspects not expressly treated herein, with all the applicable Laws and provisions. By virtue of the First Provisional Supplementary Provision of Legislative Decree No. 1017, approving the Government Procurement Law, and the COPRI Agreement No. 355-4-2001, the provisions included in such Legislative Decree are not applicable to this Bid.

1.5. Powers of the Committee

The function of the Committee is to conduct the private investment promotion process of the Bid subject matter of these Bidding Terms. The Committee is empowered to promote, schedule, regulate, amend, guide, supervise, control and prepare all the provisions that may be relevant or deemed necessary for the execution of the process, to solve all matters not included in the Bidding Terms or the Applicable Laws and, in general, to exercise all the other powers granted by the Applicable Laws.

Any amendments to these Bidding Terms shall be informed to the Bidders through Circular Letters. The Committee may modify the terms established in these Bidding Terms. This Public Bid may be postponed or cancelled if the Committee deems appropriate, without the need of expression of cause and without incurring in any liability as a consequence of such decision.

The mere submission of information described in these Bidding Conditions and/or requested by the Committee for pre-shortlisting purposes by a Bidder does not obligate the committee to declare such Bidder a Pre-shortlisted Bidder, nor the submission of a proposal implies its acceptance by the Committee.

The mere submission of the documents required for pre-shortlisting by a Bidder implies the full awareness, acceptance of and submission to each one of the procedures,


obligations, conditions and regulations—with no exception—that are established in the Bidding Terms and have binding effect, and irrevocably and unconditionally waives its right to file any action, claim, complain or request for compensation with any authority against the Government, the Grantor, SEDAPAL, PROINVERSIÓN, the Committee, the Advisors, or against any other entity, institution or officer of the Government of Peru or the Grantor or SEDAPAL on the exercise of the powers described in these Bidding Terms.

Unless specifically established otherwise in the Bidding Terms, the decisions made by the Committee or PROINVERSIÓN –as applicable– with regard to this Public Bid are final, shall not result in a compensation of any kind and shall not be subject to challenge in any administrative, judicial or arbitration proceedings. In consequence, by participating in the Bid, the natural or legal persons within the scope of the Bidding Terms waive their rights to initiate a challenge process against any such decisions, with the exception of the challenges described in Section 9.4 of the Bidding Terms.

1.6. Concession Contract

The Draft Contract and the final version of the Contract shall be made available to the Bidders and Pre-shortlisted Bidders at the time set out in Annex No. 1 to the Bidding Terms. Bidders and Pre-shortlisted Bidders shall be informed of the publication of Draft Contracts until the submission of Envelope No. 2, and may submit suggestions within the terms indicated in the Schedule, under the same formalities established in Sections 3.1.1 and 3.1.2 of the Bidding Terms. The Committee shall receive and evaluate the suggestions from Bidders and Pre-shortlisted Bidders about the Draft Contracts, and shall consider those that it may deem relevant for the following version. The Committee shall not be obliged to gather or reply to the Bidder's suggestions to the Draft Contract.

1.7. Schedule of the Bid

The dates of the Schedule activities are provided in Annex No. 1 to the Bidding Terms. The Committee may modify the Schedule at any time, which shall be informed to the stakeholders in a Circular. Unless otherwise established, any term for Bidders to submit documents related to the Bid at the PROINVERSION reception desk shall expire at 5:00 p.m., Lima, Peru time.

1.8. Interpretation and References

The terms and expressions used in the Bidding Terms shall be construed in their natural, literal sense, unless they have specifically been assigned another meaning within this document or its annexes, or such meaning may be inferred from their context; in any case, the interpretation shall be made in accordance with the regulations in force in the Republic of Peru. It shall be deemed, without admitting proof to the contrary, that any participant in this process knows the laws and regulations in force in the Republic of Peru that are applicable to this case.


The titles of the chapters, sections, annexes, forms and appendices of the Bidding Terms are exclusively used for illustrative purposes, and shall not have any impact on the interpretation of their contents.

In case of contradiction between the provisions in the Bidding Terms and those in any of the forms, annexes or appendices hereto, the provisions in the main document shall prevail unless the attached documents contain a clear and unambiguous indication that their contents modify the provisions in the Bidding Terms. In all cases, the contents of the Circulars referred to in the Bidding Terms shall prevail over the provisions in the Bidding Terms, although this indication may not be expressly stated.

2. AUTHORIZED AGENTS AND LEGAL REPRESENTATIVE

2.1. Authorized Agents

2.1.1. Appointment of Authorized Agents

Each Bidder may appoint up to two (2) natural persons with a common domicile in the city of Lima or in Callao as its Authorized Agents, for the purposes of this Bid.

2.1.2. Appointment Letter The appointment of the Authorized Agents shall be made by a simple letter signed by the Bidder, expressly indicating their powers and any relevant information, as set forth in Sections 2.1.3 and 2.1.4.

2.1.3. Granted Powers The duly appointed Authorized Agents shall be entitled to act individually from each other, and not necessarily together. They shall be the only natural persons empowered by the Bidder to:

i) Represent the Bidder before PROINVERSIÓN, the Committee and the advisors regarding all the matters that do are not of exclusive competence of the Legal Representative, according to Section 2.2.1;

ii) Reply, in the name of the Bidder and with binding effect for the principal, all the questions made by the Committee or the Evaluation Commission;

iii) Receive judicial and extrajudicial notices; iv) Sign, with binding effect upon the Bidder, the Non-Disclosure Agreement

mentioned in Section 3.2.2 v) Submit Envelopes No. 1, No. 2 and No. 3 according to the formalities set out

in the Bidding Terms.

2.1.4. Information The information to be provided by the Bidder with regard to each one of the Authorized Agents shall be the following: a) full name, b) identification document, c) common domicile in the city of Lima or Callao, d) telephone numbers, e) fax number and f) email address.


2.1.5. Notifications Any extrajudicial notifications to the Bidder could be forwarded to any of the Authorized Agents by fax and/or email, with a confirmation of complete transmission issued by the receiver through another fax letter and/or email, in which case the notification shall be deemed received on the date on which the transmission from the sender is complete; or by a letter delivered by courier service or through a notary's office, in which case the notification shall be deemed received on the delivery date. Any notification shall be deemed correctly made and effective upon receipt at the common address designated by the Authorized Agents referred to in Section 2.1.4.

2.1.6. Replacement The Bidder, after notifying the Committee in writing in the form described in Section 2.1.2, shall be able to replace any of its Authorized Agents at any time, or to change their common domicile, telephone or fax numbers or email address designated for the Authorized Agents, taking into account that the new common domicile and the telephone and fax numbers and email address shall be set within the city of Lima or Callao. The appointment of the Authorized Agents or any modifications to their address, telephone, fax or email address, as the case may be, shall become effective on the date of receipt of the Bidder's notification by the Committee.

2.2. Legal Representative

2.2.1. Appointment and Powers The documents submitted in Envelopes No. 1, No. 2 and No. 3 and, in general, any documents that a Bidder may submit with regard to the Public Bid, shall be signed by the Legal Representative of the entity submitting the documents, who shall be duly authorized for such purposes as provided under this section. The Bidder may appoint up to two (2) Legal Representatives to represent him, individually or jointly, as provided under this Section. The domicile, fax number, telephone number and email address of the Legal Representatives, as well as their replacement, are subject to the provisions in Sections 2.1.4, 2.1.5 and 2.1.6 The powers granted to each one of the Legal Representatives shall include, but not be limited to, the powers set out in Section 2.1.3, and shall be broad enough to entitle them to sign in the name and behalf of the Bidder, individually or jointly, all the documents required in the Bidding Terms, including any powers to initiate the challenge procedures described in the Bidding Terms, to sign presentation documents for the proposals and to execute the Contract. If the Bidder is a Consortium, the appointment of a Legal Representative shall be made through the legal representatives and/or agents of the members of the Consortium who have the powers to make this appointment, on a joint basis. Such powers shall be proven by submitting a copy of the power of attorney or other similar document, certified by a notary public. However, should the member or members of the Consortium come from a signatory of the “Hague Convention Abolishing the Requirement for Legalization for Foreign Public Documents” adopted on October 5, 1961 in the City of La Hague, The Netherlands, as approved by Resolution No. 29445 and ratified by the Supreme Decree No. 086-2009-RE, it shall be sufficient that these documents fulfill the conditions established in the convention above, provided that the


corresponding country has not made an objection to the accession of Peru to such Convention.

2.2.2. Submission of the Power of Attorney The power of attorney by which the Legal Representatives are appointed shall include the corresponding powers of representation, as well as the information mentioned in Section 2.1.4 of the Bidding Terms. It shall be submitted in Envelope No. 1, together with the credentials. The appointment of a new Legal Representative will be effective only after the date on which the Committee receives the documents that prove such appointment.

2.2.3. Form of the Power of Attorney Powers granted in Peru shall be evidenced in a public deed or in a legalized copy of the document of incorporation of the company that grants the powers, if applicable. Any Powers of Attorney granted outside Peru appointing Legal Representatives, shall be:

(i) Duly authenticated or legalized by a competent Peruvian consulate; a translation into Spanish shall be attached if the document is in any other language;

(ii) Endorsed by the Ministry of Foreign Affairs of Peru.

If the Bidder comes from a signatory of the “Hague Convention Abolishing the Requirement for Legalization for Foreign Public Documents” adopted on October 5, 1961 in the City of La Hague, The Netherlands, as approved by Resolution Nº 29445 and ratified by the Supreme Decree Nº 086-2009-RE, the Powers of Attorney for Legal Representative(s) shall not require the legalization mentioned in the paragraph above; it shall be sufficient that the document fulfill the conditions established in the convention above, provided that the corresponding country has not made an objection to the accession of Peru to such Convention.

2.2.4. Registrations in the Registry Office Under no circumstance shall it be required that, by the time of their submission, the Powers of Attorney for the Legal Representative are registered in the Public Registry. However, they shall be registered in the corresponding Registry Office before the Closure Date if the Bidder is granted the Award.


3. INQUIRIES AND INFORMATION

3.1. Inquiries about the Bidding Terms and Suggesti ons to the Draft Contract

3.1.1. Term to make inquiries and suggestions During the time indicated in the Schedule, the Bidders and Pre-shortlisted Bidders, as applicable, may make inquiries on the Bidding Terms and suggestions to the Draft Contract through their Authorized Agents and/or Legal Representatives.

3.1.2. Formality of Inquiries Inquiries and suggestions shall be formulated in writing and in the Spanish language to: PROINVERSION Committee for Infrastructure Projects and Public Social Services, Mining, Sanitation, Irrigation and Agricultural Affairs – PRO DESARROLLO

Messrs, PROINVERSION COMMITTEE FOR INFRASTRUCTURE PROJECTS AND PUBLIC SOCIAL SERVICES, MINING, SANITATION, IRRIGAT ION AND AGRARIAN ISSUES– PRO DESARROLLO Attention: Sanitation Projects Office PROINVERSION Av. Enrique Canaval Moreyra N°150, Piso 8, San Isid ro – Lima, Peru Tel.: 200-1200 Ext.: 1327 Fax: (+51-1) 221-2935 Email address: [email protected]

The documents containing the inquiries and suggestions on the Bidding Terms and Draft Contracts shall be received at the reception desk of PROINVERSIÓN.

3.1.3. Circulars The replies to the inquiries on the Bidding Terms shall be issued by the Committee in Circulars that shall be posted on the website of PROINVERSION, without including the name of who made the inquiry. The Committee is not obliged to answer inquiries to the Bidding Terms that are not related with this Bid. If the Committee, at any time, deems it necessary to clarify, modify or complement the Bidding Terms, it shall issue a Circular for this purpose. In addition to be published on PROINVERSION's website, it shall be emailed to the Bidders, Authorized Agents and forwarded to the common domicile according to Sections 2.1.1 and 2.1.4 of these Bidding Terms. After the pre-shortlisting stage, Circulars shall only be forwarded to the Pre-shortlisted Bidders and, after the submission of Envelopes No. 2 and No. 3, only to the Pre-shortlisted Bidders who submitted proposals. The Circulars issued by the Committee shall be deemed integral part of these Bidding Terms, and shall be legally binding for all the Bidders and Pre-shortlisted Bidders.


3.2. Access to Information - Specialized Informatio n Center

3.2.1 Access to the Specialized Information Center.

The Bidders who have paid for the Participation Right and have signed the Non-Disclosure Agreement shall have access to the information related to the Project. Such information be available in the Specialized Information Center until the date established in the Schedule. The use of the Specialized Information Center shall be subject to the access and use regulations, to be communicated in due time in a Circular. The Bidders, through a written communication to the Head of Sanitation Projects of PROINVERSION, signed by any of their Authorized Agents or Legal Representatives, shall indicate the name of the individuals who shall have access to the Specialized Information Center.

3.2.2 Non-Disclosure Agreement The Authorized Agent(s) shall sign a Non-Disclosure Agreement, according to the sample provided as Annex No. 2, and shall submit a signed specimen to the committee before using the Specialized Information Center.

3.2.3 Information Contents in the Specialized Information Center The list of documents related to the Project and those that are incorporated during the Private Investment Promotion Process shall be communicated in a Circular.

3.3. Request for Interviews Any Bidder, through its Authorized Agents and/or Legal Representatives, as applicable, shall be entitled to hold interviews with members of the Committee or with the Head of Sanitation Projects of PROINVERSIÓN until the day prior to the submission of Envelope No. 1. Qualified Bidders shall be able to do so until the day prior to the submission of Envelopes No. 2 and No. 3, prior coordination with the Head of Sanitation Projects of PROINVERSION, as applicable.

3.4. Limitations of Liability

3.4.1. Independent Decision of Bidders All Bidders or Pre-shortlisted Bidders shall support their decision of whether or not submitting a Pre-shortlisting Proposal, Technical Proposal and Economic Proposal on their own research, examinations, inspections, visits, interviews and analyses derived from the available or obtained information on the subject, at its sole discretion.

3.4.2. Limitations of Government Liability The Government of the Republic of Peru, the Grantor, SEDAPAL, PROINVERSIÓN, the Committee or the Advisors do not assume responsibility for nor guarantee (expressly of implicitly) the completeness, integrity, reliability or truth of the verbal or written information that is provided in connection with or during the Bid.


In consequence, none of the persons participating in the Public Bid can attribute any responsibility to any of the parties mentioned above or to their representatives, agents or servants, for the use that may be given to such information or for any inaccuracy, insufficiency, defect, lack of updating or for any other cause not expressly indicated in this subsection.

3.4.3. Scope of the Limitation of Government Liability The limitation stated in Section 3.4.2 includes, to the broadest extent possible, all the information related to the Bid that is effectively known, any unknown information and the information that should have been known at a given time—including any errors and omissions in it—by the Government of the Republic of Peru or by any of its departments, entities or officers, the Grantor, SEDAPAL, PROINVERSION, the Committee or the Advisors. In the same way, this limitation of liability includes any information that is whether directly or indirectly provided and prepared by any of the parties above, or not. The limitation of liability also includes any information available in the Specialized Information center, as well as any information provided in Circulars or any other means of communication, the information acquired during the visits to the facilities related to the Bid and the information in these Bidding Terms, including any annexes, appendices and forms hereto.

3.4.4. Acceptance by the Bidder of the provisions in Section 3.4. The submission of Envelope No. 1 shall constitute, without the need for any later action, the acceptance of all the provisions in Section 3.4 of the Bidding Terms by the Bidder and, if applicable, by the Concessionaire, as well as an irrevocable and unconditional waiver, to the broadest extent allowed by the Applicable Laws and Provisions, to its rights to initiate any action, counterclaim, exception, complaint, claim or request for compensation against the Government of the Republic of Peru or any of its departments, entities or officers, the Grantor, SEDAPAL, PROINVERSION, the Committee or the Advisors.

4. SUBMISSION OF ENVELOPES N° 2 AND N° 3

4.1. Submission Any documents other than those required to be submitted in Envelopes No. 1 and No. 2 shall be deemed not submitted.

4.1.1. Submission of General Documentation for Pre-shortlisting (Envelope No. 1)

The submission of the documentation for pre-shortlisting in Envelope N° 1 shall take place in the office of the Evaluation Commission and before a Notary Public, at the PROINVERSION Office located at Av. Canaval Moreyra N° 150, San Isidro - Lima, Peru, within the term established in Annex No. 1.

4.1.2. Submission of Envelopes No. 2 and No. 3


The Pre-shortlisted Bidder shall submit one Envelope No. 2 and one Envelope No. 3 to the Committee or to the individual appointed by it, before a Notary Public, at the place and time established in Annex No. 1.

4.1.3. Submission of Envelopes by an Authorized Agent or Legal Representative Envelopes No. 1, No. 2 and No. 3 may only be submitted personally by one of the Authorized Agents or by a Legal Representative of a Bidder. No documents received by mail, fax or any other means of communication shall be received nor accepted.

4.2. Language Unless expressly stated otherwise in these Bidding Terms, all the submitted documents must be written in Spanish language, or accompanied by a simple translation into the Spanish language. If any discrepancy between a text in two languages is identified, the Spanish version shall prevail.

4.3. Original Documents and Copies

The affidavits and forms in Envelope No. 1 and the documents in Envelope No. 2 (Technical Proposal) shall be submitted in one (1) original version or copy certified by a Notary Public, and two copies, respectively marked as “Original,” “Copy No. 1” and “Copy No. 2.” The documents marked “Copy No. 1” and “Copy No. 2” shall not need to be certified by a Notary Public or legalized by a consulate. Any other documents in Envelope No. 1 may be submitted as two (2) simple copies marked as “Original,” “Copy No. 1” and “Copy No. 2.” Envelope No. 3 (Economic Proposal) shall only contain one (1) original document.

4.4. Form of submission of Envelopes No. 1, No. 2 a nd No. 3 On any submission date, the envelopes shall be properly closed and marked as “Envelope No. 1,” “Envelope No. 2” and “Envelope No. 3,” respectively. The envelope shall also show the name of the Bidder or Pre-shortlisted Bidder, as applicable. All the documents contained in the envelopes shall be legible; each page shall be consecutively numbered and initialed by the legal representative. The envelope shall include a table of contents, indicating the page number of all the documents in each envelope. In case of any discrepancy between an amount written in digits and in words, the amount expressed in words shall prevail.

4.5. Costs of Preparation and Submission The Bidder or Pre-shortlisted Bidder shall cover all the direct or indirect expenses which it may incur related to the preparation of Envelopes No. 1, No. 2 and No. 3, as applicable.


The Government of the Republic of Peru or any involved official department or officer, the Grantor, SEDAPAL, PROINVERSION, the Committee or the Advisors shall not be responsible in any case for these expenses, regardless of the mode applied to conduct the Bid or its results.

5. PRE-SHORTLISTING REQUIREMENTS

5.1. Contents of Envelope No. 1 (Credentials)

5.1.1. General Information The Committee reserves the right to verify the accuracy of all the documents submitted by the Bidder during the stages of the Bid, without this involving any limitation to the Bidder's liability for the possible incompleteness or inaccuracy of the submitted data or information. The lack of accuracy or completeness of the data and information submitted by the Bidder in this Bid may cause its disqualification during any of the stages.

5.1.2. General Requirements

For Bidders Only legal persons or consortia may participate in this Bid. A legal person, including its related companies, may participate directly or indirectly only in one Proposal. The Pre-shortlisted Bidders who submitted Envelope No. 1 as single Bidders shall be able to form Consortia once, until the date established in the Schedule for this purpose. Any Pre-shortlisted Bidders who submitted Envelope No. 1 as a Consortium shall be able to change their members once, until the date established in the Schedule. To meet the general pre-shortlisting requirements, the Bidder shall demonstrate:

- Its commitment to submit reliable information, by submitting Form No. 2, which will have the effect of an Affidavit. The Affidavit shall be submitted to the Committee in a simple document signed by the Bidder's Legal Representative, whose signature shall be authenticated by a Notary Public or by the Consul of Peru in the country where the Affidavit was issued.

- The Bidder's participation in a Public-Private Partnership (PPP), by an Affidavit according to Form No. 3, in which the Bidder or at least one of the members of the Consortium or one of the Related Companies demonstrate a participation of at least 25% of the capital stock in a PPP for the construction and/or operation and maintenance of public infrastructure and services.

Payment of Participation Right To participate in the Bid, gain access to the Specialized Information Center and submit Envelope No. 1, the Bidder must have paid for Participation Rights for two thousand United States Dollars (US$ 2,000.00). This amount is not reimbursable. After this payment, PROINVERSION shall provide the Bidder with a proof of payment.


Optionally, the Bidder may request a printed copy of the Bidding Terms, which shall also be made available in the PROINVERSION website. The payment of the Participation Right shall be made through a deposit into the Dollars Savings Account No. 0011-0661-0200035113-66, Interbank Code (CCI) No. 011-661-000200035113-66, with BBVA Banco Continental. A copy of the proof of deposit shall be sent to the email address [email protected], including the details of the legal person who made the deposit, in order to issue a Proof of Payment for Participation Right. To evidence the payment of the Participation Right, the Bidder shall attach a simple copy of the Proof of Payment with its name or the name of any of the Consortium Members, as applicable. The purchaser of the Rights to Participation in the Pre-shortlisting stage who decides not to participate in the Bid may transfer its rights to a third party. For this purpose, the purchaser shall submit Form No. 24, signed by the legal representative of the transferor and legalized, in Envelope No. 1.

5.1.3. Legal Requirements The Bidder shall demonstrate that it is a legal person or a Consortium by submitting a

5.1.3.1. Document of Incorporation of a Legal Person The Bidder shall submit a Copy of the deed of incorporation of the Bidder or the deeds of incorporation of each one of the Consortium members, as applicable. In addition to these copies, the Committee shall also accept the Bylaws (or an equivalent document) issued by the Government Competent Authority in country of origin of the Bidder or the Consortium Members.

5.1.3.2. Affidavit on Commitment to Incorporation The Bidder shall submit an Affidavit of its intentions to create a concessionaire company in Peru, which shall have the single purpose of and be exclusively dedicated to the design, construction, operation and maintenance of the project. This company shall use any of the legal forms regulated by the General Companies Law. In the case of a Consortium, the concessionaire shall be created with the same shareholders, partners or members that the Bidder encompasses, and with the same proportion, by the date of submission of Envelope No. 2. The Affidavit form to be used, as applicable, is Form No. 26 or Form No. 27 of the Bidding Terms. In this regard, the Concessionaire shall be incorporated in consideration to the following aspects, among others.

a) The minimum social capital of the Concessionaire shall be established in due time in a Circular, and it shall be fully subscribed and paid-in as provided in the Concession Contract.

b) The structure of the Concessionaire's shareholders shall not include any legal person that has directly or indirectly –through a Related Company– been involved with an Economic Proposal in the Public Bid and has not been granted the Award.


c) The shareholders shall include a Strategic Partner, who should independently own and maintain a Minimum Participation.

d) After the Post-Construction Period, the Strategic Partner may assign or transfer its participation to a new Strategic Partner, who shall fulfill the requirements and conditions established in these Bidding Terms and the Contract.

5.1.3.3. Affidavit of Incorporated Legal Person

The Bidder shall submit a sworn statement according to Form No. 8 attached hereto to confirm its incorporation, in accordance with the applicable legal principles according to the laws of its country of origin. If the Bidder is a Consortium, in addition to the requirement above (applicable to each one of its members), the Bidder shall submit Form No. 9, confirming its existence and the joint liability of their Members for any taken obligations and submitted Affidavits.

5.1.3.4. Affidavit of Participation of partners or shareholders The Bidder shall submit an Affidavit, according to the sample attached hereto as Form No. 10, showing the percentage of participation in the Bidder for each one of its shareholders or partners. In the case of a Consortium, information about the percentage of participation in the Bidder for each one of its members shall also be required.

5.1.3.5. Power of Attorney of the Legal Representative The Bidder shall demonstrate that it has appointed a Legal Representative in compliance with the requirements established in Section 2.2 of the Bidding Terms.

5.1.3.6. Affidavit of No Impediments The Bidder shall submit an Affidavit, attached hereto as Form No. 11, indicating that the Bidder and any of its Members (if the Bidder is a Consortium):

• Are not subject to administrative sanctions involving a temporary or permanent impediment to participating in selection processes called for by the Government of the Republic of Peru, nor to entering into an agreement with the Government of the Republic of Peru.

• Its (their) status of concessionaire has not ever been revoked due to breach of a concession agreement entered into with the Government of the Republic of Peru under the framework of Legislative Decree No. 1012 or a private investment promotion process, as defined in the Consolidated Text of the Concessions Law, as approved by Supreme Decree N° 059-96-PCM, or the Law No. 28059, Decentralized Investment Promotion Law.

After granting the Award, the requirements shall also be fulfilled by the company that signs the Contract.

5.1.3.7. Affidavit of waiver to invoke or exercise privileges or claims

The Bidder shall submit an affidavit according to the sample in Form No. 12, signed by the Bidder's Legal Representative, indicating that the Bidder, its shareholders or partners and its members, and the latter's shareholders and partners (if the Bidder is a Consortium) have waived their rights to invoke or exercise any privilege or diplomatic immunity or other immunity, or to file a claim through diplomatic channels, or to seek compensation or similar rights, or in any


other way against the Government and its agencies, the Grantor, SEDAPAL, PROINVERSION, the Committee, its Members and Advisors, under Peruvian laws or under any other laws, with regard to their obligations under these Terms, the Economic Proposal, the Technical Proposal and the Contract.

5.1.3.8. Affidavit of No Conflicts of Interest The Bidder shall submit an affidavit according to the sample in Form No. 13, signed by the Legal Representative of the Bidder, stating that the legal and technical advisors of the Bidder have not directly rendered any type of services in favor of the Grantor, SEDAPAL, PROINVERSION or the Committee during the course of this process, whether on a full-time, part-time or temporary basis, related to the Private Investment Promotion Process referred to in these Bidding Terms.

5.1.3.9. Affidavit of Direct or Indirect participation in a Single Bidder The Bidder shall submit an affidavit according to the sample in Form No. 14, signed by the Legal Representative of the Bidder, stating that the Bidder, its shareholders, partners or Members, as well as the latter's partners or members (if the Bidder is a Consortium) have not direct or indirect participation in any other Bidder. For companies listed on stock exchanges, the participation requirement above shall be limited if such company has the control of the management of another Bidder, or of any of its members if the Bidder is a Consortium, according to the provisions in the Regulations on Indirect Property, Entailment and Economic Groups approved by CONASEV Resolution No. 090-2005-EF/94.10 and amended by CONASEV Resolution No. 005-2006-EF/94.10, its amending or substituting regulations.

5.1.4. Technical-Operational Requirements

5.1.4.1. Affidavit of Fulfillment of Technical Requirements in Operation

The Bidder shall demonstrate that the Bidder, its Members (if the Bidder is a Consortium), its Related Companies or the specialized operating company to be engaged have obtained the following experience in the past fifteen (15) years counted from the call for this Bid:

i) Operation of two (2) or more Drinking Water Plants totaling a treatment capacity of at least five cubic meters per second (5 m3/s) and uninterrupted operation during no less than three (3) years. All the processes in the plants should include coagulation, flocculation, decanting and filtering stages. One of the plants must have a production capacity of at least three cubic meters per second (3 m3/s), and

ii) Operation of one (1) (or more) pipeline(s) with an initial capacity of at least five cubic meters per second (5 m3/s) for a drinking water supply system, totaling no less than fifteen kilometers (15 Km) in length and uninterrupted operation during no less than three (3) years.

Each one of the two (2) operating experiences requires must be claimed by one company. It is allowed that a single company claims the two (2) experiences. For this purpose, the Bidder shall use its participation in previous projects provided that such participation in the company or consortium created to


operate the project, or in the company hired to operate the project, has been at least twenty-five percent (25%). To claim these experiences, the Bidder shall submit Form No. 4 and attach as a proof the certificate or equivalent document of the country of the facilities showing their technical specifications. This document must be issued by the Bidder's client. The Concessionaire shall hire a Company to act as Operator, even though the Operator is the Bidder or its Members (if the Bidder is a Consortium), or the Related Company(-ies) that proved the operating experience required for pre-shortlisting. For this purpose, the Concessionaire shall submit Form No. 5 and Form No. 19 for every company, together with the power of attorney of the respective legal representative. If the Bidder is a Consortium and the Operator, its members, when becoming shareholders of the Concessionaire, shall be severally liable to the Concessionaire for the operating quality of the Works.

5.1.4.2. Affidavit of Fulfillment of Technical Requirements in Construction The Bidder shall demonstrate that the Bidder, its Members (if the Bidder is a Consortium), its Related Companies or the specialized operating company(-ies) to be engaged have obtained the following experience in the past fifteen (15) years counted from the call for this Bid:

i) Construction of two (2) dams with a minimum filling volume according to their type:

• One concrete faced rockfill dam (CFRD) with a filling volume of one million five hundred thousand cubic meters (1,500,000 m3), and

• One loose material dam with a filling volume of three million cubic meters (3,000,000 m3)

ii) Drilling of two (2) or more tunnels with a total length of no less than twenty kilometers (20 Km) At least one of the tunnels must be a tunnel for hydraulic purposes through rock, with a continuous length of at least ten kilometers (10 Km), with a minimum section of eight square meters (8 m2).

iii) Construction of two (2) or more Drinking Water Plants totaling a treatment capacity of at least five cubic meters per second (5 m3/s). One of the plants must have a treatment capacity of at least three cubic meters per second (3m3/s) and include coagulation, flocculation, decanting and filtering stages.

iv) Installation of one (1) (or more) pipeline(s) with an initial capacity of at least five cubic meters per second (5 m3/s) for a drinking water supply system, totaling no less than fifteen kilometers (15 Km) in length.

For this purpose, the Bidder shall use its participation in previous projects, provided that such participation in the company or consortium created to operate the project, or in the company hired to operate the project, has been at least twenty-five percent (25%). To claim these experiences, the Bidder shall submit the Affidavit in Form No. 6 and attach as a proof the certificate or equivalent document of the country of the


infrastructure, showing its technical specifications. This document must be issued by the Bidder's client. The Concessionaire shall hire a Company or Companies to act as Constructor(s), even though the Constructor is the Bidder or its Members (if the Bidder is a Consortium), or the Related Company(-ies) that proved the construction experience required for pre-shortlisting. For this purpose, the Concessionaire shall submit Form No. 7 and Form No. 20 for every company, together with the power of attorney of the respective legal representative. If the Bidder is a Consortium and the Constructor, its members, when becoming shareholders of the Concessionaire, shall be severally liable to the Concessionaire for the construction quality of the Works.

5.1.5. Financial Requirements

5.1.5.1. Affidavit of Minimum Net Worth The Bidder shall submit Form No. 15, by which the Bidder claims to have a minimum Net equity for US$ 200,000,000.00 (two hundred million and 00/100 Dollars) or an equivalent amount in Nuevos Soles. This requirement may be fulfilled by adding the net equity of each member of the Bidder, in the case of a Consortium. The Bidder shall provide whether its own financial figures or those of its Members—in the case of a Consortium—its shareholders or partners, or of the shareholders or members of their Related Companies. Additionally, the Bidder shall submit, at least, audited financial statements for the years 2011, 2012 and 2013, or equivalent documents from the Bidder, if it is a legal person, or from the Members of the Bidder, in case of a Consortium, or from the respective Related Company of the Bidder. For this purpose, the Legal Representative of the Bidder shall submit an affidavit explaining its relationship with the Bidder. The Strategic Partner shall demonstrate to have at least fifty percent (50%) of the minimum Net Worth amount required. For Consortia, each member shall demonstrate to have at least five percent (5%) of the minimum Net Worth amount required. The financial information referred to in this section can be filed in the original language, provided that it is accompanied by a simple Spanish translation.

5.1.6. Authority of the Committee regarding the submitted information The Committee reserves the right to verify the accuracy of all the documents submitted by the Bidder or Pre-shortlisted Bidder during the different stages of the Bid, without this involving any limitation to the liability of the Bidder or Pre-shortlisted Bidder for the possible incompleteness or inaccuracy of the submitted data or information.


The lack of accuracy or completeness of the data and information submitted by the Bidder or Shortlisted Bidder in this Public Bid may cause its disqualification in any of the stages.

5.1.7. Validation of the Information submitted to the Committee

Starting from the submission of the short-listing documents and until the Closure Date, the Bidder or Pre-shortlisted Bidder agrees to make available to the Committee all the documents that the Committee may require in order to confirm the validity of the information submitted.

5.1.8. Validation of Legal Requirements By the Closure Date, the Awardee and each one of its Members, if the Awardee is a Consortium, shall submit to the Committee an Informative Document stating that it is not prohibited from participating in selection processes nor from entering into contracts with the Government of the Republic of Peru; the document shall be issued by the Supervisory Agency of Procurement to the Government (OSCE). If the information is determined to be false, the Award shall be revoked according to the procedure established in Section 10.3

5.1.9. Simplification Mechanism A mechanism by which any Bidders who have been pre-shortlisted and/or have submitted documents and/or affidavits in any process conducted by PROINVERSION in the last two (2) years after the date of submission of Envelope No. 1 of such public bid may request the Committee to acknowledge the validity of the documents submitted for short-listing (in Envelope No. 1) and/or any additional document submitted to demonstrate technical experience in any bid process. The Bidder who wishes to make use of the Simplification Mechanism shall:

a. Request from the Committee a Certificate of Good Standing of Pre-shortlisting Documents, indicating the name of the process for which they were submitted, as well as the documents or credentials provided for pre-shortlisting purposes. The Bidder shall also indicate the date of submission of these documents. This certificate shall not be issued for documents more than two years old. The request shall be submitted no later than twelve (12) Days before the communication referred to in Section 6.1 of the Bidding Terms. PROINVERSION shall validate the applicability of the documents to the Pre-shortlisting process of this Bid, according to the provisions in these Bidding Terms. If the applicability defined above is verified, PROINVERSION shall issue to the Bidder a Certificate of Good Standing of Pre-shortlisting Documents within ten (10) Days after the submission of the request for such certificate.

b. On the date and time set by the Committee to comply with Section 6.1 of the Bidding Terms, the Bidder shall submit the following documents in Envelope No. 1:


1. Certificate of Good Standing of Pre-shortlisting Documents. 2. An Affidavit stating that the documents referred to in the Certificate of

Good Standing of Pre-shortlisting Documents are still in force, according to the sample attached hereto as Form No. 23.

3. Any new or additional documents required for Pre-shortlisting purposes in these Bidding Terms, and

4. A copy of the payment voucher for the Participation Right.

6. SUBMISSION OF ENVELOPE No. 1 AND PRE-SHORTLISTIN G RESULTS

6.1. Submission of Envelope No. 1 The Bidder shall request the Evaluation Committee to set the date and time for filing Envelope No. 1 formally, within the term established in the Schedule. Envelope No. 1 shall be received by the Evaluation Committee and opened in the presence of a Notary Public. An Act shall be taken to leave a written record of the submission of the documents in Envelope No. 1, as well as of the number of pages of the documents included in such Envelope. The act referred to above shall include a statement of the acceptance or rejection of Envelope No. 1, as applicable. Envelope No. 1 may be only rejected if any of the documents required in the Bidding Terms are not submitted. During the evaluation subsequent to the submission of Envelope No. 1, if the Committee of the Evaluation Commission identifies the existence of Repairable Defects in the documents included in Envelope No. 1, the Bidder shall be required to solve or repair the objections within the time period determined in Annex No. 1, under penalty of being excluded from the rating process. Additionally, and in order to facilitate the examination, verification and comparison of information and requirements, the Evaluation Commission may require a Bidder in writing to clarify the information contained in Envelope No. 1, in writing, without this involving any amendments to its contents. The request for clarification and the response thereto will be made in writing, according to the provisions in the paragraph above. After the Opening of Envelope No. 1, the Bidder or any legal or natural person directly related with the process shall not be provided any information about the pre-shortlisting stage, until such Bidder is served notice of its pre-shortlisting. Within the maximum term indicated in the Schedule, the Committee, at the request of the Evaluation Commission, shall issue a pronouncement determining the Pre-Shortlisted Bidders allowed to participate in the following stages of the Bid.

6.2. Announcement of Pre-shortlisted Bidders The results of the pre-shortlisting process shall be published in a Circular until the date set out in the Schedule.


Any Pre-shortlisted Bidders may create a Consortium until seven (7) Days after the publication of the results of the Pre-shortlisting process. Notwithstanding the above, the Committee may modify the deadline for the creation of Consortia. Additionally, Pre-shortlisted Bidders may make changes to the structure of Consortia until seven (7) Days after the publication of the list of Pre-shortlisted Bidders. A new Consortium shall not be formed by more than two (2) Bidders. The New Consortium shall meet the pre-shortlisting requirements by filing Form No. 21. Within the same term, the Pre-shortlisted Bidders shall be entitled to make modifications to the construction or operation company(-ies) to be engaged provided that they have complied with the construction or operation pre-shortlisting requirements, as applicable. For this purpose, the Pre-shortlisted Bidder shall submit the documents that meet all the pre-shortlisting requirements for the new constructor or operator that are provided in the Bidding Terms. Additionally, the Pre-shortlisted Bidder shall submit Form No. 22. The changes above shall be proposed to the Committee within the term above. The Committee reserves the right to accept these changes. Any member of a Pre-shortlisted Bidder wishing to withdraw from the Consortium shall inform the Committee not later than seven (7) Days after the publication of the results of the pre-shortlisting process. For this purpose, the Pre-shortlisted Bidder shall present a new legal person to replace it, only if the Members remaining in the Pre-shortlisted Bidder do not meet the pre-shortlisting requirements. If applicable, the Pre-shortlisted Bidder shall propose the new member to the Committee for its approval within the established term. The decision of the Committee regarding the Pre-shortlisting is final and may not be challenged.

7. CONTENTS OF ENVELOPES NO. 2 AND NO. 3

7.1. Contents of Envelope No. 2 - Technical Proposa l On the date indicated in the Schedule, and if two or more Bidders are pre-shortlisted, Envelopes No. 2 and No. 3 shall be received, and Envelopes No. 2 shall be opened. Envelope No. 2 shall include:

7.1.1. Affidavit of Validity of Information

An Affidavit, according to the sample attached hereto as Form No. 17, by which the Bidder declares under oath that the information, statements, certifications and in general all the other documents submitted by the shortlisted Bidder remain in effect as of the date of opening of Envelope No. 2, and shall remain effective for up to sixty (60) Calendar Days after the Award, without prejudice to any extension of this term that the Committee may provide for.

7.1.2. Acceptance of the Bidding Terms and Contract


The Bidder shall submit an Affidavit stating its awareness and acceptance of the Bidding Terms and the final version of the Concession Contract, and agreeing that, if the Bidder is granted the Award, the Concession Contract shall be signed by a Concessionaire incorporated pursuant to Section 5.1.3. This document shall be submitted according to the sample attached hereto as Form No. 25.

7.1.3. Guarantee of Validity, Validity Term and Seriousness of the Proposal The Bidder shall guarantee the validity, validity term and seriousness of the Proposal, and provide a guarantee according to the sample in Form No. 16, which is deemed integral part of these Bidding Terms. The guarantee amount shall be defined and announced in a Circular. The guarantee of Validity, Validity Term and Seriousness of the Proposal consists of a guarantee letter that shall be issued by a Local Bank, as provided in Annex No. 4 - Appendix No. 1 of these Bidding Terms. The guarantee shall be joint, unconditional, irrevocable and automatically enforceable, without the benefit of excussio or division. Alternatively, the Committee may accept a guarantee letter or a stand-by credit letter, issued by a first rate International Financial Entity as described in Annex No. 4 - Appendix No. 2 and confirmed by a Local Bank, which may include the formalities applied by the International Financial Entity. The guarantee shall remain in force from the date of submission of the Proposal until one hundred twenty (120) Calendar Days after the date of the Award. The Committee shall provide for the extension of this guarantee period, and Bidder shall be obliged to renew it for the term established for this purpose. It should be noted that the Guarantee of Validity, Validity Term and Seriousness of the Proposal may consist of more than one letter of guarantee, each one of them with the requirements mentioned in the paragraphs above and issued by a Local Bank or a first rate International Financial Entity and confirmed by a Local Bank. In each of these letters of guarantee, the guaranteed party shall be the Pre-shortlisted Bidder and the sum of the amounts on the guarantee letters shall be equal to the amount mentioned above. The guarantee provided by a Pre-shortlisted Bidder that is not granted the Award shall be returned within fifteen (15) days after the Closing Date.

7.1.4. Technical Proposal

This document shall include the technical aspects of the projected investments for the duration of the concession, particularly those related to the works of Major Hydraulic Infrastructure and Sanitary Infrastructure. This proposal shall be prepared according to the provisions in 10 Annex No. 3.

7.1.5. Contract Final Version In addition to the documents mentioned above, a Pre-shortlisted Bidder shall submit two (2) copies of the final version of the Contract, including all the Annexes thereto, each page of which shall be initialed by the Legal Representative of the Shortlisted Bidder. The amounts to be incorporated the Contract shall not appear in the text,


since they shall be written on the Closure Date according to the successful Economic Proposal.

7.2. Contents of Envelope No. 3 - Economic Proposal

On the date indicated in the Schedule, and if two (2) or more Pre-shortlisted Bidders have submitted suitable Technical Proposals, Envelopes No. 3 containing the Economic Proposal shall be opened. The Public Bid shall be declared null and void if there are not at least two (2) valid Economic Proposals. Envelope No. 3 shall be prepared according to Form No. 1 attached to these Bidding Terms. Any Economic Proposal that does not comply with the requirements above shall be invalid. The Economic Proposals shall remain in force for at least sixty (60) Calendar Days after the granting of the Award, even though they were not successful. Any Economic Proposal with a validity term shorter than the one above shall become invalid. The Committee may extend the time period to submit Economic Proposals. For this purposes of this Bid, the submission of Envelope No. 3 by a Pre-shortlisted Bidder constitutes an irrevocable offer. An Economic Proposal implies that the Pre-shortlisted Bidder subjects itself to all the terms and conditions in the Bidding Terms, with no exceptions.

8. SUBMISSION OF ENVELOPES No. 2 AND No. 3 AND OPEN ING OF ENVELOPE No. 2

8.1. Submission of Envelopes No. 2 and No. 3 and op ening of Envelope No. 2

The submission of Envelopes No. 2 and No. 3 and the opening of Envelope No. 2 shall take place before the Committee and in presence of a Notary Public, at a place and time to be determined in a Circular on the date indicated in Annex No. 1. The delay tolerance for the beginning of the public session of submission of Envelopes No. 2 and No. 3 and the opening of Envelope No. 2 shall be thirty (30) minutes after the time set for the beginning of the public session. No more documents shall be accepted after this deadline. If all the Pre-shortlisted Bidders are present before the end of the delay tolerance, the Committee may proceed with the submission of Envelopes No. 2 and No. 3. The President of the Committee or any member replacing him or her shall begin the reception of Proposals, and shall invite the Pre-shortlisted Bidders to hand out the corresponding envelopes.

8.2. Opening of Envelope N° 2 After receiving the proposals, the Envelopes No. 2 shall be opened and the documents in them shall be verified in the same order in which they were received. The Committee shall verify the contents of the envelopes in the presence of a Notary Public. The Notary Public shall initial the margin of the submitted documents.


The submission of other Proposals, the delivery of additional documents and/or the amendment of submitted proposals shall not be accepted after having started the opening of the envelopes. Any Envelopes No. 2 that may be deemed non-conforming, i.e. not containing the documents listed in Section 7.1 of the Bidding Terms, shall invalidate the Technical Proposal and be returned unopened to the Pre-shortlisted Bidder. The Act shall include a statement of the cause of the non-conformity. After verifying the conformity of Envelopes No. 2, Envelopes No. 3 shall be signed, sealed and deposited in custody of the Notary Public until the date of the opening of Envelopes No. 3 and Award. If any of the Shortlisted Bidders during the reception of Proposals raises an objection, it shall be recorded in the session act. In addition, the comments made by a Pre-shortlisted Bidder shall not be recorded it the Pre-shortlisted Bidder refuses to sign the act.

8.3. Assessment of the Contents of Envelope No. 2

For the evaluation of Technical Proposals contained in Envelope No. 2, the Committee shall appoint an Evaluation Commission formed by representatives from SEDAPAL, the Ministry of Housing, Construction and Sanitation, among others. Additionally, and in order to facilitate the evaluation, verification and comparison of information and requirements, the Evaluation Commission may require a Pre-shortlisted Bidder to clarify the information in the Technical Proposal. The request for clarification and the response thereto shall be made in writing, within a term to be set by the Evaluation Commission, under penalty of being excluded from the assessment. If the Evaluation Commission identifies the existence of Repairable Defects in the documents included in Envelope No. 1, at the discretion of the Evaluation Commission, the Bidder shall be required to solve or repair the objections within the time period determined in the corresponding notification, under penalty of being excluded from the assessment process. The Evaluation Commission shall evaluate the Technical Proposals in Envelopes No. 2 and shall prepare an evaluation report, which shall be forwarded to the Committee for consideration. The Pre-shortlisted Bidders with suitable Technical Proposals, i.e. proposals that fulfill the minimum requirements listed in Section 7.1 of the Bidding Terms, shall be announced within the term established in the Schedule. The decision of the Committee on the results of the evaluation of Envelopes No. 2 is final and cannot be the subject of a claim or challenge by any of the Pre-shortlisted Bidders.


9. OPENING OF ENVELOPE No. 3 AND AWARD

9.1. Opening of Envelope No. 3

After the period of evaluation of Envelopes No. 2, another public session shall take place on the date established in the Schedule, in presence of the Notary Public who safeguarded Envelopes No. 3, in order to reveal to the Pre-shortlisted Bidders the results of the evaluation of Envelope No. 2 and the list of Pre-shortlisted Bidders who shall continue to the following stage. During the session described above, the Public Notary shall invite the Pre-shortlisted Bidders to verify the integrity and inviolability of Envelopes No. 3. The Technical Proposals that are not deemed suitable shall be returned by the Notary Public in unopened Envelopes No. 3 to their respective Pre-shortlisted Bidders. Immediately after that, the Notary Public shall open the Envelopes No. 3 of the Pre-shortlisted Bidders whose Technical Proposals are acceptable, one by one, and in the same order in which they were received. The Committee, in presence of the Notary Public, shall read the contents of the envelopes, and verify that the Economic Proposals agree with the provisions in the Bidding Terms. The Notary Public shall initial the margin of the submitted documents. If any of the Economic Proposals in Envelope No. 3 does not comply with the requirements provided in these Bidding Terms, such Economic Proposal shall not be considered a valid Economic Proposal by the Committee. After having opened Envelopes No. 3 and having verified their validity, the President of the Committee or any member replacing him or her shall announce the valid Economic Proposals that were provided according to the sample in Form No. 1, as well as the Bidder who submitted each one of such Economic Proposals.

9.2. Award The President of the Committee or any member representing him or her shall determine the score of the Economic Proposals by applying a calculation formula. The methodology to assign a score to an Economic Proposals shall be communicated in a Circular. The Award shall be granted to the Pre-shortlisted Bidder whose Economic Proposal obtains the lowest score.

9.3. Tie of Economic Proposals

In case of a tie in the highest score, the Committee, in presence of the notary Public, shall give an extension of two (2) hours to the two top Pre-shortlisted Bidders to provide a new Economic Proposal without leaving the room. This new proposal shall be for a smaller amount than the previous one, be signed by the Legal Representatives of the Pre-shortlisted Bidders and submitted in a new closed Envelope No. 3. In case of a new tie, one (1) additional hour will be granted to submit new Economic Proposals that are lower than the ones submitted for the first tie-break; the same requirements shall apply.


If the tie remains, the Committee, in presence of the Notary Public, shall determine the Awardee by drawing lots. This drawing of lots shall include the Pre-shortlisted Bidders whose Economic Proposals had the same score. The Award shall be granted to the Bidder whose lot was drawn.

9.4. Challenge

9.4.1. Challenge Procedure The Pre-Shortlisted Bidders that are affected and that, in the same opening act of Envelope N°3, have left evidence of their intention to file a claim against the award agreement, may file it in a term no later than eight (8) days counted since the following day of the award. The Committee shall solve said challenge within a maximum term of ten (10) days counted since the day of submission of the mentioned claim. Against the resolution of the Committee, the affected Pre-Shortlisted Bidder may file an appeal before the Steering Council of PROINVERSION within a term of three (3) days following to the acknowledgement of receipt. The appeal may be also filed against the implied resolution of rejecting challenge in the case that, once the term of ten (10) days have elapsed in order that the Committee may solve the submitted challenge, it would have not issued the corresponding resolution. In this latter case, the term to file the appeal shall be counted since the following day of the expiration of the indicated term of ten (10) Days. The appeal filed against the Express or implied resolution of the Committee shall be solved by the Steering Council of PROINVERSION within the term of thirty (30) days following to its filing. The resolution in second and last instance shall be final and un-appealable.

9.4.2. Challenge Guarantee of the Award

9.4.2.1. Constitution of guarantee. Conditions No challenge shall be validly filed and be without effect unless, in conjunction with the corresponding letter, the appellant Pre-Shortlisted Bidder submits to the Committee a banking joint and several, irrevocable, unconditional letter of guarantee, without the benefit of excussio and automatically enforceable, according to Form N°18, in favor of PROINVERSION.

Said letter of guarantee should be issued by a banking company comprised in the Appendices N°1 or N°2 of Annex N°4 of the Bidding T erms, and its amount shall be equivalent to one per cent (1%) of the Referential Investment Amount. Alternatively, we may accept a bond or stand-by letter requested by an International financial entity, provided it complies with the amount indicated in the previous paragraph and that is confirmed by a Local Bank.


9.4.2.2. Execution of Guarantee Said challenge guarantee may be executed by PROINVERSION, in case that the appeal submitted by the Pre-Shortlisted Bidder is declared unfounded or inadmissible or in case that said appeal is not submitted within the term established in Section 9.4.1 of these Bidding Terms and the corresponding express or implied resolution of the Committee remains consented.

9.4.2.3. Return of Guarantee

In case that the challenge or the filed appeal is declared unfounded, we shall return the challenge guarantee to the corresponding Pre-Shortlisted Bidder, not generating interests on its favor. The challenge guarantee referred in this section should be in force for a term of sixty (60) days counted since the Award.

9.5. Not Awarded Bid The Committee shall declare a not awarded bid, in any of the following cases: i. If in the act of delivery and reception of Envelopes N°2 and N°3 the Bidders are

not present or if only one Bidder is present; or ii. If we would have not received at least two (2) valid Economic Proposals. In the aforementioned cases, PROINVERSION may call to a new bid in a new date.

9.6. Suspension or Cancellation of the Bid The Bid may be suspended or cancelled or left without effect at any time and without expressing any cause, if the Committee deems it convenient, without incurring in any responsibility. This decision is not actionable.

10. CLOSING PROCEDURE

10.1. Closing Date The closing date of the bid will be made in the place and hour indicated by Circular and will be held in presence of a notary, who shall certify the acts referred in the following Section 10.2. The notarial expenses of said intervention shall be borne by the Awardee.

10.2. Closing Acts

10.2.1. List of Acts on the Closing Date.

On the Closing Date we should have verified the following acts:

i) The promulgation of Supreme Decree that grants, through contract, the

guarantee of the State in support of declarations, securities and obligations assumed by the Grantor, as well as the subscription of the contract of security and guarantees, according to indications made in the Contract.


ii) The Grantor and/or SEDAPAL should have made the acts necessary for the delivery of the assets within the Framework of the project, according to indications made in the Contract.

iii) The submission by the Awardee who subscribes the Contract, regarding the

company and the members of the Consortium, of the evidence of not been disabled to participate in selection processes neither to contract with the State issued by OSCE. In case of determining the existence of falsehood in the provided information, we shall revoke the Award.

10.2.2. Documents to deliver. The Awardee shall deliver the following documents:

i) As provided in Section 5.1.3.2, the Awardee should submit the documentation

that credit the registration in the corresponding Registry Office of the bylaw of the legal person who will subscribe the Contract, which should be incorporated in Peru, with the same Partners, shareholders, or members and in the same proportions that they kept on the date of the award, with the minimum social capital subscribed that is indicated in the same section. To credit the minimum social capital, subscribed and paid, which is indicated in Section 5.1.5 literal a) the Awardee shall deliver a simple copy of the corresponding deed with the registration evidence, or the certificate of income in the Public Registry of the notary parts of the public deed that enables the registration that reflects a subscribed and paid capital of the indicated amount. In this last case, the Concessionaire shall submit to the Grantor the registration evidence within 45 days after the Closing Date.

ii) Testimony of the power of the person who will subscribe the Contract on behalf of the Concessionaire, with the evidence of its registration in the corresponding Registry Office, according to Section 2.2.4. • The Concessionaire should deliver a copy of the documents where it is

evidenced that its internal competent bodies have approved the Contract. • The Concessionaire should submit the proposal of insurance policies and a

list of companies of the sector that will cover the same, according to the provisions established in the Contract.

iii) Performance Bond of the Contract, according to Section 12 of the Bidding

Terms.

iv) Evidence of the deposit in the account indicated by PROINVERSION, corresponding to the reimbursement of expenses of the process, which amount will be communicated through Circular.

v) Evidence of the deposit in the account indicated by PROINVERSION,

corresponding to the contribution to FONCEPRI, which amount will be communicated through Circular.

vi) Four (4) copies of the final version of the Contract in printings that will be delivered by PROINVERSION.


10.2.3. Obligations in charge of the State

PROINVERSION shall return to the Awardee the Guarantee of Validity, Validity Term and Seriousness of the Proposal.

10.3. Execution of the Guarantee of Validity, Valid ity Term and Seriousness of the

Proposal If the Awardee fails to comply any of its obligations foreseen for the Closing Date, which are indicated in Section 10.2 of the Bidding Terms, due to reasons that are attributable to him, PROINVERSION may execute the Guarantee of Validity, Validity Term and Seriousness of the Proposal of the Awardee, immediately and without need of prior notice. The execution of said guarantee does not limit or restricts any other right that PROINVERSION might have before the Awardee who failed to comply its obligations with relation to its proposals. In case of verifying the non-compliance of the Awardee, the Committee shall grant the Award to the Pre-Shortlisted Bidder whose Economic Proposal would be in second place according to indications made in Section 9.1. In that case, the Committee shall notify the Pre-Shortlisted Bidder of said proposal, communicating its decision to declare it as new Awardee, and informing the closing procedure and the date, hour and place in which it shall be held.

10.3.1. Legal actions in case of non-compliance Without prejudice of the provisions made in the foregoing section, PROINVERSION and/or the Committee may initiate all the legal actions permitted by the laws and Applicable Provisions as direct or indirect consequence of the non-compliance of the original Awardee of the Award or the Bidder that submits false information in any instance of the Bid.

10.3.2. Effectiveness of the Contract The contract will be in force and shall have full legal effects on the Closing Date, after being subscribed by the Legal Representative of the Concessionaire and by the representative duly credited of the Grantor. The Closing Date will be identified for all its effects as the date in which the Contract is subscribed.

11. GUARANTEE OF VALIDITY, VALIDITY TERM AND SERIOS NESS OF THE PROPOSAL

11.1. Submission of Guarantee - Conditions

The Pre-Shortlisted Bidder should guarantee the validity, validity term and seriousness of the proposal and the compliance of the obligations foreseen for the Closing Date, through the submission of a Joint and several, irrevocable, guarantee without the benefit of excussion, unconditional and automatically enforceable, in favor of PROINVERSION.


The Guarantee of Validity, Validity Term and Seriousness of the Proposal must meet the following conditions:

• It shall be granted as banking letter of guarantee and should be submitted

according to the Bidding terms of the model included as Form N°16. Likewise, it should be issued by a banking company. Said guarantee should be in force since the date of submission of the Proposal until one hundred and twenty (120) calendar days after the Award.

• In case of the Awardee, the referred guarantee should be in force, until the Closing

Date, or should be extended for the term indicated by the Committee. • Alternatively, we may accept a bond or stand-by letter requested by an

International financial entity, which may take the formality used by the International financial entity that makes the transaction, provided: (i) it fulfills with the requirements established in the model of Form N°16, (ii) it is in force according to the term established in the previous paragraph; and (iii) is confirmed by a local bank according to the provisions set forth in Appendices N°1 and N°2 of Annex N°4, respectively.

• The amount of the guarantee shall be determined by Circular.

11.2. Return of the Guarantee of Validity, Validity Term and Seriousness of the Proposal The Guarantee of Validity, Validity Term and Seriousness of the Proposal submitted by a Pre-Shortlisted Bidder that is not the Awardee shall be returned within fifteen (15) days counted since the Closing Date. In case of cancellation of this Bid, the return of the Guarantee of Validity, Validity Term and Seriousness of the Proposal submitted by the Pre-Shortlisted Bidder will be made when said cancellation is spoiled.

12. PERFORMANCE BOND OF THE CONTRACT

12.1. Conditions On the Closing Date, the Awardee should deliver the Performance Bond of the Contract that guarantees the correct and timely compliance of all and each one of the obligations resulting from the Contract. The opportunity of submission, as well as the amounts and effectiveness of the Performance Bond of the Contract, should be made according to the provisions established in the Contract.

12.2. Form of Constitution

The Performance Bond of the Contract will be constituted by a letter or several banking letters of guarantees issued by a banking company, and they should be Joint and several, unconditional, irrevocable, without the benefit of excussio and automatically enforceable, which should be annually renewed, in order to keep them


in force, according to the provisions established in the previous section and in the model of the Performance Bond of the Contract, included in Annex N°4. Alternatively, we may accept a letter of guarantee or stand-by letter requested by an International financial entity, which may take the formality used by the International financial entity that makes the transaction, provided: (i) it complies with the requirements that are established in the model of Annex N°4,(ii) it is in force according to the term established in the previous paragraph; and (iii) is confirmed by a local bank according to the provisions established in Appendices N°1 and N°2 of Annex N°4.

13. FINAL PROVISIONS

13.1. Legal Applicable Regime These Bidding Terms, the Member document and the Contract will be governed and shall be construed according to the Laws and Applicable Provisions indicated in Section 1.4.

13.2. Jurisdiction and Competence

The Bidders, Pre-Shortlisted Bidders and the Third Parties who are members of Consortia, the Awardee and the Concessionaire submit and irrevocably accept the jurisdiction and competence of judges and courts of the city of Lima, Peru, to solve any of the conflicts that might arise between them regarding these Bidding Terms, and expressly and irrevocably waive to any diplomatic claim, and to any right to initiate actions of any nature before any other venue or jurisdiction. It shall not be applicable any provision that modifies, alters or cuts the right of the State, of the Grantor, of SEDAPAL, of PROINVERSION or of the Committee, to initiate any judicial action or execute a judgment obtained in Peru, before the judges and courts of other jurisdictions, waiving the Bidders, Pre-Shortlisted Bidders and Third Parties who are members of consortia, the Awardee and the Concessionaire to invoke or to exercise any immunity or privilege that they might have right in said jurisdictions, without reserve nor limitation, accepting from now on and for the mere fact of participating in the Bid, to the election of the jurisdiction or alternative jurisdictions made by the State, the Grantor, SEDAPAL, PROINVERSION and the Committee, as appropriate.

13.3. Reimbursement of Expenses of the Process

The Awardee or the legal person that it incorporates, should reimburse to PROINVERSION on the Closing Date, for the concept of preparatory expenses of the process, an amount, that will include the VAT, which amount will be timely communicated by the Committee through Circular.

13.4. Contribution to FONCEPRI In reference to subsection c) of Article 1 of Supreme Decree N°021-98-PCM, we will fix an amount in favor of FONCEPRI which amount will be communicated through Circular.


13.5. Prior Report of the Comptroller General of th e Republic By Agreement of the PROINVERSION´ Steering Council, in the meeting of June 30 2005, we may only receive technical and economic proposals by the Bidders of the process of promotion, as far as we have received from the Comptroller General of the Republic the report, without objections, or if they have been solved or corrected.


ANNEX N°1: SCHEDULE The dates of the activities of the Schedule are the following:

Activity Day

Call and publication of Bidding Terms D (15.02.14) Publication of the First Project of the Contract D + 60 Closure of First Round of consultations to the Bidding Terms D + 60

Replies to the First Round of consultations to the Bidding Terms

D + 120

Closure of suggestions to the First Project of the Contract D + 120 Publication of the Second Project of the Contract D + 150 Closure of suggestions to the Second Project of the Contract D + 180

Publication of the Third Project of the Contract D + 200 Closure of the Second Round of consultations to the Bidding Terms

D + 200

Replies to the Second Round of consultations to the Bidding Terms

D + 220

Closure of suggestions to the Third Project of the Contract D + 220 Publication of the Project of the Final Version of the Contract

D + 240

Maximum Term for the submission of Envelopes N°1 10 business days after Publishing the

Project of the Final Version of the Contract

Publication of the Pre-Shortlisted Bidders 10 business days after the maximum

term for the submission of Envelopes N°1 Maximum term of Bidders to communicate the conformation or modification of Consortia

Until 5 business days after the publication of Pre-Shortlisted Bidders

Communication giving conformity to the conformation or modification of the Consortium

Until 4 business days of the maximum term to the Bidders to communicate the

conformation or modification of Consortia

Access to the Center of Specialized Information Until 1 business day before the

submission of Envelopes N°2 and N°3 Publication of the Final Version of the Contract approved by the Steering Council of PROINVERSION

20 business days after Publishing the Project of Final Version of the Contract

Reception of the Previous Report of the Comptroller General of the Republic

10 business days after the publication of the Final Version of the Contract

Proposals: Submission of Envelopes N°2 and N°3 (Technical and Economic Proposal)

15 business days after the publication of the Final Version of the Contract

Announcement of the assessment results of the Technical Proposals

5 business days after the submission date of Envelopes N°2 and N°3

Opening of Envelope N°3 and Award 5 business days after the date of

submission of Envelopes N°2 and N°3 Closing Date It will be communicated through Circular

The Committee may modify the dates of the Schedule at any time, which will be communicated to the stakeholders through Circular. Except where expressly stated otherwise, the maximum term of the day, will expire at 17:00 hours of Lima – Peru (UTC).


ANNEX N°2: NON-DISCLOSURE AGREEMENT Lima, ......... ............................. 20.... Messrs. PROINVERSION Committee in Projects of Infrastructur e and Social Public Services, Mining, Sanitation, Irrigation and Agrarian Issues -PRO DESARROLLO Private Investment Promotion Agency - PROINVERSION Bidder: .........................

........................................................................ (name of Bidder), duly represented by its.................................................... (position of the subscriber), Mr. ............................................................................................ (name of subscriber), identified with ..................., N°....................... ....... with domicile at.............................................................................................................................. we hereby declare our interest to access to the Center of Specialized Information, according to the Bidding Terms of the Bid of Comprehensive Projects of the “Headworks and Conduction for the Supply of Drinking Water for Lima” Project.

On this matter, we are committed to keep confidentiality regarding all the information obtained in the Center of Specialized Information, to do not disclose any material or information to third parties without prior written authorization of the Committee, to do not use information for any other purpose that is not related with the process of the Bid and to do not use the information that might generate conflicts with the interests of the State, the Grantor, SEDAPAL, its officers or dependencies, PROINVERSION and the Committee. The materials obtained in the Center of Specialized Information will be only put at the disposal of our personnel, executives and consultants, for issues related with the Bid. Said personnel shall know this agreement and will be equally obliged to keep confidentiality regarding the aforementioned information. We shall take all the actions that are reasonable to prevent the disclosure of any information to any person, without the prior written consent of the Committee. No license or right has been or shall be granted to our advisors with relation to the disposition of any information comprised in this agreement. We accept that none of the information provided, any material, discussion, negotiation or other related issues, are an offer by the Committee or on behalf of them, and will not be the basis or shall be taken into account in connection with any agreement, except when it has been expressly agreed in written with the Committee. Upon request of the Committee we accept to immediately return all the copies of all the documents that were placed at our disposal, or at the disposal of our representatives or advisors. We equally accept that the Committee is not committed neither obliged to provide the access to additional information or to update the information and the materials available or to correct any inaccuracy that might appear. This agreement will not be applied to the information that: (i) on the date in which it was disclosed to us or to our advisors was of public knowledge or at any time since that


opportunity is of public knowledge (excepting those information subject matter of non- compliance of this agreement by us or our advisors), or (ii) on the date, is already legally in our power and, therefore, is not subject to the confidentiality commitment. The rights and obligations established in this document will be governed and construed according to the provisions of Peruvian laws and the parties agree to irrevocably submit to the jurisdiction and competence of judges and courts of Lima, Peru. In agreement of all the terms and conditions of this non-disclosure agreement, we sign and deliver a copy to , on ..... ................................. 20.... Signature ..................................... Name ................................................... Entity ................................. (Bidder)


ANNEX N°3: TERMS OF REFERENCE

1. BACKGROUND The city of Metropolitan Lima, capital of Peru, is located in the dry region of the Peruvian coast where the water resource is critically scarce. This city concentrates almost the third part of the population of the country, and is currently supplied with water resources, both surface and underground, that comes from the Chillón, Rímac-Alto Mantaro and Lurín basins. SEDAPAL is the utility in charge of the supply of water and sanitation services to Metropolitan Lima, which population is estimated in 8.6 million inhabitants for 2013, and 12.5 million inhabitants for 2040. To attend this demand of water and sanitation services, SEDAPAL has recently executed hydraulic infrastructure works (Huascacocha-Marca IV in 2012) with the purpose to increase the availability of surface water in Rímac river, as well as production works of drinking water, as the case of the Treatment Plant of Drinking Water Huachipa I in 2011. However, SEDAPAL estimates that in the medium run the available supply will be on deficit with regard to the demand, not only in terms of impoundment of surface water, but also in the capacity of drinking water production. In that sense, the Ministry of Housing, Construction and Sanitation in September of 2012, requested to PROINVERSION the promotion of the “Headworks and Conduction for the Supply of Drinking Water for Lima” Project, for the delivery in concession to the private sector under the modality of a Bid of Comprehensive Projects.

2. PURPOSE AND SCOPE The “Headworks and Conduction for the Supply of Drinking Water for Lima” Project has the purpose to increase the availability of drinking water to supply part of the districts of the East and South of Metropolitan Lima, for which we foresee: - Capture, channel and dam surface waters of the high basin of Yaulien (verificar)

river, the lagoons Pomacocha and Huallacocha Bajo during the rainy season, - Transfer in times of drought, Damned Waters in Pomacocha and Huallacocha Bajo

lagoons to the Blanco river in the high basin of Rímac river. - Produce drinking water in the Treatment Plant of Drinking Water Huachipa II

located in the Huachipa sector of the district of Lurigancho-Chosica from the surface water captured from Rímac river.

- Drive and store drinking water coming from the Plant of Treatment of Drinking Water Huachipa II until its delivery to SEDAPAL for its later distribution to part of districts of the East and South of Lima.

3. SCOPE AND DESCRIPTION OF THE PROJECT The project has 2 scope of main influence:


- The province of Yauli (Department of Junín) where intakes, canals and dams of Pomacocha and Huallacocha Bajo lagoons are located, as well as bypass tunnel, which will arrive to the basin of Blanco river in the province of Huarochirí (Department of Lima).

- The province of Lima (Department of Lima) where the Plant of Treatment of Drinking Water Huachipa II will be located, the conduction line to the south “South Branch”, the compensation reservoirs and the interconnection works that enable to supply part of districts of Ate-Vitarte, Santa Anita, La Molina, Santiago de Surco, Pachacamac, Villa María del Triunfo, San Juan de Miraflores and Villa El Salvador.

The Project comprises the design, financing, construction, operation and maintenance of the following works:

1. Regrowth of dams Pomacocha and Huallacocha Bajo. Both are existing structures and should be conditioned to store a useful volume of seventy two million cubic meters (72 MMC) and eighteen million cubic meters (18 MMC) respectively.

2. A system of intakes and canals to capture and dispose surface waters from the streams located in both banks of Yauli river, for its transport to Pomacocha dam.

3. One trans-andean tunnel of approximately 10 km of length that allows to transfer water from Pomacocha dam to the basin of Blanco river.

4. One Plant of Treatment of Drinking Water located in the area of Huachipa (Huachipa II) allowing drinking water of five cubic meters per second (5m3/s) of surface water captured from Rímac river from the existing intake.

5. One conduction line to the South (South Branch) of approximately 26 km of length with diameters between 2000 mm and 800 mm, to transport drinking water from the HuachipaII Plant to the compensation reservoirs which are projected to be located in the districts of Ate-Vitarte, La Molina, Pachacamac and Villa María del Triunfo.

6. Six (6) compensation reservoirs projected in the districts of Ate-Vitarte (Ceres), La Molina (La Planicie and Sol de la Molina), Pachacamac (Manchay) and Villa María del Triunfo (Atocongo and Villa María) for a total of twenty four thousand cubic meters (24 000 m³) including interconnection works with the Network of primary distribution of drinking water of SEDAPAL.

The referential Graphic description of the Project with the components and capacities are schematically shown in Graphics N°1, N°2 and N° 3 which form part of these Bidding terms of reference.

4. TERMS AND PERIODS OF THE CONCESSION For purposes of this concession we have adopted a referential term of thirty (30) years, which comprises the following periods: Initial, Construction, Post-Constructive and Operation. 4.1 Initial Period

Is the period comprised between the Closing Date and the previous date of the beginning of the Construction Period. During this period that will extend during eighteen (18) months counted since the subscription of the Contract the Concessionaire should comply with the following activities:

a) Preparation and approval of Technical Files of Works;


b) Acquisition of lands or obtaining required easements; c) Obtaining environmental authorizations and the Certificate of Absence of

Archaeological Remains (CIRA); d) Obtaining permits, licenses and authorizations necessary for the construction

of Works; and e) Financial closure

The regulation of extension of the Initial Period shall be detailed in the Concession Contract.

4.2 Construction Period:

Is the period of forty two (42) months counted since the date of beginning of the Construction Period until the date of conclusion of the commissioning of constructed works. During this period we shall execute the Works, complying with the requirements established in the Bidding Terms and in the Contract.

4.3 Post-Constructive Period:

Is the initial phase of the Operation Period that comprises the five (5) first years following to the date of conclusion of the commissioning of Works. During this period the Strategic Partner may not transfer its Minimum Participation neither replace the Operator in case it is different from the Strategic Partner.

4.4 Operation Period:

Is the period that will extend from the following day to the date of conclusion of the commissioning of constructed Works until the expiration of the concession term. During this period the Concessionaire shall perform the operation and maintenance activities of Works and shall render the Service to SEDAPAL.

5. BENEFITS OF THE PROJECT The main expected benefits are: • Sustainable use of surplus water resources in rainy season for the population supply. • Increase of the hydroelectric potential of Rímac river due to the effect of the transfer

of waters from the basin of Yauli river to Blanco river. • Increase of the service coverage of drinking water in the districts of the province of

Lima which are the influence scope of the Project. • Greater continuity of the drinking water service in part of the districts of the province

of Lima which are the influence scope of the Project. • Reduction of diseases or water origin in the districts of the province of Lima which are

the influence scope of the Project. • Reduction of production and distribution costs of drinking water for SEDAPAL due to

pumping reduction from the La Atarjea Plant or from tubewells.

6. CONDITIONS OF SERVICE TO BE SUPPLIED

The main commitment of the Concessionaire will be to comply along the Concession, with the levels of service established in the Contract of Provision of Services that will be supplied to SEDAPAL, in order that it may provide the service of supply of drinking water to the users within the scope of the Project. Pre-Shortlisted Bidders shall have ample opportunity to raise the technical solutions that


they may deem as more convenient, provided, the same: (i) allow to efficiently reach the required service levels; (ii) allow the compliance of the regulations in force; (iii) adjust to the Terms of Reference and to the laws and corresponding provisions; (iv) allow to maintain self-sustainability of the Project. The Concessionaire shall prepare all the necessary studies (Technical File, environmental impact study, evaluation of archaeological remains, geotechnical studies, etc.) and obtain all the authorizations, licenses, rights, easements, among others that are necessary to execute the works foreseen in its Technical Proposal and reach the required service levels. Water delivered by the Concessionaire should comply with all the Maximum Permissible Limits established in the Regulation of Water Quality for Human Consumption, approved by S.D. N°031-2010-SA and other conditions establis hed in the Contract of Provision of Services. For the final disposition of solid waste and sludge coming from the plant of treatment of drinking water, it will be applicable the General Law of Solid Waste and other complementary regulations in force. For effluents of the plant of treatment of drinking water to be dumped to a natural water body, it will be applicable the Maximum Permissible Limits approved by S.D. N°003-2010-MINAM and, for the receiving body, the Standards of Environmental Quality for Water (ECA-Water) approved by D. S. N°002-2008-MINA M and its regulation of implementation approved by D.S. N°023-2009-MINAM, a s well as the specific regulations issued by the National Authority of Water. If during the operation stage, the regulations in force are modified, the Concessionaire should comply with the new requirements. This might result in the compensation mechanisms foreseen in the Contract.

7. AREA AND ASSETS FOR THE PROJECT The influence area of the Project is shown in Laminates N°1 and N°2, enclosed to these Terms of Reference. The Grantor shall deliver to the Concessionaire, the lands and available assets associated to the components subject matter of the Project, which will be communicated through Circular. The Technical Proposals may stick to the availability of lands, according to indications made in the previous paragraph, or may incorporate other lands identified by the Bidder and that will be acquired at its cost and transferred in property to the Grantor according to the provisions set forth in the Contract. This condition shall not be applicable to lands that are part of assets of public domain under the management of the municipalities and which use should be authorized by them. The assets will be integrated by those indicated in the preceding paragraph, as well as the works to be used, constructed and/or operated by the Concessionaire, according to the Contract.


8. AUTHORIZATIONS, PERMITS AND EASEMENTS

The Concessionaire should manage, at its cost, the authorizations, licenses, easements and others of similar nature, which are necessary, before the competent authorities, for the fulfillment of its contractual obligations.

9. MINIMUM CHARACTERISTICS OF WORKS The characteristics of works of the Project shall be defined in the Technical Proposal of each Bidder, submitted within the Framework of the Bid. However, the referred works should comply with certain mandatory minimum conditions to guarantee the expected benefits from the Concession. Said characteristics shall be expressed in the Minimum Technical Specifications and in the Minimum Requirements of the Project indicated in the Concession Contract.

10. REQUIREMENT LEVEL OF TECHNICAL PROPOSALS Technical Proposals of Pre-Shortlisted Bidders should be formulated according to the good practices of engineering, standards and techniques internationally accepted for works of this nature and shall include a descriptive memory, calculus and maps memories, which will be justified by similar experiences, Studies and field research at prefeasibility level. The preparation of the Technical Proposals shall require the compilation and analysis of existing information, and complementarily, to conduct research and/or field works, that allow justifying the feasibility of the proposed alternative. Furthermore, it should indicate the main or general technical specifications of the technology and/or process of proposed treatment, including the equipment and required materials. The documentation of Technical Proposals shall be prepared with enough level of information that allows an objective assessment, including the detail of the supporting calculation of components of the Project referred to the following aspects:

For the Major Hydraulic Infrastructure - Conditions and parameters of design: flows and characteristics of water quality;

among others; - Descriptive memory of the characteristics of infrastructure of intakes, canals, dams

and diversion tunnel, such as: location, dimensions, civil works, materials, equipment, hydraulic installations, electrical and mechanic installations, instrumentation and automation, etc.

- Memory of calculus that supports the structural design of intakes, canals, dams and diversion tunnel.

- Description of advantages of the proposed technical solution. - Identification of positive and negative impacts of the proposed technical solution

and mitigation approach. - Constructive process and security systems to be used during the construction and

operation; - Procedures to be applied during the commissioning and tests to be executed; - Execution calendar, including the term of preparation and approval of the

corresponding Technical Files.


For the Plant of Treatment of Drinking Water - Conditions and parameters of design: flows and characteristics of captured water

quality and treated water, among others; - Descriptive memory of the characteristics of infrastructure of the Plant of

Treatment of Drinking Water, such as: location, treatment processes, civil works, materials, equipment, hydraulic installations, mechanic and electric installations, instrumentation and automation, etc.

- Memory of calculus that supports the structural design of the Plant of Treatment of Drinking Water.

- Description supported with maps and/or schemes of the elements and/or main components of the Plant of Treatment of Drinking Water, including hydraulic profiles;

- Description of the advantages of the proposed technical solution; - Identification of the positive and negative impacts of the proposed technical

solution and mitigation approach. - Constructive process and security systems to be used during the construction and

operation; - Procedures to be applied during the commissioning and tests to be executed; - Management and Final Disposition of solid waste, sands, muds and other sub-

products generated by the treatment processes; - Execution calendar, including the term of preparation and approval of the

corresponding Technical Files; For the conduction line, reservoirs and interconnec tion works - Conditions and parameters of design: flows, coefficients, regulation volume;

among others; - Descriptive memory of infrastructure (conduction line, reservoirs and

interconnection works): location, layout, civil works, materials, piping type, equipment, hydraulic installations, electric and mechanic installations, instrumentation and automation, etc.

- Hydraulic calculus that supports the proposed design of the proposed infrastructure. For the case of the conduction line the hydraulic modeling should be developed in computing programs of recognized use in the market;

- Description supported with maps and/or schemes of the interconnection with the current system of supply of drinking water;

- Identification of the positive and negative impacts of the proposed technical solution and mitigation approach.

- Constructive process and security systems to be used during the construction; - Procedures to be applied during the commissioning and tests to be executed; - Execution calendar, including the term of preparation and approval of the

corresponding Technical Files; Other considerations The Concessionaire should prepare the Technical Files that are necessary for the implementation of the Project. In the preparation of the Technical File at the level of work execution, we shall not accept changes that distort the original Technical Proposal, assuming as definitive the following aspects of the Technical Proposal: - Technical solution (kind of dam, constructive method of tunnel, technology or

treatment processes). - Main or general technical specifications including equipment and required

materials. - Terms of preparatory activities, construction and equipment.


- Period and procedure for the commissioning.

11. SUPERVISION OF THE CONTRACT The Grantor shall supervise the compliance of the obligations of the Contract, according to the conditions established in it. However, for the design and execution of Works, the Grantor may select a specialized company in the supervision of the obligations corresponding to the design and construction of Works, which costs shall be borne by the Concessionaire.

12. REFERENCES OF EXISTING STUDIES ABOUT THE PROJEC T WORKS In the Center of Specialized Information we shall provide basic information and descriptive of the Project, considered in the scheme of the Contract and in the Terms of Reference. Each Pre-Shortlisted Bidder shall prepare its Technical Proposal, according to its own assessment and experience, complying with the specifications established in these Terms of Reference. The information available in the Center of Specialized Information should not be considered as a recommendation, promise or declaration regarding the future by SEDAPAL, PROINVERSION, the Committee or any of the persons related with each one of them. SEDAPAL, PROINVERSION, the Committee or any of the persons related with each one of them, shall not accept the obligation or responsibility for the accuracy or reliability of the information, neither they accept to make a declaration or express or implied contractual provision, with regard to said information.


GRAPHIC N°1 Referential Scheme for the Collection, conduction, damming a nd diversion of surface water

See translation here: The Project includes the design, financing, constr uction, operation and maintenance of:


a. Damming system in Pomacocha and Huallacocha Bajo lagoons and collection system in streams downstrea ms to store a useful total of 90 MMC.

b. Trans-andean bypass tunnel of 10 km of length f rom the Pomacocha lagoon to the basin of Blanco riv er. With these works we expect to discharge to Blanco r iver (tributary of the Rímac river) an average flow of 5 m3/s in the months of drought.


GRAPHIC N°2 Referential Scheme for the production of drinking w ater

See translation here:

The Project includes the design, financing, constru ction, operation and maintenance of: c. Plant of Treatment of Drinking Water Huachipa se cond Stage of 5 m3/s (beside the existing PTA Huach ipa I).


With these works we expect to produce 5 m3/s of dr inking water during all the year.


GRÁPHIC N°3 Referential scheme for the transportation and stora ge of drinking water

See translation here:

The Project includes the design, financing, constru ction, operation and maintenance of:


d. Conduction line “South Branch”of 26 Km. of lengt h, including the compensation reservoirs and interc onnection works with the existing primary distribution system in the districts of Ate-Vitarte, Santa Anita, La M olina, Santiago

de Surco, Pachacamac, Villa María del Triunfo, San Juan de Miraflores and Villa El Salvador. With these works we will deliver to SEDAPAL a flow of 5 m3/s of drinking water at the output of the 6 compensation reservoirs.


SHEET N°1

Influence Area of the Project (Streams, Lagoons and Tunnel)


SHEET N°2 Influence Area of the Project (Huachipa II Plant an d South Branch)

ANNEX N°4: MODEL OF PERFORMANCE BOND OF THE CONTRAC T

Lima, ……. ............ 20..... Messrs. MINISTRY OF HOUSING, CONSTRUCTION AND SANITATION Present.- Ref.: Banking Letter of Guarantee N°………….. Expiration:...................... Contract of the “Headworks and Conduction for the Supply of Drinking Water for Lima” Project Of our consideration: We hereby and upon request of our clients, Messrs ……………………. (name of the legal person) (hereinafter “the Concessionaire”) issue this Joint and several, irrevocable, unconditional bond, automatically enforceable, without the benefit of excussion for the amount of ……………….. (…………… ………….and 00/100 Dollars of the United States of America) in favor of the Ministry of Housing, Construction and Sanitation to guarantee the correct and timely compliance of all and each one of the obligations in charge of the Concessionaire resulting from the entering of the contract of “Headworks and Conduction for the Supply of Drinking Water for Lima” Project, hereinafter “the Contract”. The payment of this bond will be effective automatically without the need of any other act on your side, when we receive a written request by the Ministry of Housing, Construction and Sanitation, which should be signed by the Vice Minister of Construction and Sanitation or the person duly authorized by this organism, expressing that our clients …………………………………(indicate the name of the Concessionaire) have not complied with any of the obligations that are guaranteed by this document. Said request should be sent by notarial mean. This bond shall also guarantee the correct and timely compliance of the obligations in charge of the Concessionaire established by virtue of the provisions contained in the Laws and Applicable Provisions. Our obligations under this bond will not be affected by any dispute between the Ministry of Housing, Construction and Sanitation, SEDAPAL, or any entity of the Government of Peru and our clients. The letter of guarantee will be renewed for annual periods, to keep it in force since the Closing Date until two (2) years after the end of the Contract. Any delay on our side to honor it will accrue an interest equivalent to the maximum LIBOR rate at a year, plus a margin (spread) of 3%. The LIBOR rate will be that established by the daily Cable Reuter that is received in Lima at 11:00 a.m (UCT). of the date in which

Public Bid of Comprehensive Projects for the Concession of Project “Main Works and Conduction of Drinking Water Supply for Lima”

the payment requirement was received by notarial mean, and interests should accrue since the date in which its compliance is required and until the effective date of payment. This bond will be in force since..... ............... 20...., until..... ....... 20......, inclusive. Sincerely, Signature ……………………….. Name ………………………. Banking Entity ……………………….


ANNEX N°4 – APPENDIX N°1 LOCAL BANKS AUTHORIZED TO ISSUE THE GUARANTEES ESTA BLISHED IN THE

BIDDING TERMS

The national banks authorized to issue letters of guarantee will be those that have the minimum qualification of CP-1, category 1, CLA-1 or EQL-1 for short term obligations; A for financial strength; and AA for long term obligations. In such sense, the referential relation of banking companies that have the minimum qualification indicated in the preceding paragraph as of 2013, is included in the following list:

BANKING COMPANIES BANCO DE CRÉDITO DEL PERÚ BANCO INTERAMERICANO DE FINANZAS – BANBIF BANCO SANTANDER PERÚ BBVA BANCO CONTINENTAL BANCO INTERNACIONAL DEL PERÚ – INTERBANK CITIBANK PERÚ DEUTSCHE BANK PERÚ CREDISCOTIA MIBANCO – BANCO DE LA MICROEMPRESA SCOTIABANK PERÚ


ANNEX N°4 – APPENDIX N°2

FIRST CATEGORY FOREIGN BANKS AND LIST OF INTERNATIO NAL FINANCIAL ENTITIES AUTHORIZED TO ISSUE THE GUARANTEES ESTABLI SHED IN THE

BIDDING TERMS

1. First Category Foreign Banks:

We shall take into account the first category foreign banks included in the list approved by the Banco Central de Reserva through Circular N°007-2013-BCRP, or the regulation that replaces it. Likewise, we shall take into account the branches and/or subsidiaries of the aforementioned foreign banks.

2. International Financial Entities: • Latinamerican Reserves Fund (FLAR) Colombia • Andean Development Corporation (CAF) Venezuela • Inter-American Development Bank (BID) United States of America • World Bank (IBRD) • Any International financial entity with investment level, assessed by an entity of

recognized prestige at International level authorized for International classification. • Any multilateral institution of credit from which the State of the Republic of Peru is

member. It should be specified that the guarantees coming from First Category Foreign Banks and International Financial Entities should be confirmed by some of the Local Banks indicated in Appendix N°1 of Annex N°4.


FORM N°1: MODEL OF ECONOMIC PROPOSAL LETTER –ENVELO PE N°3

(To be incorporated through Circular)


FORM N°2: AFFIDAVIT OF COMMITMENT OF RELIABLE INFOR MATION We hereby declare under oath the following: That all the information indicated in the submitted documents is reliable.

Place and date: …..........., …..... ….................. 20… Entity …...................................................

(Bidder) Name …....................................................

(Legal Representative of Bidder) Signature .......................................................

(Legal Representative of Bidder) (In case of Consortium) Entity ...............................................

Member 1 Name ..................................................

Legal Representative of (Member 1) Signature ............................................................ Legal Representative of (Member 1) Entity ...............................................

Member 2 Name ................................................

Legal Representative of (Member 2) Signature ................................................ Legal Representative of (Member 2) Entity ............................................... Member n Name ................................................ Legal Representative of (Member n) Signature ................................................ Legal Representative of (Member n)


FORM N°3: GENERAL REQUIREMENTS FOR PRE-SHORTLISTING

AFFIDAVIT

We hereby declare under oath that: ……………….… (the Bidder, at least one of the members of the Consortium or its Related Companies) has had a participation of social capital no lesser than 25% in at least one (1) Public Private Partnership for the construction and/or operation and maintenance of infrastructure and public services, according to the indications made as follows:

Bidder / Member of Consortium / Related

Project Percentage (%) of

participation

Place and date: ..............,.......... 20..... Entity: .......................................................... Bidder Name: ...........................................................

Legal Representative of Bidder Signature ............................................................

Legal Representative of Bidder

(In case of one or more member of Consortium) Entity ...............................................

Member 1 Name ..................................................


Member 2 Name ................................................

Legal Representative of (Member 2) Signature ................................................ Legal Representative of (Member 2) Entity ............................................... Member n Name ................................................ Legal Representative of (Member n) Signature ................................................ Legal Representative of (Member n)


FORM N°4: TECHNICAL REQUIREMENTS FOR PRE-SHORTLISTI NG-OPERATION

AFFIDAVIT

We hereby declare under oath that the Bidder, its Members, in case of Consortium, its Related Company, or the specialized operator company, that shall act as Operator, has experience acquired within the last fifteen (15) years in the operation of plants of treatment of drinking water and/or conduction lines indicated as follows:

A. Name of Operator: …………………………………………. (In case that the experiences are credited by several Members of the Bidder, its Related Companies or specialized operator companies to be hired, this information will be submitted individually) i) Plants of treatment of drinking water (d/):

Characteristics of the component Period of Operation (c/) Participation

(%) (b/) Name and

location Type and

Technology

Treatment Capacity

(m3/s)

Seniority (years)

Since Until

(month – year)

(month – year)

1 2 3 4 5

TOTAL ii) Conduction lines of drinking water:

Characteristics of the component Period of Operation (c/) Participation

(%) (b/) Name and

location Piping

Material

Diameter (m) and Length

(km)

Initial Conduction

capacity (m3/s)

Since Until

(month – year)

(month – year)

1 2 3 4 5

TOTAL Notes: (a/) In case that the provided information corresponds to a Related Company of the Bidder or Member of the Bidder, we should additionally complete Section B. (b/) Enclose document (s) that support the percentage of participation (Contract, Certificates or other equivalent document of the country where the Project was executed). (c/) Enclose certificate or equivalent document of the country where the component is located, granted by the client; in which it is indicated that these have been operated or


are operating, in which we indicate the technical characteristics of said plants, according to Section 5.1.4.1 of the Bidding Terms. (d/) In the case of plants of treatment of drinking water we may not submit experience in desalination plants of seawater.

B. Explanation of the relation between the Bidder (legal person or Consortium) and its

corresponding Related Company. ___________________________________________________________________________________________________________________________________________________________________________________________________________________ (In case that the information of a shareholder or Member corresponds to another legal person, we should explain the relationship between the Related Company and the Bidder)

Place and date: .............., ............ 20..... Entity: .......................................................... Operator Name: ...........................................................

Legal Representative of Operator Signature ............................................................

Legal Representative of Operator Entity: .......................................................... Bidder Name: ...........................................................



(In case of Consortium) Entity ...............................................

Member 1 Name ..................................................


Member 2 Name ................................................

Legal Representative of (Member 2) Signature ................................................ Legal Representative of (Member 2) Entity ............................................... Member n


Name ................................................ Legal Representative of (Member n) Signature ................................................ Legal Representative of (Member n)


FORM N°5: CONTRACTING COMMITMENT OF OPERATOR

AFFIDAVIT We hereby declare under oath the following: That, we have signed a commitment to hire …………………….. (company that credited the experience in operation, hereinafter the Operator), by which in the eventuality of resulting favored with the Award according to the provisions established in the Bidding Terms, we are obliged to enter, through the Concessionaire, as established in the Contract, an operation contract, by virtue of which the Operator is severally responsible with the Concessionaire of the operation and maintenance of the Greater Hydraulic Infrastructure and Sanitary Infrastructure until two (2) years after the end of the effectiveness of the Concession Contract. Said operation contract should contain at least the terms established in the Form N°19 of the Bidding Terms. Place and date: ........., ..... ......... 20... Entity ...............................................

Bidder Name .............................................................


Legal Representative of Bidder (In case of Consortium) Entity ...............................................

Member 1 Name ..................................................


Member 2 Name ................................................

Legal Representative of (Member 2) Signature ................................................ Legal Representative of (Member 2) Entity ............................................... Member n Name ................................................ Legal Representative of (Member n) Signature ................................................


Legal Representative of (Member n) Entity ...............................................

Operator Name .............................................................

Legal Representative of Operator Signature ............................................................

Legal Representative of Operator


FORM N°6: TECHNICAL REQUIREMENTS FOR PRE-SHORTLISTI NG-CONSTRUCTION

AFFIDAVIT

We hereby declare under oath that the Bidder, its Members, in case of Consortium, its Related Companies, or the specialized constructor companies that shall act as constructors have experience acquired within the last fifteen (15) years in the construction of dams, tunnels, plants of treatment of drinking water and/or conduction lines, as detailed as follows:

A) Name of Constructor: …………………………………………. (In case that experiences are credited by several Members of the Bidder, its Related Companies or specialized constructor companies to be hired, this information shall be submitted individually)

i) Dams:

Characteristics of the component Period of Construction (c/)

Participation (%) (b/) Name and

location Type Packed

volume of dam (m3)

Height and width of dam

(m)

Since Until

(month –year) (month – year)

1 2 3 4 5

TOTAL ii) Tunnels:



location

Diameter (m) or

Section (m2)

Length (Kilometers)

Type of perforated

ground

Since Until

(month – year)

(month – year)

1 2 3 4 5 TOTAL

iii) Plants of treatment of drinking water (d/):

Characteristics of the component Period of Construction (c/) Participation (%)

(b/) Name and location

Type and Technology

Treatment Capacity

(m3/s)

Seniority (years)

Since Until

(month –year) (month –year)

1


2 3 4 5 TOTAL

iv) Conduction lines of drinking water:



location Piping

Material

Diameter (m) and length

(km)

Initial Conduction

Capacity (m3/s)

Since Until

(month –year) (month – year)

1 2 3 4 5 TOTAL

Notes: (a/) In case that the provided information corresponds to a Related Company of the Bidder or Member of the Bidder, we should additionally complete Section B. (b/) Enclose document(s) that support the percentage of participation (Contract, Certificates or other equivalent document of the country where the Project was executed). (c/) Enclose the certificate of reception of work or equivalent document of the country where the Project was executed, granted by the client, in which we indicate the technical characteristics of infrastructure according to Section 5.1.4.2 of the Bidding Terms. (d/) In case of plants of treatment of drinking water, we may not submit the experience in desalination plants of seawater.

B) Explanation of the relation between the Bidder (legal person or Consortium) and its

corresponding Related Company. ________________________________________________________________________________________________________________________________________________________________________________________________________________ (In case that the information of a shareholder or Member corresponds to another legal person, we should explain the relation existing between the Related Company and the Bidder)

Place and date: .............., ............ 20.... Entity: .......................................................... Constructor Name: ...........................................................

Legal Representative of Constructor Signature ............................................................

Legal Representative of Constructor


Entity: .......................................................... Bidder Name: ...........................................................




Member 1 Name ..................................................


Member 2 Name ................................................


Legal Representative of (Member n)


FORM N°7: CONTRACTING COMMITMENT OF CONSTRUCTOR

AFFIDAVIT We hereby declare under oath the following: That, we have signed a commitment to hire ……………………….. (company that credited experience in construction, hereinafter the Constructor), by which in the eventuality of resulting favored with the Award according to the provisions established in the Bidding Terms, we are obliged to enter, through the Concessionaire, according to the Contract, a contract of construction, by which the Constructor is severally responsible with the Concessionaire of the execution of works until two (2) years counted since the delivery of the Certificate of Commissioning of works. Said contract of construction should contain at least the terms established in Form N°20 of the Bidding Terms. Place and date: ........., ..... ......... 20.... Entity ...............................................

Bidder Name .............................................................



Member 1 Name ..................................................


Member 2 Name ................................................



Legal Representative of (Member n) Entity ...............................................

Constructor Name .............................................................

Legal Representative of Constructor Signature ............................................................

Legal Representative of Constructor


FORM N°8: CREDENTIALS FOR PRE-SHORTLISTING (INCORPO RATED LEGAL PERSON)

AFFIDAVIT We hereby declare under oath that (Name of Bidder) is a legal person who is duly incorporated under the laws of.................... and is in force according to the legal principles applicable to the country of origin. Place and date: ............, ..................... 20..... Entity .................................................. Bidder Name ........................................................... Legal Representative of Bidder Signature ............................................................



FORM N°9: CREDENTIALS FOR PRE-SHORTLISTING OF CONSO RTIA

AFFIDAVIT We hereby declare under oath the following: That ........................... (Name of each one of the Members of the Consortium) have associated through a consortium in order to participate in the Bid of Comprehensive Projects of the “Headworks and Conduction for the Supply of Drinking Water for Lima” Project That ............................ (Name of each one of the Members of the Consortium) are companies incorporated according to the legislation of their country of origin and keep their existence. That....................... shall act as Operator of the Greater Hydraulic Infrastructure and of the Health Infrastructure, in compliance of the requirements imposed in these Bidding Terms. That....................... shall act as constructor of works, in compliance of the requirements imposed in these Bidding Terms. That ............................ (Name of each one of the Members of the Consortium) are joint and indivisibly liable before the Peruvian State, PROINVERSION and the Committee regarding all and each one of the obligations assumed and affidavits submitted by the Bidder in relation to this Bid. Place and date: ........ , ....... .............. 20.... Entity ...............................................

Bidder Name ............................................................


Legal Representative of Bidder Entity ...............................................

Member 1 Name ................................................. Legal Representative of (Member 1) Signature ............................................................

Legal Representative of (Member 1) Entity ............................................... Member 2 Name ................................................ Legal Representative of (Member 2) Signature ................................................ Legal Representative of (Member 2) Entity ............................................... Member n


Name ................................................ Legal Representative of (Member n) Signature ................................................ Legal Representative of (Member n) Entity ............................................... Operator Name ...............................................

Legal Representative (Operator) Signature ................................................ Legal Representative (Operator) Entity ............................................... Constructor Name ...............................................

Legal Representative (Constructor) Signature ................................................ Legal Representative (Constructor)


FORM N°10: CREDENTIALS FOR PRE-SHORTLISTING - PARTI CIPATIONS

AFFIDAVIT We hereby declare under oath that the percentage of participation of each one of our shareholders or Partners or Members is the following:

Shareholder or partner of the Bidder or Member of Consortium

Percentage of participation in the Bidder or Member of Consortium

(only those with more than 5%) 1. 2. 3. 4. 5. 6.

TOTAL In case that the Bidder is a Consortium:

Members Percentage of participation in the Bidder

Strategic Partner (indicate the Member)

1. 2. 3 4 5. 6.

TOTAL Place and date: ........................, ............. .................... 20... Entity ............................................. Bidder Name ............................................. Legal Representative of Bidder Signature ............................................. Legal Representative of Bidder (In case of Consortium) Entity ...............................................



Legal Representative of (Member 1) Entity ............................................... Member 2 Name ................................................ Legal Representative of (Member 2) Signature ................................................ Legal Representative of (Member 2) Entity ............................................... Member n Name ................................................ Legal Representative of (Member n) Signature ................................................



FORM N°11: CREDENTIALS FOR PRE-SHORTLISTING –ABSENC E OF IMPEDIMENTS

AFFIDAVIT We hereby declare under oath that [....................................................... (Name of Bidder)], [Members of Consortium)]: 1. It is not administratively sanctioned with

temporary or permanent disqualification in the exercise of its rights to participate in selection processes called by the State, neither to contract with the State.

2. They have no ceased to be concessionaires for non-compliance of a concession

contract, entered with the State of the Republic of Peru, under the Framework of Legislative Decree N°1012 or of the process of prom otion of private investment referred in the TUO of Concessions approved by Supreme Decree N°059-96-PCM or Law 28059, Framework Law of Promotion of Decentralized Investment.

Place and date: ........ , ............... 20.... Entity ...........................................................

Bidder Name .............................................................








FORM N°12: CREDENTIALS FOR PRE-SHORTLISTING –WAIVER OF PRIVILEGES

AFFIDAVIT

We hereby declare under oath that (Name of Bidder), as well as its shareholders, Partners, or Members and the shareholders and Partners of these latter, waive to the following: 1. To invoke or exercise any privilege or diplomatic immunity or of any other kind. 2. To submit any claim by diplomatic mean and to any compensation right or other with

relation to any claim that might be initiated for or against the State, the Grantor, SEDAPAL, PROINVERSION, the Committee, its members and Advisors, under the Peruvian law or under any other legislation regarding our obligations in connection to the Bidding Terms, the Economic Proposal, the Technical Proposal and the Contract.

Place and date: ....... , .................... 20.... Entity ...........................................................

Bidder Name .............................................................








FORM N°13: CREDENTIALS FOR PRE-SHORTLISTING – ABSEN CE OF CONFLICTS OF INTERESTS

AFFIDAVIT We hereby, (Name of Bidder) declare under oath that our legal and technical advisors have not rendered directly any kind of services in favor of the Grantor, SEDAPAL, PROINVERSION or the Committee during the development of this process, whether full time or partial or eventual type, linked with the referred process of Promotion of Private Investment. Place and date: ........ , ....... ........... 20.... Entity ........................................ Bidder Name ...........................................................




Legal Representative of (Member 1) Entity ............................................... Member 2 Name ................................................ Legal Representative of (Member 2) Signature ................................................ Legal Representative of (Member 2) Entity ............................................... Member n Name ................................................ Legal Representative de (Member n) Signature ................................................

Legal Representative de (Member n)


FORM N°14: CREDENTIALS FOR PRE-SHORTLISTING – PARTI CIPATION IN ONE SINGLE BIDDER

AFFIDAVIT We hereby declare under oath that (Name of Bidder), its shareholders, Partners or Members, Partners or shareholders of these latter, if applicable, do not have direct or indirect participation in any other Bidder. (Applicable only for corporations that have listed their shares in the Stock Exchange). We hereby declare under oath that ...................................................... (Name of Bidder), its shareholders, Partners or Members, if applicable, do not have direct or indirect participation in any other Bidder where they exercise the control of the administration of some of its Members in case of Consortium according to the provisions set forth in the Regulation of Indirect Property, Entailment and Economic Groups approved by Resolution CONASEV N°090-2005-EF/94.10 modified by Resolution CONASEV N°005-2006-EF/94.10 or regulation that modifies it or replaces it. Place and date: ....... , ....... .................. 20... Entity ...........................................................

Bidder Name .............................................................

Legal Representative of Bidder Signature ...........................................................



Legal Representative of (Member 1) Entity ............................................... Member 2 Name ................................................ Legal Representative of (Member 2) Signature ................................................ Legal Representative of (Member 2) Entity ............................................... Member n Name ................................................


Legal Representative of (Member n) Signature ................................................



FORM N°15: FINANCIAL REQUIREMENTS

MODEL OF LETTER OF SUBMISSION OF FINANCIAL INFORMAT ION OF PRE-SHORTLISTING

AFFIDAVIT Lima, ......... ..................... 20.... Messrs. PROINVERSION Committee in Project of Infrastructure and Social Public Services, Mining, Sanitation, Irrigation and Agrarian Issues -PRO DESARROLLO Private Investment Promotion Agency - PROINVERSION Present.- Bidder : ......................................... ..................................... Ref.: Bid of Comprehensive Projects–“Headworks and Conduction for the Supply of

Drinking Water for Lima” Project As provided in the Bidding Terms, we hereby comply to credit the financial requirements for pre-shortlisting in the referenced Bid. A. Net Equity of Bidder

NET EQUITY US$ [ ]*

(*) The total amount indicated in this table should be the same that appears in Table B.

B. Net Equity and percentage of participation in t he Bidder of shareholders or Members of Bidder.

Shareholder, Related

or Member Note 1

US$ Net Equity (Note 2)

Participation %

TOTAL (Assign this total to Section A)

100%

Note 1: Check one “X” if the amount of Net Equity belongs to a Related Company and

additionally complete Section D. Note 2: In case of equity corresponding to shareholders, related or Members in different

currency to US$, we will use Table C.


C. In its case, conversion of amounts expressed in a currency different from

Dollar.

Bidder, shareholder, Member or Related

Company

Amount (Original Currency)

Exchange Rate

Amount (US$)

Source of Information

Note: The Exchange rate to be used will be:

a) Exchange rate of the Superintendence of Banking and Insurance, of the closing

date of Financial Statements.

b) Exchange rate published by Bloomberg or Reuters for the closing date of Financial Statements, only in case that the currency of Financial Statements of the foreign Bidder, different from American Dollar, is not in the list of the Superintendence of Banking and Insurance.

D. Explanation of the relation between the Bidder, the shareholder or Member of

Bidder and its corresponding Related Company.

In case that the amount of the Bidder, shareholder or one of its Members corresponds to another person, we should explain the relation that causes that the company is a Related Company of the Bidder, shareholder or Member of the Bidder: __________________________________________________________________________________________________________________________________________________________________________________________________________

Sincerely, Entity ......................................... Bidder Name ........................................ Legal Representative of Bidder Signature ....................................... Legal Representative of Bidder (In case of Consortium) Entity ...............................................


Legal Representative of (Member 1)


Entity ............................................... Member 2 Name ................................................ Legal Representative of (Member 2) Signature ................................................ Legal Representative of (Member 2) Entity ............................................... Member n Name ................................................ Legal Representative of (Member n) Signature ................................................



FORM N°16: MODEL OF BANKING LETTER OF GUARANTEE OF VALIDITY, VALIDITY TERM AND SERIOUSNESS OF THE PROPOSAL

Lima, ............. ................ 20... Messrs. Private Investment Promotion Agency - PROINVERSION Present.- Ref. : Banking Letter of Guarantee N°............. ................. Expiration: ................................. Of our consideration: By this document and upon request of our clients, Messrs (…Indicate Name of client …), we issue this Joint and several, irrevocable, unconditional bond, automatically enforceable, without the benefit of excussion for the amount of ………….. and 00/100 Nuevos Soles (S/. …………….) in favor of PROINVERSION, to guarantee the Validity, Validity term and Seriousness of the Proposal submitted by (…Indicate Name of Bidder or one of the Members of Bidder …) according to the terms and conditions established in the Biding Terms of Comprehensive Projects of the “Headworks and Conduction for the Supply of Drinking Water for Lima” Project. Likewise, we leave evidence that this guarantee will be effective in case that our client is declared the Awardee by the Committee and does not comply with its obligations on the Closing Date of the aforementioned Bid. The payment will be effective upon requirement by notarial mean of the Executive Director of PROINVERSION, or the person who replaces him, and any delay on our part to honor it shall accrue an interest equivalent to the maximum LIBOR rate at a year plus a margin (spread) of 3%. The LIBOR rate will be established by the daily Cable Reuter that is received in Lima at 11:00 a.m. on the date that the payment requirement was received by notarial mean, and interests should be accrued since the date in which its compliance was required and until the effective date of payment. Our obligations under this bond will not be affected by any dispute between you and our clients. The effectiveness term of this bond will initiate on …….. (date of submission of the Economic Proposal) and until........................... ....... The terms used in this bond have the same meaning of the Bidding terms defined in the Bidding Terms. Sincerely,


Signature ................................................... Name ................................................... Banking Entity ...................................................


FORM N°17: EFFECTIVENESS OF INFORMATION -ENVELOPE N °2

AFFIDAVIT We hereby declare under oath that the information, declarations, certification and, in general, all the documents submitted by (Name of Bidder) remain in force on this date and shall remain in the same way until sixty (60) days after the Award. Place and date: ......., ..................... 20... Entity ..........................................................

Bidder Name .............................................................







FORM N°18: MODEL OF CHALLENGE GUARANTEE OF THE AWAR D Lima, ........................................... Messrs. Private Investment Promotion Agency - PROINVERSION Present.- Ref. : Bid of Comprehensive Projects–“Headworks and Conduction for the Supply of

Drinking Water for Lima” Project Banking Letter of Guarantee N°..................... .........

Expiration: .................................... Of our consideration: By this document and upon request of our clients, Messrs (…Indicate Name of client …), issue a joint and several, irrevocable, unconditional bond, automatically enforceable, without the benefit of excussion for the amount of ………. and 00/100 Nuevos Soles (S/. …………….) in favor of PROINVERSION to guarantee (…Indicate Name of Bidder or one of the Members of Bidder …) for the payment of this amount in any of the assumptions indicated in the forth paragraph of this letter of guarantee. This bond will be in force until sixty (60) Business days counted since the date of submission of the challenge on the Bid; and will be effective in case that the submitted challenge is declared unfounded or inadmissible by the Steering Council of PROINVERSION; or, having obtained a resolution in this sense by the Committee, it was not appealed. It shall be expressly understood that this bond may be executed by PROINVERSION according to the provisions set forth in Article 1898º of the Peruvian Civil Code. It is expressly agreed that in order that we may proceed to honor this bond, it shall be enough a simple requirement made by notarial mean in our offices located in the address indicated below, and in which it is expressed that the submitted challenge has been declared unfounded or inadmissible by the Steering Council of PROINVERSION; or, having obtained a resolution in this sense by the Committee, it was not appealed. We are committed to pay you the total amount of the bond within a maximum term of 24 hours, counted since the date of reception of the corresponding notarial letter of the requirement. Any delay of our part to honor it shall cause the payment of compensatory interests in your favor which shall be calculated on the maximum LIBOR rate at a year, plus a Spread of 3.0%. The LIBOR rate will be established by the daily Cable Reuter that is received in Lima at 11:00 a.m. of the date in which the payment requirement was received by notarial mean, and interests should accrue since the date of requirement to honor this bond.


Sincerely, _______________ SIGNATURE AND SEAL Name of the Bank that issues the guarantee: Bank Address:


FORM N°19: AFFIDAVIT REGARDING THE OPERATION CONTRA CT By this document, in relation to the operation contract, the Concessionaire and the Operator declare under oath that the same contains the following provisions:

1. Organization and Powers That, the Operator is a corporation or commercial entity which is duly incorporated, validly existing, duly registered in the corresponding registry, according to the laws of its jurisdiction of incorporation or organization, to subscribe the operation contract and to comply with the obligations established in it.

2. Capacity That, the Operator is duly trained and competent to carry out its business, daily operations, and those operations included in the operation contract.

3. Authorization That, the Operator has the enough capacity and representation to subscribe and comply the operation contract. The subscription and compliance of the operation contract has been duly authorized according to its internal regulations or corporate regulations through any necessary social action. None of the acts required for this purpose have been modified or cancelled, and said acts are in full force.

4. Absence of Conflicts That, the subscription, delivery and compliance of the operation contract by the Operator and the performance of the acts included in it, do not violate any provision of the Laws and Applicable Provisions, neither any corporate agreement, trust agreement or contravenes any provision of the Operator´s bylaws.

5. Several Liability That, the Operator is severally liable with the Concessionaire for the Operation and Maintenance of Works, since the beginning of the operation until two (2) years after the end of the effectiveness of the Contract.

In this sense, we declare to know and accept the consequences of the non-compliance of this commitment and/or of the lack of truthfulness of the aforementioned declarations. Place and date: ................, ....... ....................... 20....

Entity ............................................... Operator

Name ............................................................. Legal Representative of Operator

Signature ............................................................ Legal Representative of Operator

Entity ...............................................

Bidder Name .............................................................



FORM N°20: AFFIDAVIT REGARDING THE CONSTRUCTION CON TRACT By this document, in relation to the construction contract, the Concessionaire and the Constructor declare under oath that it contains the following provisions:

1. Organization and Powers That, the Constructor is a corporation or commercial entity which is duly incorporated, validly existing, duly registered in the corresponding registry, according to the laws of its jurisdiction of incorporation or organization, to subscribe the construction contract and to comply with the obligations established in it.

2. Capacity That, the Constructor is duly trained and is competent to carry out its business, daily operations and those operations included in the construction contract.

3. Authorization That, the Constructor has enough capacity and representation to subscribe and comply the construction contract. The subscription and compliance of the construction contract has been duly authorized according to its internal regulations or corresponding corporate regulations through any necessary social action. None of the acts required for this purpose have been modified or cancelled, and said acts have full force.

4. Absence of Conflicts That, the subscription, delivery and compliance of the construction contract by the Constructor and the performance of the acts included in it, do not violate any provision of the Laws and Applicable Provisions, neither any corporate agreement, trust agreement or contravenes some provision of the Constructor´s bylaws.

5. Several Liability That, the Constructor is severally liable with the Concessionaire for the execution of Works, until two (2) years counted since the beginning of the Operation Period, according to the Bidding Terms and the Contract.

In this sense, we declare to know and accept the consequences of the non-compliance of this commitment and/or of the lack of truthfulness of the aforementioned declarations. Place and date: ................, ....... ...................... 20.

Entity ............................................... Constructor

Name ............................................................. Legal Representative of Constructor

Signature ............................................................ Legal Representative of Constructor

Entity ...............................................

Bidder Name .............................................................




FORM N°21: EFFECTIVENESS OF INFORMATION FOR THE INC ORPORATION OF THIRD PARTIES IN THE PRE-SHORTLISTED BIDDER

AFFIDAVIT By this document, we declare under oath that the information, declarations and in general, all the documentation submitted in Envelope N°1 by the Pre-Shortlisted Bidder ……………………….. (Name of Pre-Shortlisted Bidder), extends to the new Member of the Consortium ……………………. (Name of the new Member), and remains in force on the date, and shall remain in the same way until sixty (60) calendar days after the Award. Place and date: ................, ....... ....................... 20....

Entity ...................................................

Pre-Shortlisted Bidder Name .............................................................

Legal Representative of Pre-Shortlisted Bidder Signature ............................................................

Legal Representative of Pre-Shortlisted Bidder (In case of Consortium) Entity ...............................................





FORM N°22: EFFECTIVENESS OF THE INFORMATION FOR INC ORPORATION OF A NEW COMPANY TO BE HIRED

AFFIDAVIT We hereby declare under oath the following: That the information, declarations and in general, all the documentation submitted in Envelope N°1 by ……………………………….. ( Name of Pre-Shortlisted Bidder), extends to the new operating company / constructor to be hired …………………………… (Name of the company to be hired), remains in force on the date and shall remain in the same way until sixty (60) calendar days after the Award. Place and date: ................, ....... ....................... 20...

Entity ................................................... Pre-Shortlisted Bidder

Name ............................................................. Legal Representative of Pre-Shortlisted Bidder

Signature ............................................................ Legal Representative of Pre-Shortlisted Bidder






FORM N°23: SIMPLIFICATION MECHANISM IN THE SUBMISSI ON OF DOCUMENTATION

AFFIDAVIT We hereby declare under oath the following: That the submitted documentation ________________________________(indicate the process in which the Bidder participated)*, in order to obtain the pre-shortlisting of _______________________(Name of Bidder), on the date of subscription of this document remains in full force, not existing any variation. The referred documentation is the following: 1. (list) 2. 3. … Place and date: ................, ....... ....................... 20...

Entity ................................................... Bidder

Name ............................................................. Legal Representative of Bidder

Signature ............................................................ Legal Representative of Bidder



Legal Representative of (Member 1) Entity ............................................... Member 2 Name ................................................ Legal Representative of (Member 2) Signature ................................................ Legal Representative of (Member 2) Entity ...............................................


Member n Name ................................................ Legal Representative of (Member n) Signature ................................................


Note (*): Indicate the process carried out by PROINVERSION during the last two (2) years, on the date of submission of pre-shortlisting documents to this Bid.


FORM N°24: AFFIDAVIT OF PURCHASER LINKING OF THE RI GHT OF PARTICIPATION IN THE PRE-SHORTLISTING STAGE

We hereby declare under oath the following: That _______________________________ (Name of Bidder), acquired the Right of Participation, through ________________________________ (Name of legal person who paid said right), who is ___________________________________________ (as applicable, place: one of our shareholders or Partners or Members, or a Related Company to us or to one of our shareholders or partners or Members, or who transferred its right to participate in the Pre-Shortlisting Stage, through the assignment of rights). Place and date: …..........., …..... …................. 20… Entity …............................................

Bidder Name ........................................................

Legal Representative of Bidder Signature ........................................................





In case there is a transfer of assignment of Right of Participation, he also should subscribe this declaration: Entity …............................................


Grantor Name .....................................................

Legal Representative of Grantor Signature .....................................................

Legal Representative of Grantor

(NOTE: ENCLOSE A SIMPLE COPY OF THE PAYMENT VOUCHER OF THE RIGHT OF PARTICIPATION )


FORM N°25: AFFIDAVIT OF ACCEPTANCE OF THE BIDDING T ERMS AND THE CONTRACT

(Reference Section 7.1.2 of the Bidding Terms)

We hereby,....................................................... (Name of Pre-Shortlisted Bidder), as well as its shareholders, partners or Members and shareholders and partners of these latter, declare under oath the following:

1. That we know and accept all the provisions inherent to the Bid, the regulations

established in Supreme Decree N°059–96–PCM, Consoli dated Text of Regulations with rank of Law that regulate the Delivery in Concession to the Private Sector of Public Works of Infrastructure and Public Services (TUO) and its Regulation, Supreme Decree N°060–96–PCM, the Bidding Terms, its Circulars and the final version of the Concession Contract.

2. That we have examined and agree with these Bidding Terms, Contract and other background and documents of the same, expressly accepting the obligations imposed by the compliance of these Bidding Terms and other regulations applicable to the Concession Contract, not having any objection. Consequently, we hold harmless to PROINVERSION and its advisors, of any responsibility for eventual mistakes or omissions that might have the referred background and documents.

3. In case of resulting the Awardee of the Award, we are committed to enter the corresponding Concession Contract, through the Concessionaire.

Place and date: …..............., …... ........................ 20… Entity ….......................................................

Pre-Shortlisted Bidder Name …...............................

Legal Representative of Pre-Shortlisted Bidder Signature …...............................

Legal Representative of Pre-Shortlisted Bidder (In case of Consortium) Entity ...............................................


Legal Representative of (Member 1) Entity ............................................... Member 2 Name ................................................ Legal Representative of (Member 2) Signature ................................................ Legal Representative of (Member 2)


Entity ............................................... Member n Name ................................................ Legal Representative of (Member n) Signature ................................................



FORM N°26: AFFIDAVIT OF COMMITMENT OF INCORPORATIO N

(Applicable for Individual Bidders) We hereby declare under oath the following: 1.- That, …...........................................................................................(Name of Bidder) declares its intention to incorporate a legal person with domicile in the Republic of Peru and a capital according to the provisions established in the Concession Contract, in case of resulting the Awardee. 2.- That, the legal person to be incorporated will enter the Concession Contract of the “Headworks and Conduction for the Supply of Drinking Water for Lima” Project 3.- That in case of resulting the Awardee, we are committed to deliver the corresponding Testimony of the Public Deed of incorporation of the Concessionaire with the corresponding certificate of its registration in the Registry Office that corresponds, on the Closing Date In this sense, we know and accept that the non-compliance of this commitment shall be taken into account in order to rescind the Award granted in our favor. Place and date: …............, ….. …............... 20… Entity …............................................

Bidder Name ........................................................




FORM N°27: AFFIDAVIT OF COMMITMENT OF INCORPORATION (Applicable in the

case of Consortium) We hereby declare under oath the following: 1.- That,….................................................................................................. (Name of each one of the Members of the Consortium) have been associated through a Consortium in order to participate in this Bid. 2.- That,…..........................................................................................(Name of each one of the Members of the Consortium) declare our intention of incorporating a legal person with domicile in the Republic of Peru and a capital according to the provisions established in the Concession Contract, in case of resulting the Awardee. 3.- That, the legal person to be incorporated shall enter the Concession Contract of the “Headworks and Conduction for the Supply of Drinking Water for Lima” Project 4.- That in case of resulting the Awardee, we are committed to deliver the corresponding Testimony of the Public Deed of incorporation of the Concessionaire with the corresponding certificate of registration in the Registry Office that corresponds, on the Closing Date. In this sense, we know and accept that the non-compliance of this commitment may be taken into account in order to rescind the Award granted in our favor. Place and date: …............….. …............... 20… Entity …............................................

Bidder Name ........................................................


Legal Representative of Bidder Entity …............................................

Member 1 Name …............................................

Legal Representative of (Member 1) Signature …............................................

Legal Representative of (Member 1) Entity …............................................

Member 2 Name …............................................

Legal Representative of (Member 2) Signature …............................................

Legal Representative of (Member 2) Entity …...........................................


Member n Name …...........................................

Legal Representative of (Member n) Signature ..............................................
