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33039 Government Development Bank for Puerto Rico, Land Parcel (“Former Sears Property”) RFP of 15

GOVERNMENT DEVELOPMENT BANK FOR PUERTO RICO REQUEST FOR PROPOSAL

LAND PARCEL (“FORMER SEARS PROPERTY”) GUIDELINES, REQUIREMENTS, TERMS AND CONDITIONS

The Government Development Bank for Puerto Rico (“GDB”), in this Request for Proposal (“RFP”), solicits from Interested Parties (as defined herein), that meet and comply with the RFP’s guidelines, requirements, terms and conditions, their respective Proposals to purchase a land parcel owned by GDB identified as “Former Sears Property”, zoned “Dotacional Administrative” (“DA”), located on PR 1 (Muñoz Rivera Avenue), corner to Coll & Toste Street and PR 17 (Jesús T. Piñero Avenue), adjacent to the Tren Urbano’s “Piñero” mass-transit rail station, in the Municipality of San Juan, Puerto Rico. Former Sears Property shall be disposed on an “as is, where is, with all faults” basis. Only the Interested Parties that submit their respective Proposals based on the guidelines, requirements, terms and conditions set forth in this RFP will take part in this competitive selection process. 1. Instructions; Definitions 1.1 The instructions contained in this RFP are intended to assist the Interested Parties in preparing their

Proposals and will establish certain terms and conditions upon which their Proposals must be submitted and received by GDB. All Interested Parties must carefully read all the sections contained in this RFP.

1.2 Interested Parties may access the RFP at GDB’s Website (as defined herein).

1.3 The Proposals must include each item specified in Section 3 of this RFP, except the certifications or

documents listed in Section 3.2 or 3.3, as applicable, which will be summited to the Committee (as defined herein) on or before March 31, 2017, provided, that if they are not presented on or before said date, the Proposal shall be disqualified or rejected. All Proposals must have a table of contents and must be logically organized to facilitate GDB’s review.

1.4 As used throughout this RFP, the following terms shall have the following meanings:

1.4.1 The term “Deed of Sale” means the Property’s Deed of Sale for transfer of title or any agreement, as deemed necessary, to be entered into between GDB and the selected Interested Party that contains the terms and conditions for the purchase of the Property by the Interested Party from GDB.

1.4.2 The term “Property” means the land parcel owned by GDB, as specifically described in Appendix 1,

identified as Former Sears Property. 1.4.3 The terms “Request for Proposal” and “RFP” mean: (a) this Request for Proposal dated

March 9th, 2017, all documents bound herewith, any documents specifically incorporated into any of the foregoing documents by reference, and all addenda issued prior to the deadline for receipt of the Proposals; and (b) this competitive selection process used by GDB to rank, select, and contract with the Interested Party to purchase the Property, as per the Deed of Sale.

1.4.4 The term “Proposal(s)” means, collectively, the Proposals submitted to GDB by Interested Parties in

this RFP.


1.4.5 The term “GDB’s Website” pertains to GDB’s website http://www.gdbpr.com/about- gdb/PropertyNotices.html and means the location where the RFP and any related documents can be found.

1.5 This RFP includes Appendix 1 and Appendix 2, which will be posted on GDB’s Website on the same date that

the RFP is published. 2. RFP Procedures and Requirements 2.1 Register: Interested Parties must register as participants in this RFP by sending an e-mail to

[email protected] and include the following information:

i. Name of the natural or legal person interested in participating in this RFP (the “Interested Party”).

ii. Names of no more than two (2) authorized representatives or officials, who will address, receive, and/or attend to any communication in connection with this RFP.

iii. An e-mail address to which official communications related to this RFP may be sent. As specified further in Section 2.6, if additional information is required to prepare the Proposal, participants may send an e-mail no later than 3:00 PM on March 15, 2017, to [email protected]. All questions, answers and documents requested, related to the preparation of the Proposals, will be circulated to participants duly registered, through the e-mail address submitted, as described above. Interested Parties must be sure to follow the communication protocol described herein. An Interested Party may request in writing the opportunity to review the Property records. Prior to reviewing said records, which will be granted at GDB’s discretion, the Interested Party shall execute a non-disclosure agreement provided by GDB.

2.2 Visit to the Property. In the event that any Interested Party desires to visit the Property, GDB will permit such ocular inspections on March 10 and 13, 2017, from 8:30 AM thru 4:00 PM. An employee of GDB will be at the Property on said date and time registering the Interested Party in order to give them access to the Property.

2.3 Compliance with RFP. Interested Parties must ensure they comply with all the guidelines, requirements, terms and conditions described in this RFP in order for GDB to fully and properly evaluate each Proposal. GDB reserves the right to reject any Interested Parties’ Proposals not in compliance with guidelines, requirements, terms and conditions set forth herein.

2.4 Examination of RFP. Failure by an Interested Party to carefully review all the sections in this RFP and follow

the process shall in no way relieve it from any obligations with respect to its Proposal. Each Interested Party shall promptly notify GDB in writing of any ambiguity, inconsistency, or error it discovers upon examination of the RFP per the described manner in Section 2.1 and 2.6. The submission of a Proposal will constitute a representation by the Interested Party that it understands every guideline, requirement, term and condition of this RFP.

2.5 Addenda to the RFP. GDB reserves the right to amend the RFP at any time. Any amendments to the RFP

shall be notified via e-mail to all Interested Parties through its registered e-mails, as set forth in section 2.1. All addenda so issued shall become part of the RFP. Each Interested Party shall be responsible for checking

http://www.gdbpr.com/about-gdb/PropertyNotices.html

http://www.gdbpr.com/about-gdb/PropertyNotices.html

mailto:[email protected]



their e-mail to review any such information. Failure of any Interested Party to comply with this section shall not relieve such Interested Party from any obligation under their Proposal as submitted.

2.6 Requests for Interpretation of RFP.

2.6.1 All questions for clarification or interpretation of the meaning of this RFP and any other correspondence concerning the RFP, shall be submitted in writing using the following e-mail address: [email protected]. GDB will not be responsible for, and Interested Parties may not rely upon or use as the basis of a claim against GDB or a consultant of GDB, any information, explanation or interpretation of the RFP rendered in any fashion except as provided herein.

2.6.2 Any attempt of any Interested Party to contact directly or indirectly any member or employee of GDB,

or any consultant engaged by GDB, to assist in this RFP, with respect to any matter in connection with the RFP, by any other means than by submission of a written question or request for clarification, interpretation, or modification as prescribed in this Section and Section 2.1, or participation in interviews, discussions or negotiations as provided below, shall be sufficient cause to be disqualified from participating in this RFP.

2.7 Contractual Status of RFP. This RFP is not binding on GDB. GDB assumes no responsibility for the costs

incurred by the Interested Parties in the preparation of their Proposals. As stated above, GDB reserves the right to amend, cancel or withdraw the RFP at any time at its sole discretion. In such event, GDB will not be liable to any Interested Parties for the costs incurred by them as a result of the amendment, cancellation or withdrawal of the RFP. This RFP has been prepared solely to solicit the Proposal(s) and is not a contract offer.

2.8 Proprietary Information and Confidentiality. GDB shall have no obligation to treat any information submitted

in connection with a Proposal as proprietary or confidential unless GDB determines that the information legitimately requires such treatment, and GDB’s obligations with respect to protection and disclosure of such information shall at all times be subject to the applicable laws of the Government of Puerto Rico. GDB will seek to keep all Proposals confidential to the extent consistent with the Government of Puerto Rico Public Records Law. Upon the completion of the RFP and with the execution of the Deed of Sale, all materials received by GDB which fall within the definition of a “public record” as set forth in the Government of Puerto Rico Public Records Law shall be disclosed upon request. GDB shall have the right to use all or portions of the Proposals as it considers necessary or desirable and, by the submission of the Proposals, all Interested Parties hereby grant to GDB an unrestricted license to use the Proposals, including all materials submitted therewith.

3. Proposal Submission Requirements

All Proposals must include each of the items specified in this Section. Proposals should include a table of contents and be logically organized to facilitate GDB in its review. 3.1 Proposal Program. Detail and explain the component elements of the Proposal in connection with GDB’s

intention to sell the Property under a Deed of Sale. 3.2 Legal Person(s). Any legal person who participates in a process to acquire a property from GDB shall present, at a minimum, the following documents:



3.2.1 Registration Certificate or Certificate to do business in Puerto Rico, as applicable, and Certificate of Good Standing, issued by the Department of State;

3.2.2 Articles of incorporations and the corporate by-laws, and partnership deed or contract governing the joint venture enterprise, as applicable;

3.2.3 Resolution of its Board of Directors or governing entity, as the case may be, authorizing its participation in the process to buy the property;

3.2.4 Certificate from the Treasury Department of income tax return filing for the last five (5) years; 3.2.5 Certificate of Tax Debt from the Treasury Department. Should there be any debt, it must show an

authorized payment plan and a certification stating that the company is in compliance with said plan; 3.2.6 Certificate from the Municipal Revenue Collection Center of movable property tax return filing for the

last five (5) years; 3.2.7 Certificate of Debt from the Municipal Revenue Collection Center for taxes on movable and

immovable property (Certification of Debt for All Concepts). Should there be any debt, it must show an authorized payment plan and a certification stating that the company is in compliance with said plan; and

3.2.8 Negative Certificate of Debt for Unemployment Insurance and Temporal Non-occupational Disability Insurance taxes, and Negative Certificate of Debt for the Chauffeur’s Insurance from the Department of Labor and Human Resources. Should there be any debt, it must show an authorized payment plan and a certification stating that the company is in compliance with said plan.

3.3 Natural Person(s). Every natural person who participates in a process to acquire a property from GDB shall

present the following documents:

3.3.1 Certificate from the Treasury Department of income tax return filing for the last five (5) years; 3.3.2 Certificate of Tax Debt from the Treasury Department. Should there be any debt, it must show an

authorized payment plan and a certification stating that the company is in compliance with said plan; 3.3.3 Certificate from the Municipal Revenue Collection Center of movable property tax return filing for the

last five (5) years; 3.3.4 Certificate of Debt from the Municipal Revenue Collection Center for taxes on movable and immovable

property (Certification of Debt for All Concepts). Should there be any debt, it must show an authorized payment plan and a certification stating that the company is in compliance with said plan;

3.3.5 Negative Certificate of Debt for Unemployment Insurance and Temporal Non-occupational Disability Insurance taxes, and Negative Certificate of Debt for the Chauffeur’s Insurance from the Department of Labor and Human Resources. Should there be any debt, it must show an authorized payment plan and a certification stating that the company is in compliance with said plan; and

3.3.6 Certificate from the Child Support Administration stating that the person has no outstanding child support debt.

3.4 Interested Party’s Organization. Include a detailed profile of the Interested Party’s owners / shareholders, legal

relationships, principals and principals’ résumés. Also, include a description of the Interested Party’s place of business, main offices physical address, physical / mail delivery address, telephone and electronic mail addresses, and Interested Party’s web page. Include a summary of how the Interested Party was formed and the nature of its business. Each Interested Party should designate a primary contact person for GDB and its consultants to contact and include his or her contact information (full name, corporate title, telephone, and electronic mail).


3.5 Financials. Include the following (but not limited to): (a) credit references from Interested Party’s financial institutions, (b) Interested Party’s audited financial statements (last two years, if available), and (c) documentation that shows that the Interested Party has the available funds to execute the purchase payment to GDB or a letter of commitment for credit.

3.6 The Interested Party and all its members / owners / shareholders (if legal person) must be in Good Standing with

GDB and the Government of Puerto Rico. The Interested Party and all its members, owners and/or shareholders must certify that they are not a defendant nor are they part of a lawsuit or claim against the Government of Puerto Rico nor GDB.

4. Evaluation and Selection Criteria GDB will use the following criteria to evaluate, consider, rank, determine and select the Proposal to be awarded. In its evaluation, GDB may consider all information contained in the Interested Parties’ Proposals and any other information obtained by GDB. For each part of the RFP process, GDB will review the Proposals and conduct whatever additional research and due diligence it deems necessary in order to fully evaluate the Proposals. The Evaluation and Selection Criteria herein are not necessarily listed in order of importance. GDB reserves the right to refuse any and all Proposals at is full discretion. 4.1 Payment to GDB or the Economic Offer. This represents the payment to purchase the Former Sears Property

from GDB, in connection with the execution of the Deed of Sale. Closing shall occur with full payment within sixty (60) days of the notice of award.

4.2 A commitment for any financing arrangement must be provided in the Interested Party’s Proposal submission. 4.3 Included in the Proposal, evidence and verifiable documentation that presents that the Interested Party has

the available funds to execute the purchase payment to GDB, or a letter of commitment for credit. 4.4 The appraisal value of the Property. 4.5 The best use of the Property. 4.6 The plan proposed for use of the Property and the consistency with urban and economic development plans

of the central, municipal, or federal governments. 4.7 The economic, social, urbanistic, or aesthetic impact on Puerto Rico. 4.8 Any other factor that GDB or the Committee (as defined below), at their sole discretion, deems necessary

and convenient or relevant. 5 Submission of Proposals

Proposals in response to the RFP must be submitted personally or via certified mail in accordance with this Section, by no later than 4:00 PM (Puerto Rico time) on March 24th, 2017 (the “Proposals Submission Date”) addressed to the Properties Committee of the GDB (hereinafter, the "Committee") to the following address:

If personally delivered to: Properties Committee

Government Development Bank for Puerto Rico Roberto Sánchez Vilella (also known as Minillas) Government Center

Stop 22 ½, Promenade Floor Comptroller’s Office Santurce, PR 00907


If via certified mail to: Attn. Properties Committee

Government Development Bank for Puerto Rico PO Box 42001

San Juan, PR 00940-2001

All Interested Parties must submit:

a) One (1) signed original Proposal with a notarized RFP Proposal Certification Form (Appendix 2), b) A CD or USB/pen drive containing the Proposal and Appendix 2, and c) A non-refundable filing fee of $1,000 payable to the Government Development Bank for Puerto Rico

through a manager’s check. Proposals must be submitted in a sealed package(s), marked with the name and address of the Interested Party and the words “RFP – Former Sears Property”. No Proposal will be accepted without compliance with this Section.

6 Receipt of Proposals

6.1 Interested Parties are solely responsible for delivery of their Proposals. Proposals must be received by the

Proposals Submission Date. Proposals, attachments or any portions thereof received after the Proposals Submission Date will not be accepted.

6.2 At any time prior to the Proposals Submission Date, Interested Parties may submit an amendment to a Proposal

that it previously submitted. Any such amendment to a submitted Proposal must be submitted in writing in the same manner as the original Proposal. GDB reserves the right to disregard any amendment submitted that does not indicate clearly the proposed modifications to the original Proposal.

6.3 GDB will review the Proposals on or after the Proposals Submission Date. Proposals will not be available

publicly, but a register will be maintained of those Interested Parties submitting timely Proposals. The register of the Proposals will be available for public inspection.

6.4 Rejection of Proposals. GDB reserves the right to reject any or all Proposals if it determines that such action is

in the best interests of GDB. Any conditional or unintelligible Proposal will be considered invalid and will be rejected by GDB. In addition, GDB will consider a Proposal incomplete in the event it is not prepared and submitted in accordance with the guidelines, requirements, terms and conditions of this RFP, or which contains alterations, contingencies, additions not called for, errors or irregularities of any kind. Incomplete Proposals will be rejected. GDB reserves the right to waive any and all informalities or minor irregularities.

6.5 Evaluation of Proposals. Proposals submitted in accordance with all of the guidelines, requirements, terms and

conditions of this RFP and not rejected as provided in this RFP, will be evaluated by GDB, in accordance with the terms and conditions of this RFP. All Interested Parties are advised that GDB, at its full discretion, may conduct interviews with any Interested Party.

6.6 Request of Additional Information. Any time after GDB receives the Proposals, GDB may give written notice to

Interested Parties to furnish additional information relating to their Proposals and may give written notice to the Interested Parties to meet with designated representatives of GDB with respect to their Proposals. Neither the furnishing of the RFP to the Interested Parties, nor the submission of any materials, or other information by the


Interested Parties, nor the acceptance thereof by GDB, nor any correspondence, discussions, meetings or other communications between the Interested Parties and GDB, nor anything stated by GDB in or at any such correspondence, discussions, meetings or other communications, shall be construed or interpreted by the Interested Parties to mean that GDB has made a determination that the Interested Parties shall be designated to participate in the RFP, nor deemed to impose any obligations whatsoever on GDB to compensate or reimburse the Interested Parties for any costs or expenses incurred in connection with its response to this RFP.

6.7 RFP Schedule. GDB expects to follow the schedule set forth below. The schedule may be subject to change at

GDB’s sole discretion. The below schedule is not inclusive of all dates outlined in this document.

Issuance of the RFP : March 9, 2017

Conducting Property Site Visits by Interested Parties March 10 and 13, 2017

Submission of Interested Party’s Question(s) / Clarification(s) via Email

: No later than 3:00 PM on March 15, 2017

Issuance of GDB Answers / Addenda via Email : March 22, 2017

Submissions of Proposals : No later than 4:00 PM on March 24, 2017

Conducting of Interviews / Presentations : March 27, 2017 through March 31, 2017

Selection and Notice of the Awarded Proposal to Selected Interested Party

: On or before April 7, 2017

Notice of Award to Other Participants : Within Thirty (30) Days of Award

Submission of Motion for Reconsideration : Within Twenty (20) Days of Postmark on Notice of Award to Other Participants

7 Award

7.1 GDB Board of Directors Approval. In all cases, the selection of the awarded Proposal and the execution of the

Deed of Sale, or if necessary, a purchase and sale agreement, shall require the approval of GDB’s Board of Directors. Furthermore, GDB’s Board of Directors may define other specific clauses which shall be included in the Deed of Sale, or also adopt additional terms and conditions, or contractual clauses, including but not limited to, prohibition to sell, right of first refusal and repurchase, among others, all of which must be considered or incorporated in the Deed of Sale or in any purchase and sale agreement to be executed by the parties before the execution of the Deed of Sale, as deemed necessary and pursuant to the adopted Resolution containing the terms and conditions applicable or related to the sale of the Property.

7.2 Notice of Award. Based on its evaluation of the Interested Party’s Proposal and the Evaluation and Selection Criteria, GDB will determine the awarded Proposal. GDB will notify the result to all participants by certified mail with return receipt requested within a thirty (30) day term after the award and by electronic mail.


7.3 Acceptance and Execution of the Deed of Sale or Purchase and Sale Agreement. Based on the awarded Proposal, GDB may enter into a Deed of Sale, or if necessary, in a purchase and sale agreement. GDB will entertain requests or suggestions for modifications to the Deed of Sale or such other agreement.

GDB and the awarded Interested Party shall proceed to finalize and execute the Deed of Sale or any such other agreement with such modifications as may be permitted by GDB. If for any reason GDB and the selected Interested Party have not agreed upon and executed the Deed of Sale or any other such agreement containing the terms and conditions of the purchase and sale of the Property by sixty (60) calendar days after the date of GDB’s notice of award to all participants, then, unless GDB in its sole discretion elects to extend the time, GDB may, in its sole discretion and without incurring any liability to the awarded Interested Party, terminate or suspend negotiations with the awarded Interested Party. In such event, GDB may proceed, subject to the approval from GDB’s Board of Directors, to finalize and execute the Deed of Sale with another Interested Party, under the same guidelines described above, including, at the discretion of GDB, termination or suspension of unsatisfactory negotiations after thirty (30) calendar days, and subsequent negotiations with another Interested Party. If GDB authorizes and proceeds with a purchase and sale agreement prior to the execution of the Deed of Sale, such agreement shall be valid for forty-five (45) calendar days from its execution. During such period, both parties shall agree to the execution of the Deed of Sale. This period shall be postponed, only if authorized by GDB. Cost in the execution of the Deed of Sale. GDB shall be responsible for all of the internal revenue stamps, legal assistance stamps, and the notarial duty stamp required to be affixed and cancelled on the original deed and the fees charged by the notary public chosen by GDB with regard to the execution of the Deed of Sale. The awarded Interested Party shall pay for all of the internal revenue stamps, legal assistance stamps and the notarial duty stamp required to be affixed and cancelled on any certified copy of the Deed of Sale issued to the buyer, plus the applicable internal revenue vouchers and stamps required to file and record a certified copy in the Puerto Rico Property Registry.

7.4 Deposit. Pursuant to Art. IX(A)(12) of Regulation No. 8477 of May 30, 2014, Regulation for the Acquisition, Administration and Disposition of Personal and Real Properties of the GDB, the awarded Proposal shall be subject to the followings deposits:

7.4.1 A non-refundable deposit of $10,000, and 7.4.2 A refundable deposit, which shall be calculated on the basis of the difference between 5% of the sale

price and the non-refundable deposit described above.

Both deposits shall be payable to GDB in certified checks and will be credited to the agreed sale price.

7.5 Protests and Reconsiderations. Any Interested Parties adversely affected by a notified decision made by GDB may, within twenty (20) days of the postmark date of the notice on the award of this RFP, present a motion for reconsideration before GDB or a judicial review appeal before Puerto Rico Court of Appeals. Motion for Reconsideration shall be filed to the following address: Government Development Bank for Puerto Rico, Properties Committee, Office of Comptrollership, P.O. Box 42001, San Juan, Puerto Rico 00940-2001, pursuant to Section 3.19 of the Act No. 170 of August 12, 1988, as amended, 3 L.P.R.A. §2169 (2011), known as the Uniform Administrative Procedure Act (UAPA). Any judicial review must be filed in accordance with Section 4.2 of UAPA and applicable rules of the Rules of Procedure of the PR Court of Appeals.

A request for reconsideration, and any other protest, shall be in writing, and state the name and address of the requesting party, shall contain a detailed and accurate statement of the legal and factual ground for the request,


including copies of relevant documents, and shall specify the relief requested. Protests based on alleged restrictive specifications, violations of law or regulations, or other alleged improprieties in the solicitation process which are apparent prior to the Proposals Submission Date shall be submitted no later than five (5) business days prior to the Proposals Submission Date. Any protest or request for reconsideration concerning the qualification to participate in the RFP process must be submitted to GDB no later than three (3) days after notice of the decision. A request for reconsideration shall not stay the further action of GDB related to the procurement process.

A request for reconsideration or other protest that fails to comply with the time limits or procedures stated above or provided in the applicable laws or regulations may be dismissed or denied without reconsideration. Judicial review of the determinations made by GDB will be governed by the laws of the Government of Puerto Rico. A request for judicial review shall not stay the further action of GDB relating to the procurement process. GDB’s Board of Directors shall require from the requesting party the posting of a bond, guaranty or other security to cover any expense or damage that might be suffered by GDB as a consequence of the undue staying of the Proposal selection process caused by the request for reconsideration and/or judicial review. The guaranty, bond or other security must be presented to the Board within two (2) working days from the date of submission of the request for reconsideration or judicial review. Should it be determined that the request for reconsideration or judicial review was frivolously filed, or was based on negligent or malicious allegations, GDB may foreclose upon such security. The guaranty or bond to be required shall be issued by a surety or insurance company authorized to do business in Puerto Rico. Security may also be supplied in the form of a draft or certified check payable to the GDB. The amount of the security shall be no less than $250,000.00.

7.6 Disqualification. GDB reserves its right, at its discretion, to disqualify any team, firm, or individual from any phase

or component of the designation process or this purchase and sale opportunity, due to felonious or other criminal record in any jurisdiction (domestic or foreign); or for otherwise providing inaccurate information in the Interested Parties’ Certifications submitted as part of this RFP.

GDB’s Rights and Disclaimers GDB reserves its right, in its sole discretion to: (1) amend or withdraw this RFP at any time, (2) reject all submittals, (3) withdraw at any time from this process with no recourse to any Interested Parties, their respective entities, shareholders, and / or partners, (4) at any time during the RFP process, undertake discussion and modifications with one or more Interested Parties, and (5) choose or reject any or all Proposals received in response to this RFP either on the basis of an evaluation of the factors listed in this RFP or for other reasons, including any reason that best serves the interests of GDB. The information contained in this RFP and in any subsequent addenda or related documents is provided as general information only. Also, the Property is sold on an “as is, where is, with all faults” basis. GDB makes no representations, warranties, or guarantees that the information contained herein is accurate, complete, or timely, or that such information accurately represents the conditions that would be encountered at Property and its vicinity, now or in the future. The furnishing of information by GDB shall not create or be deemed to create any obligation or liability upon it for any reasons whatsoever, and each recipient of the RFP by submitting a Proposal to GDB, expressly agrees that it has not relied upon the foregoing information, and that it shall not hold GDB, or any other third party who prepared a report for GDB, liable or responsible therefore in any manner whatsoever. Furthermore, no warranty or representation, express or implied, is made by GDB as to: (a) fitness for any particular purpose, (b) merchantability, (c) design, (d) quality, (e) condition, (f) operation, (g) compliance with specifications, (h) absence of latent defects, (i)


condition or absence of hazardous or toxic substances, (j) absence of faults, (k) flooding, (l) wetlands, (m) utilities, (n) compliance with laws and regulations (including, without limitation, those relating to health, safety and the environment), (o) land area, (p) geometric configuration or topography, (q) quality and/or quantity of improvements, (r) access, (s) soil or subsoil, (t) zoning, (u) construction or use permits, (v) any other permits, approvals or authorizations issued or to be issued by or needed from government agencies affecting, related to, or necessary for the development of the Property, or (w) any other matter or thing affecting or related to the Property. This RFP has been prepared solely to solicit responses and it is not a contract offer and is not binding on GDB. Neither the expression of any organization’s interest, nor the submission of any organization’s qualifications and any documents or other information, nor the acceptance thereof, by GDB, nor any correspondence, discussions, meetings, or other communication between the Interested Party and GDB, shall impose any obligation on GDB to include the Interested Party in any such further procedures which GDB may utilize prior to the final designation of an Interested Party, shall be deemed to impose any obligation whatsoever on GDB to designate the Interested Party, to discuss any Proposals which the Interested Party may submit, or to enter into negotiations with the Interested Party, or shall entitle the Interested Party to any compensation or reimbursement for any costs or expenses incurred by the Interested Party in connection with the Interested Party’s submission hereunder. No costs of responding to the RFP or any addenda or amendment thereto, nor cost of attending any subsequent interviews or meetings in connection with this sale opportunity, shall be reimbursed by GDB. At any time and from time to time after the receipt by GDB of responses to this RFP, GDB may give written notice to the Interested Party to furnish additional information relating to its Proposal and may give written notice to the Interested Party to meet with designated representatives of GDB with respect to its Proposal. Neither the furnishing of the RFP to the Interested Party, nor the submission of any materials, GDB documents, or other information by the Interested Party, nor the acceptance thereof by GDB, nor any correspondence, discussions, meetings or other communications between the Interested Party and GDB, nor anything stated by GDB in or at any such correspondence, discussions, meetings or other communications, shall be construed or interpreted by the Interested Party to mean that GDB has made a determination that the Interested Party shall be designated as the entity to purchase the Property, nor deemed to impose any obligations whatsoever on GDB to compensate or reimburse the Interested Party for any costs or expenses incurred in connection with its response to this RFP. GDB may consult references familiar with the Interested Party regarding the Interested Party’s prior operations and development or management projects, financial plan, past performance, experience and qualifications, or other matters, whether or not the specific individuals are identified in the Proposal. Submission of a Proposal in response to this RFP shall constitute permission for GDB to make such inquiries, and authorization to third parties to respond thereto. Any information given to GDB in any Proposal or any correspondence, discussion, meeting, or other communication between the Interested Party and GDB before, with or after the submission of the Proposal, either orally or in writing, will not be, or deemed to have been, proprietary or confidential, although GDB will use reasonable efforts not to disclose such information to persons who are not employees or consultants retained by GDB except as may be required by Government of Puerto Rico and United States of America law. Use or disclosure of such information by GDB may be made without obligation or compensation and without liability of GDB of any kind whatsoever. The forgoing applies to any information, whether or not given at the invitation of GDB. Any statement which is inconsistent with the foregoing provisions of this paragraph whether made as part of, or in connection with, any information received from the Interested Party or otherwise made at any time in any fashion and whether made orally or in writing, shall be deemed null and void and of no force or effect. GDB’s receipt or discussion of any information submitted in response to this RFP, including information submitted during discussions after said submittal does not, and will not impose any obligations whatsoever on GDB, or entitle the Interested Party to any compensation.


Neither the members of GDB nor any individual member, nor any officer, agent, consultant, or employee thereof shall be charged personally by the Interested Party or any third party with any liability or held liable to it under any term or provision of this RFP or any statements made herein. GDB reserves its unqualified right, in its sole discretion, to disqualify any team, firm, or individual from any phase or component of the designation process or this purchase and sale opportunity, due to felonious or other criminal record in any jurisdiction (domestic or foreign). By providing a Proposal in response to this RFP, each Interested Party and each person signing on behalf of any Interested Party certifies, and in case of a joint venture each party thereto certifies as to its own organization, that the terms of its Proposal have been arrived at independently without collusion, consultation, communication or agreement, for the purpose of restricting competition, as to any matter relating to such terms with any other Interested Party or with any competitor; the terms of its Proposals have not been and will not be knowingly disclosed, directly or indirectly, by the Interested Party prior to the official opening of such Proposals, to any other Interested Party or to any competitor; no attempt has been made and none will be made by the Interested Party to induce any other person, partnership, or corporation to provide or not to provide a Proposal for the purpose of influencing competition; the Interested Party has not made any offers or agreements or taken any other action with respect to any GDB employee or former GDB employee or immediate family member of either, nor does the Interested Party have any knowledge or any offers or agreements on the part of a GDB employee or former GDB employee relating either directly or indirectly to the Interested Party and no person or selling agency, other than a bona fide employee or a bona fide established commercial or selling agency maintained by the Interested Party for the purpose of securing business, has been employed or retained by the Interested Party to solicit or secure designation under the RFP or award of this purchase and sale opportunity on the understanding that a commission, percentage, brokerage, contingent or other fee would be paid to such person or selling agency. GDB prohibits discrimination in employment on the basis of race, color, religious creed, national origin, ancestry, gender, sexual orientation, age, veteran status, or disability. GDB is strongly committed to developing and maintaining a diverse workforce and highly values the perspectives and varied experiences that are found only in a diverse workforce. GDB believes that promoting diversity is important to the success of its overall corporate mission. Accordingly, GDB requires its contractors, vendors, and tenants, to comply with nondiscrimination laws and encourages them to promote diversity within their workplace. To assist GDB in its designation process, the Interested Party may provide evidence of their policies and practices relating to diversity.


APPENDIX 1

Description of the Property, according to the Property Registry

Urban: parcel of land located on the site of El Monte from the municipal district of Hato Rey, San Juan, Puerto Rico. In boundaries: to the North, in distance of one hundred and one point fifty-one tenths of meters (101.51) with the Coll and Toste Avenue; to the South, at a distance of one hundred thirty-four point twenty-five tenths of meters (134.25) with land for Central Avenue; to the East, at a distance of three hundred and fifty point seventy-three tenths of meters (350.73) with the Añasco Street; and to the West, at a distance of two hundred and forty-nine point thirty-seven tenths of meters (249.37) with the Muñoz Rivera Avenue. It has a surface area of thirty-four thousand five hundred and eighty-eight point thirty-two tenths square meters (34,588.32 m.c.).


APPENDIX 2

RFP PROPOSAL CERTIFICATION FORM GOVERNMENT DEVELOPMENT BANK FOR PUERTO RICO

PROPOSAL CERTIFICATION FORM

I, ___________________, resident of ________________________ legal age, being duly sworn on my oath to depose, hereby declare that I am ______________________ (title) of _________________________________ (firm), the Interested Party making the Proposal to the Government Development Bank for Puerto Rico (“GDB”) for the land parcel owned by GDB identified as the “Former Sears Property”, zoned “DA”, located on PR 1 (Muñoz Rivera Avenue), corner to Coll & Toste Street and PR 17 (Jesús T. Piñero Avenue), adjacent to the Tren Urbano’s “Piñero” mass-transit rail station, Municipality of San Juan, Puerto Rico, that I executed the Proposal with full authority to do so; that all statements contained in said Proposal and in this affidavit are true and correct, and made with full knowledge that GDB relies upon the truth of the statements contained in said Proposal and in the statements contained in this affidavit in awarding the agreements for said Project; that the Interested Party has not, directly or indirectly, entered into any agreement, participated in any collusion, or otherwise taken any action in restraint of competition in connection with the above-named property; and that neither the Interested Party nor any person associated therewith in the capacity of owner, partner, director, officer, project director, manager, auditor or any other member of the Interested Party (including any firm or individual) has been indicted or convicted of any felonious act or other crime by the Government of Puerto Rico or in any other jurisdiction (domestic or foreign); and, furthermore, that neither the Interested Party nor any member of the Interested Party is currently in or will enter into any contract, business or other type of relationship resulting in a conflict of interest with GDB. The undersigned hereby authorizes any requests from any person, firm or corporation to disclose or furnish any information requested by GDB in verification of the recitals comprised in this Proposal. Further, that the Interested Party hereby expressly authorizes the following named Interested Party Official to bind the Interested Party and exercise any relief granted to the Interested Party in any matter relating to this Proposal: In connection with the submission of the Proposal, the Interested Party hereby warrants and certifies to GDB that: Examination of RFP. The Interested Party has carefully examined and accepts all the guidelines, requirements, terms and conditions of the RFP. Also, Interested Party recognizes and accepts the Property is sold on an “as is, where is, with all faults” basis. Proposal Validity. The Proposal shall be valid for a period of one hundred eighty (180) days from the Proposal Submission Date, ______, 201__. Addenda. The Interested Party has reviewed any and all documents associated with the RFP, posted on GDB’s Website http://gbdpr.com/about-gdb/PropertyNotices.html and/or sent to the Interested Party’s e-mail address.

http://gbdpr.com/about-gdb/PropertyNotices.html


Proposal Made in Good Faith.

The Proposal has been prepared and submitted in good faith and has been duly and properly authorized for submission on behalf of the Interested Party.

In preparation of the Proposal, the Interested Party has not, directly or indirectly, solicited or received any advice, assistance or information concerning the Property from any representative of GDB, its agents or consultants, which was not equally available to other Interested Parties and which might contribute to an actual or potential competitive advantage for the Interested Party.

The Proposal is made without collusion or fraud with any other person or entity in restraint of competition in connection with the above-named Property.

The Interested Party and its entities, shareholders, and/or partners, is licensed to do business in Puerto Rico prior to the execution of the Deed of Sale.

Information Submitted. The Interested Party understands and agrees that GDB’s receipt or discussion of any information (including information contained in the Proposal and any ideas or other material communicated or exhibited by the Interested Party or on its behalf) shall not impose any obligation whatsoever on GDB or entitle the Interested Party to any compensation therefore, except to the extent specifically provided in such written agreement as may be entered into between GDB and the Interested Party. Any such information given to GDB before, with or after submission of the Proposal, either orally or in writing, except as provided in the RFP, is not given in confidence, and may be used, or disclosed to others, for any purpose at any time without obligation or compensation and without liability of any kind whatsoever. Any statement which is consistent with the terms of this paragraph, whether made as part of or in connection with any information received from the Interested Party or made at any other time in any fashion, shall be void and of no effect. Execution of the Deed of Sale. In the event the Proposal submitted by the Interested Party is selected for award of the purchase and sale of the Property: The Interested Party is: _________________________________________________ The entities, shareholders, and/or partners of the Interested Party and their respective shareholding/participation in the Interested Parties are:

Entity / Shareholder / Partner’s Name Percentage Participation

If applicable, the entity or entities, that will execute the Deed of Sale as described in the RFP is / are:


Entity / Shareholder / Partner’s Name Percentage Participation

Acceptance of Contract Documents. If the Interested Party is awarded the purchase and sale of the Property, the Interested Party (or the applicable parties listed above) will enter into and execute a Deed of Sale on the same terms and conditions as provided in the Proposal and agreed with GDB.

Recognition by the Interested Party. The Interested Party recognizes GDB’s right, at its sole discretion to: (1) amend or withdraw this RFP at any time, (2) reject all submittals or Proposals, (3) withdraw at any time from this process with no recourse to the Interested Party, their respective entities, shareholders, and / or partners, (4) undertake discussion and modifications with one or more Interested Parties(s) at any time during the RFP process, and (5) choose or reject any or all Proposals received in response to this RFP, either on the basis of an evaluation of the factors listed in this RFP or for other reasons, including any reason that best serves the interests of GDB.

IN WITNESS THEREOF, the Interested Party has executed this Proposal Certification Form this ____ day of _____________________________, 201__. [When Interested Party is a joint venture, each member of the joint venture shall execute a copy of this Proposal Certification Form.] __________________________ (Corporate Name) ___________________________ ___________________________ (Address of Corporation) _________________________________ By _________________________ Notary Public (Signature of Corporate Officer) My commission expires; _____________ ____________________________ (Printed Name of Officer) _________________________________ ____________________________ Date (Office held by signatory)