REPUBLIC OF PERU PRIVATE INVESTMENT PROMOTION AGENCY SPECIAL PUBLIC BID

Transcription

1 REPUBLIC OF PERU PRIVATE INVESTMENT PROMOTION AGENCY SPECIAL PUBLIC BID PRIVATE INVESTMENT PROMOTION PROCESS FOR THE EXECUTION OF THE FOLLOWING PROJECTS: Installation of Broadband for the Comprehensive Connectivity and Social Development in the Junín Region Installation of Broadband for the Comprehensive Connectivity and Social Development in the Puno Region Installation of Broadband for the Comprehensive Connectivity and Social Development in the Moquegua Region Installation of Broadband for the Comprehensive Connectivity and Social Development in the Tacna Region PROJECTS PORTFOLIO DIRECTORATE September 2017 Important: This is an unofficial translation. In the case of divergence between the English and Spanish text, the version in Spanish shall prevail.

2 TABLE OF CONTENTS 1. BID PURPOSE AND CHARACTERISTICS Invitation to Bid BID Purpose Definitions BID Legal Framework and Background Powers of the PROJECT MANAGER, the COMMITTEE, PROINVERSIÓN EXECUTIVE DIRECTOR and PROINVERSIÓN FINANCING CONTRACT PROJECT BID SCHEDULE Interpretation and references Considerations ruling the BID RIGHT OF PARTICIPATION, AUTHORIZED AGENTS AND LEGAL REPRESENTATIVES OF THE BIDDERS RIGHT OF PARTICIPATION Transfer of the RIGHT OF PARTICIPATION AUTHORIZED AGENTS Appointment of AUTHORIZED AGENTS Letter of Appointment Powers Granted to the AUTHORIZED AGENTS Information of the AUTHORIZED AGENTS Notifications Substitution LEGAL REPRESENTATIVE Appointment and Powers Submission of the Power of Attorney of the LEGAL REPRESENTATIVE Place and Formalities for the Granting of Power Registrations in the Registry Office INQUIRIES AND INFORMATION Inquiries about the BIDDING TERMS AND CONDITIONS and Suggestions to the FINANCING CONTRACT PROJECT Term to make inquiries and suggestions Formality of inquiries and responses CIRCULARS Access to Information DATA ROOM Access to the DATA ROOM NON-DISCLOSURE AGREEMENT Information Content of the DATA ROOM Request for Interviews Limitations of Liability Independent Decision of the BIDDERS Limitation of Liability Scopes of the Limitation of Liability Acceptance by the BIDDER of the provisions in Subparagraph SUBMISSION OF ENVELOPES Submission of ENVELOPES Submission of documentation for Qualification of BIDDERS Special Public Bid Private Investment Promotion Process for the Execution of the Installation 2

3 Submission of ENVELOPES No. 2 and No Language Original Documents and Copies Method of Submission of ENVELOPES No. 1, No. 2 and No Cost of Preparation and Submission Effects of the Submission of Documents and Binding Character of these BIDDING TERMS AND CONDITIONS CONTENT OF ENVELOPE No General Information Qualification requirements Technical Requirements Financial Requirements Legal Requirements Submission of Information Currency Conversion Mechanism of Simplification SUBMISSION OF THE CONTENT OF ENVELOPE No. 1 AND QUALIFICATION RESULTS Submission of the content of ENVELOPE No Announcement of the QUALIFIED BIDDERS and changes of CONSORTIUMS SUBMISSION AND CONTENT OF ENVELOPES No. 2 and No Content of ENVELOPE No. 2: the TECHNICAL PROPOSAL Content of Envelope No. 3: the ECONOMIC PROPOSAL RECEIPT ACT OF ENVELOPES No. 2 and No. 3, OPENING AND EVALUATION OF ENVELOPES No Receipt Act of ENVELOPES No. 2 and No. 3 and Opening of ENVELOPES No Evaluation of the content of ENVELOPE No OPENING OF ENVELOPE No. 3 AND CONTRACT AWARD Opening Act of Envelopes No Assessment Procedure and Competition Factors CONTRACT AWARD Challenge BIDDING PROCESS Declared Null and Void Suspension or Cancellation of the BIDDING PROCESS THE CONTRACTED PARTY Establishment Requirements for the legal entity acting as the CONTRACTED PARTY CLOSING PROCEDURE Verification of Legal Requirements CLOSING DATE Closing Acts PERFORMANCE BOND OF THE FINANCING CONTRACT Enforcement of the VALIDITY, ENFORCEABILITY AND BID BOND ADVANCE PAYMENT BOND PROPERTY RIGHTS BOND Entry into Effect of the FINANCING CONTRACT FINAL PROVISIONS APLICABLE LAWS AND REGULATIONS Special Public Bid Private Investment Promotion Process for the Execution of the Installation 3

4 12.2. Jurisdiction and Competence Special Public Bid Private Investment Promotion Process for the Execution of the Installation 4

5 ANNEXES OF THE BIDDING TERMS AND CONDITIONS ANNEX No. 1 NON-DISCLOSURE AGREEMENT ANNEX No. 2 Appendix No. 1: Appendix No. 2: INTERNATIONAL FINANCIAL ENTITIES LOCAL BANKS AND LOCAL INSURANCE COMPANIES ANNEX No. 3: CONTENT OF ENVELOPE No. 1 Form No. 1: SWORN STATEMENT of Submission of Reliable Information Form No. 2: Letter of Submission of Technical Requirements for Qualification Form No. 3: Letter of Submission of Financial Information for the Qualification Form No. 4: SWORN STATEMENT of a Legal Entity Incorporated and in Good Standing Form No. 5: SWORN STATEMENT in case of CONSORTIUM Form No. 6: SWORN STATEMENT of Participation Percentages Form No. 7: SWORN STATEMENT of Acquisition of PARTICIPATION RIGHTS Form No. 8: SWORN STATEMENT of Eligibility to Contract with the Peruvian Government Form No. 9: SWORN STATEMENT of Waiver to Diplomatic Immunity or Claim Form No. 10: SWORN STATEMENT of the BIDDER s Advisors Form No. 11: SWORN STATEMENT of No participation in another BIDDER in the same PROJECT Form No. 12: SWORN STATEMENT of No participation in Another BIDDER in the Same PROJECT (Applicable to Corporations that Have Listed their Shares in the Stock Exchange) Form No. 13: SWORN STATEMENT of Verification of Availability of Radio- Electric Spectrum Form No. 14: SWORN STATEMENT of Commitment of Incorporation in case of a CONSORTIUM Form No. 15: SWORN STATEMENT of Application of the Simplification Mechanism ANNEX No. 4: CONTENT OF ENVELOPE No. 2 Form No. 1: SWORN STATEMENT of Effectiveness of Information Form No. 2: Model of VALIDITY, ENFORCEABILITY AND BID BOND Form No. 3: Summary of TECHNICAL SPECIFICATIONS of the PROJECT s TRANSPORT NETWORK and ACCESS NETWORK Form No. 4: Summary of TECHNICAL SPECIFICATIONS of the PROJECT s TRANSPORT NETWORK and ACCESS NETWORK Form No. 5: Referential Maintenance Program of the PROJECT S ACCESS NETWORK Form No. 6: SWORN STATEMENT of provision of new equipment for the PROJECT Form No. 7. SWORN STATEMENT of not exceeding the time for the PROJECT s INSTALLATION STAGE ANNEX No. 5: CONTENT OF ENVELOPE No. 3 Form No. 1: Cover letter of ECONOMIC PROPOSAL Special Public Bid Private Investment Promotion Process for the Execution of the Installation 5

6 ANNEX No. 6 Model of Letter of Guarantee of BID AWARD protest ANNEX No. 7 Guide of Users of DATA ROOM Form No. 1: Identification of persons authorized to make use of the DATA ROOM Form No. 2: Request for Multiple Services of the DATA ROOM Form No. 3: Request for technical consultations regarding the DATA ROOM Appendix No. 1: List of DATA ROOM documents ANNEX No. 8 TECHNICAL SPECIFICATIONS A. OF THE TRANSPORT NETWORK B. OF THE ACCESS NETWORK ANNEX No. 09 BIDDING SCHEDULE ANNEX No. 10 Model of LETTER OF GUARANTEE OF PERFORMANCE BOND OF THE FINANCING AGREEMENT ANNEX No. 11 Model of ADVANCE PAYMENT GUARANTEE ANNEX No. 12 Form No. 1: Form No. 2: Form No. 3: SWORN STATEMENT in CLOSURE DATE SWORN STATEMENT in CLOSURE DATE SWORN STATEMENT in CLOSURE DATE ANNEX No. 13 FINANCING AGREEMENT PROJECT ANNEX No. 14 List of natural or legal persons of the private sector that provide consultancy or advisory services to PROINVERSIÓN in this process ANNEX No. 15 Model of PROPERTY RIGHTS BOND Special Public Bid Private Investment Promotion Process for the Execution of the Installation 6

7 1. BID PURPOSE AND CHARACTERISTICS 1.1. Invitation to Bid The Private Investment Promotion Agency (PROINVERSIÓN), commissioned by the Telecommunications Investment Fund (FITEL), issues an invitation to Special Public BID to transfer to the private sector the execution of the following Projects: Installation of Broadband for the Comprehensive Connectivity and Social Development in the Amazonas Region. Installation of Broadband for the Comprehensive Connectivity and Social Development in the Ica Region. Installation of Broadband for the Comprehensive Connectivity and Social Development in the Lima Region. Any PERSONS or CONSORTIUMS (duly represented by the common LEGAL REPRESENTATIVE) may participate in this BID, if they comply with the requirements set forth in these BIDDING TERMS AND CONDITIONS BID Purpose The BID aims at selecting legal persons or CONSORTIUMS that will be allocated resources from FITEL in the form of non-reimbursable financing to execute the PROJECTS listed in Subparagraph 1.1 of the BIDDING TERMS AND CONDITIONS. To optimize the performance of Projects: Installation of Broadband for the Comprehensive Connectivity and Social Development in the Moquegua Region and Installation of Broadband for the Comprehensive Connectivity and Social Development in the Tacna Region, only one SUCCESSFUL BIDDER shall be selected for both projects (hereinafter, the MOQUEGUA-TACNA Project). It should be pointed out that the above are two (2) of the REGIONAL PROJECTS referred to in Section of the BIDDING TERMS AND CONDITIONS The SUCCESSFUL BIDDERS shall be in charge of the design, construction and transfer to the Peruvian State of the TRANSPORT NETWORKS of the AWARDED PROJECTS, as well as the design, construction, maintenance and operation of the ACCESS NETWORKS of the AWARDED PROJECTS Definitions BIDDERS in this BID shall take into account that the definitions and, in general, the content in these BIDDING TERMS AND CONDITIONS, unless expressly stated otherwise, are applicable to any of the PROJECTS included in Subparagraph 1.1 of the BIDDING TERMS AND CONDITIONS. Terms defined in this Subparagraph have the same meaning when used in plural. Any reference made in this document to Subparagraph, Point, Form and Appendix, shall be understood as made to the subparagraphs, points, forms and appendices of these BIDDING TERMS AND CONDITIONS respectively, unless expressly stated otherwise. All time references shall be understood as made to Peru local time. Special Public Bid Private Investment Promotion Process for the Execution of the Installation 7

8 Expressions in the singular include, where appropriate, the plural and vice versa. Terms in capital letters included in these BIDDING TERMS AND CONDITIONS and that are not expressly defined in them, correspond to APPLICABLE LAWS AND PROVISIONS, or to the meaning given to them in the use of the activities inherent to the development of the PROJECT, or failing this, to the terms regularly used in capital letters CERTIFICATE OF AWARD OF THE TRANSPORT NETWORK PROPERTY: Document prepared by FITEL whereby the CONTRACTED PARTY transfers to the Ministry of Transport and Communications (MTC) the property and domain of the TRANSPORT NETWORK GOODS when one of the assumptions stated in the FINANCING CONTRACT occurs. This document shall be signed by the CONTRACTED PARTY and FITEL, which will sign it on behalf of the MTC CERTIFICATE OF COMPLIANCE WITH THE INSTALLATIONS AND SERVICES TEST OF THE ACCESS NETWORK: Document prepared by FITEL and signed by the CONTRACTED PARTY and FITEL whereby the first one accepts the results indicated in the ACCESS NETWORK SUPERVISION REPORT, corresponding to the installations made. Also, the signing of this document determines the compliance with the conditions established in the TECHNICAL SPECIFICATIONS, corresponding to the ACCESS NETWORK. A model certificate is shown in Appendix No. 4 of Annex No. 8-B of the BIDDING TERMS AND CONDITIONS and may be modified, FITEL being the party which ultimately determines its definitive content CERTIFICATE OF COMPLIANCE WITH THE INSTALLATION AND SERVICES TEST OF THE TRANSPORT NETWORK: Document prepared by FITEL and signed by the CONTRACTED PARTY and FITEL whereby the first one accepts the results indicated in the TRANSPORT NETWORK SUPERVISION REPORT, corresponding to the installations made. Also, this document determines the compliance with the conditions established in the TECHNICAL SPECIFICATIONS, corresponding to the entire TRANSPORT NETWORK. A model certificate is shown in Appendix No. 4 of Annex No. 8-A of the BIDDING TERMS AND CONDITIONS and may be modified, FITEL being the party which ultimately determines its definitive content CERTIFICATE OF ACCESS NETWORK INSTALLATION: Document, understood as a sworn statement, that indicates and determines the compliance with the installation and operation of all the infrastructure, equipment, hardware, software and the like, required to provide Internet access and Intranet access furnished by the ACCESS NETWORK. It is prepared by the CONTRACTED PARTY according to the model certificates shown in Appendices No. 2-A, No. 2-B and No. 2-C and Appendix No. 3 of the Annex No. 8-B of the BIDDING TERMS AND CONDITIONS and may be modified, FITEL being the party which ultimately determines its definitive content. Such certificates shall be signed by the CONTRACTED PARTY NON-DISCLOSURE AGREEMENT: Commitment to be signed by each BIDDER before using the DATA ROOM, through its AUTHORIZED AGENTS or the common LEGAL REPRESENTATIVE in case of a CONSORTIUM OF persons appointed by the BIDDER. The text of the NON-DISCLOSURE AGREEMENT is shown as Annex No. 1 of the BIDDING TERMS AND CONDITIONS. Special Public Bid Private Investment Promotion Process for the Execution of the Installation 8

9 SUCCESSFUL BIDDER: The SHORT-LISTED BIDDER that was granted THE CONTRACT AWARD of the BID CONTRACT AWARD: Declaration to be made by PROINVERSIÓN EXECUTIVE DIRECTOR or the person appointed by him, after the COMMITTEE has expressed its opinion determining the SHORT-LISTED BIDDER that has presented the BEST BID, in accordance with the terms and conditions established in the BIDDING TERMS AND CONDITIONS and that, therefore, is the winner of the BID AUTHORIZED AGENTS: Natural persons designated as such by the BIDDER for the purpose of this BID AS BUILT: Document that includes the drawings of the executed works, and that together with the construction logbook reflects what the CONTRACTED PARTY has actually constructed BIDDING TERMS AND CONDITIONS: This document, including its Annexes, Forms, Appendices and the CIRCULARS to be issued by the PROJECT MANAGERPROJECT MANAGER, establishing the terms under which the BID will be developed TRANSPORT NETWORK PROPERTY: All the movable and immovable goods belonging to the TRANSPORT NETWORK, in accordance with the TECHNICAL SPECIFICATIONS of the TRANSPORT NETWORK. These goods shall be the property and domain of the MTC after the signing of the CERTIFICATE OF AWARD OF THE TRANSPORT NETWORK PROPERTY between the CONTRACTED PARTY and FITEL, which will sign such certificate on behalf of the MTC TRAINING: Series of education activities to be carried out by the CONTRACTED PARTY aiming primarily at providing knowledge on hardware, software, implementation and current and productive use of Internet, in accordance with the scope detailed in Appendices No. 13-A and No. 13-B of Annex No. 8 of the BIDDING TERMS AND CONDITIONS MAINTENANCE CENTER: Physical location from where preventive and corrective maintenance events of the TRANSPORT NETWORK will be handled CIRCULAR: All directives issued in writing by the PROJECT MANAGER, whether specific or general, in order to complete, clarify, precise, interpret or modify the content of the BIDDING TERMS AND CONDITIONS, of another CIRCULAR or to answer inquiries made by those authorized to do so in accordance with these BIDDING TERMS AND CONDITIONS. CIRCULARS are an integral part of these BIDDING TERMS AND CONDITIONS COMMITTEE: The PROINVERSIÓN COMMITTEE in Energy and Hydrocarbon Projects (PRO CONECTIVIDAD), established by Supreme Resolution No EF from January 11, 2017 and any Resolutions modifying or replacing it. Special Public Bid Private Investment Promotion Process for the Execution of the Installation 9

10 CONSORTIUM: A group of two or more PERSONS, that lacks legal personality independent to that of its members and that has been established in order to participate as a BIDDER in this BID. The CONSORTIUM shall necessarily include a member that meets the technical qualification requirements. The members of a CONSORTIUM shall not participate in another CONSORTIUM for the same PROJECT in the BID CAPACITY BUILDING: Series of processes aimed at favoring the adoption and use of telecommunications services and Internet and Intranet access by the population from the BENEFICIARY LOCATIONS, as well as the use of information technologies so that they become a local development tool. The processes involved are: (i) AWARENESS AND DISSEMINATION, (ii) TRAINING and (iii) CONTENT DEVELOPMENT, in the BENEFICIARY LOCATIONS, as appropriate CONTRACTED PARTY: Legal person established in Peru with which FITEL signs the FINANCING CONTRACT and which shall be in charge of executing the AWARDED PROJECT CONTRACTING PARTY: OBLIGATORY SUBSCRIBED INSTITUTION and the additional persons that sign, with the CONTRACTED PARTY, a contract for the provision of Internet access or Intranet access FINANCING CONTRACT: The legal property relationship between FITEL and the CONTRACTED PARTY, whose objective is to regulate: a) The installation of the TRANSPORT NETWORK and the ACCESS NETWORK according to the appropriate TECHNICAL SPECIFICATIONS; b) The operation and maintenance of all the elements of the ACCESS NETWORK according to the appropriate TECHNICAL SPECIFICATIONS; c) The execution of the CAPACITY BUILDING; d) The compliance with the Technical Offer of the CONTRACTED PARTY; e) The use of the AWARDED FINANCING for the execution of the AWARDED PROJECT; and f) The disbursement of the AWARDED FINANCING to the CONTRACTED PARTY by FITEL EFFECTIVE CONTROL: A natural or legal person is entitled or subject to the EFFECTIVE CONTROL of other natural or legal person when: (i) owns, directly or indirectly, more than fifty percent (50%) of its voting capital stock; (ii) owns, directly or indirectly, a representation in its board of directors or equivalent body higher than fifty percent (50%) of its members; or (iii) by any mechanism or circumstance (contractual or otherwise) controls the decision power of the other company in an effective manner CPE (Customer Premises Equipment): Connection equipment or device or interface that allows the terminal device of the CONTRACTING PARTY to access the ACCESS NETWORK of the CONTRACTED PARTY to make use of the contracted services. Special Public Bid Private Investment Promotion Process for the Execution of the Installation 10

11 SCHEDULE: The time sequence of activities to be developed during this BID, in accordance with Subparagraph 1.7 and indicated in Annex No. 9 of the BIDDING TERMS AND CONDITIONS DEFINITIVE SCHEDULE OF THE ACCESS NETWORK ACTIVITIES: Gantt Chart for the activities and compliance with milestones that shall be carried out by the CONTRACTED PARTY during the INVESTMENT PERIOD OF THE ACCESS NETWORK. This document is prepared by the CONTRACTED PARTY, in compliance with Annex No. 8-B of the BIDDING TERMS AND CONDITIONS. The DEFINITIVE SCHEDULE OF THE ACCESS NETWORK ACTIVITIES is an Annex of the FINANCING CONTRACT DEFINITIVE SCHEDULE OF THE TRANSPORT NETWORK ACTIVITIES: Schedule that details the time planning for the implementation of the TRANSPORT NETWORK, as requested in Annex No. 8-A of the BIDDING TERMS AND CONDITIONS. This document is prepared by the CONTRACTED PARTY, is regarded as a sworn statement and is approved by the Technical Secretariat of FITEL, before use SWORN STATEMENT: Written statement presented by the BIDDER, where it declares or assumes a commitment that is deemed as true for the purpose of this BID, without prejudice of the subsequent control RIGHT OF PARTICIPATION: Power acquired by its holder to participate in the BID. It is obtained through the corresponding payment to PROINVERSIÓN and is determined by the payment receipt delivered by PROINVERSIÓN DAYS: Working days, i.e. days different to Saturdays, Sundays or nonworking holidays in the City of Lima (including non-working days for the public administration). Holidays also include regional holidays established by the competent authority of the Amazonas, Ica and Lima Regions, as appropriate CALENDAR DAYS: All days (working days, non-working days and holidays), unless expressly stated otherwise PROINVERSIÓN EXECUTIVE DIRECTOR: The highest executive authority in PROINVERSIÓN, who supervises and makes a decision on this BID, in accordance with the functions and powers established in the BIDDING TERMS AND CONDITIONS PROJECT MANAGER: person who, as part of the Project Portfolio Directorate in PROINVERSIÓN, is in charge of the execution and development of this BID DOLLAR or AMERICAN DOLLAR or US$: Currency or monetary sign of legal course in the United States of America and the currency used for all purposes in this BID CONTENT DEVELOPMENT: Series of activities to be carried out by the CONTRACTED PARTY and oriented to implement and manage the platform (hardware and software) required for the development and implementation of all portals and applications, as well as contents indicated in the TECHNICAL SPECIFICATIONS of the ACCESS NETWORK, and maintain them during the term of the FINANCING CONTRACT. Special Public Bid Private Investment Promotion Process for the Execution of the Installation 11

12 AFFILIATED COMPANY: A company shall be regarded as an affiliate of another company when the EFFECTIVE CONTROL of such companies is in the hands of the same PARENT COMPANY or a SUBSIDIARY COMPANY LOCAL BANKING COMPANY or LOCAL INSURANCE COMPANY: Companies defined as such according to the Law No , General Law of the Financial System and the Insurance System and Organic Law of the Superintendency of Banks, Insurance and Pension Fund Administrators (AFP), referred to in Appendix No. 2 of Annex No. 2 of the BIDDING TERMS AND CONDITIONS, authorized to issue guarantees for the purpose of this BID PARENT COMPANY: Company that, alone or jointly with another company, has EFFECTIVE CONTROL on another company. This definition also involves a company having the EFFECTIVE CONTROL on a PARENT COMPANY, as the latter has been defined, and so on SUBSIDIARY COMPANY: Company whose EFFECTIVE CONTROL is in the hands of a PARENT COMPANY. This definition also involves a company whose EFFECTIVE CONTROL is in the hands of a SUBSIDIARY COMPANY, as the latter has been defined, and so on RELATED COMPANY: Jointly and with each other, the AFFILIATED COMPANY, the PARENT COMPANY and the SUBSIDIARY COMPANY INTERNATIONAL FINANCIAL INSTITUTIONS: Financial institutions included in Appendix No. 1 of Annex No. 2 of the BIDDING TERMS AND CONDITIONS, authorized to issue guarantees for the purpose of this BID as indicated in these BIDDING TERMS AND CONDITIONS TECHNICAL SPECIFICATIONS: Minimum requirements to be met by the QUALIFIED BIDDER in its TECHNICAL PROPOSAL of the PROJECT, as well as the main characteristics of the services that FITEL requires the CONTRACTED PARTY to provide. They are contained in Annex No. 8 of these BIDDING TERMS AND CONDITIONS. They include the TECHNICAL SPECIFICATIONS of the TRANSPORT NETWORK (Annex No. 8-A) and of the ACCESS NETWORK (Annex No. 8-B) FIELD STUDIES: Documents containing the result of the visits and on-site verification of the geographical and technical conditions for the installation of the ACCESS NETWORK and the TRANSPORT NETWORK, in accordance with the TECHNICAL SPECIFICATIONS ENGINEERING STUDIES: Document with detailed information on all the technical parameters of the ACCESS NETWORK deployed to assist the BENEFICIARY LOCATIONS of the AWARDED PROJECT INSTALLATION STAGE: Time when the CONTRACTED PARTY deploys the infrastructure, equipment and other elements of the ACCESS NETWORK and TRANSPORT NETWORK complying with the provisions set forth in the TECHNICAL SPECIFICATIONS. The maximum deadlines to complete this stage shall be those indicated in the corresponding TECHNICAL PROPOSAL, Special Public Bid Private Investment Promotion Process for the Execution of the Installation 12

13 and shall not be longer than the following deadlines, all of them considered from the CLOSURE DATE: PROJECT TRANSPORT NETWORK ACCESS NETWORK JUNIN Eighteen (18) months Eighteen (18) months PUNO Eighteen (18) months Eighteen (18) months MOQUEGUA TACNA Fifteen (15) months Fifteen (15) months TESTING STAGE: In the case of the ACCESS NETWORK, it is the period that starts when the INSTALLATION STAGE of the ACCESS NETWORK is completed, and ends at the closure of the INVESTMENT PERIOD OF THE ACCESS NETWORK. During this stage, el CONTRACTED PARTY may provide access to Internet and Intranet, supervising and monitoring that this provision is made in compliance with the quality requirements of the TECHNICAL SPECIFICATIONS of the ACCESS NETWORK; to this end, it shall make the necessary optimizations and corrections, and be in charge of the remedy for any hidden defects in the TRANSPORT NETWORK. This period is obligatory. For the services provided, the CONTRACTED PARTY is entitled to request the corresponding monetary compensation during the OPERATION PERIOD. In the case of the TRANSPORT NETWORK, it is the period that starts the day after the INSTALLATION STAGE of the TRANSPORT NETWORK is completed, and ends at the closure of the INVESTMENT PERIOD OF THE TRANSPORT NETWORK. During this stage, FITEL is entitled to supervise the operability of the TRANSPORT NETWORK and the CONTRACTED PARTY is obliged to operate it on a trial basis, in order to provide services to the ACCESS NETWORK CLOSURE DATE: The date, place and time where the events established in Subparagraph 11.3 of the BIDDING TERMS AND CONDITIONS will take place AWARDED FINANCING: Value of the TRANSPORT NETWORK FINANCING and of the ACCESS NETWORK FINANCING corresponding to the AWARDED PROJECT, as established in the ECONOMIC PROPOSAL in line with the TECHNICAL SPECIFICATIONS. It includes all legal taxes and contributions to the MTC, OSIPTEL and FITEL (which are established in the Single Revised Text (TUO) of the Telecommunications Law, approved by Supreme Decree No TCC; in the TUO of the General Regulation of the Telecommunications Law, approved by Supreme Decree No MTC and amendments thereto; such as the charges for the commercial exploitation of the service and the contribution to FITEL, as well as the contribution for regulation to OSIPTEL established in Law No in line with Supreme Decree No PCM, the amendments thereto or the regulations replacing it) ACCESS NETWORK FINANCING: Non-reimbursable value recorded in the ECONOMIC PROPOSAL of the SUCCESSFUL BIDDER, expressed in AMERICAN DOLLARS and that FITEL shall deliver to the CONTRACTED PARTY as part of its obligations, as set forth in the FINANCING CONTRACT. It includes the necessary financing for the CONTRACTED PARTY to acquire, install, operate and maintain the ACCESS NETWORK of the AWARDED Special Public Bid Private Investment Promotion Process for the Execution of the Installation 13

14 PROJECT and execute the CAPACITY BUILDING, thus providing all the services included in the TECHNICAL PROPOSAL in line with the TECHNICAL SPECIFICATIONS. It includes all legal taxes and contributions to the MTC, OSIPTEL and FITEL (which are established in the TUO of the Telecommunications Law, approved by Supreme Decree No TCC; in the TUO of the General Regulation of the Telecommunications Law, approved by Supreme Decree No MTC and amendments thereto; such as the charge for the commercial exploitation of the service and the contribution to FITEL, as well as the contribution for regulation to OSIPTEL established in Law No in line with Supreme Decree No PCM, the amendments thereto or the regulations replacing it) TRANSPORT NETWORK FINANCING: Non-reimbursable value recorded in the ECONOMIC PROPOSAL of the SUCCESSFUL BIDDER, expressed in AMERICAN DOLLARS and that FITEL shall deliver to the CONTRACTED PARTY as part of its obligations, as set forth in the FINANCING CONTRACT. It includes the necessary financing for the CONTRACTED PARTY to acquire and install the TRANSPORT NETWORK of the AWARDED PROJECT in line with the TECHNICAL SPECIFICATIONS. It includes all legal taxes and contributions to the MTC, OSIPTEL and FITEL (which are established in the TUO of the Telecommunications Law, approved by Supreme Decree No TCC; in the TUO of the General Regulation of the Telecommunications Law, approved by Supreme Decree No MTC and amendments thereto; such as the charge for the commercial exploitation of the service and the contribution to FITEL, as well as the contribution for regulation to OSIPTEL established in Law No in line with Supreme Decree No PCM, the amendments thereto or the regulations replacing it) MAXIMUM PROJECT FINANCING: Maximum non-reimbursable financing value that FITEL has available for the execution of the PROJECT. This value is the sum of: (i) the maximum financing of the TRANSPORT NETWORK, understood as the maximum non-reimbursable financing value that FITEL has available for the implementation of the TRANSPORT NETWORK, and (ii) the maximum financing of the ACCESS NETWORK, understood as the maximum non-reimbursable financing value that FITEL has available for the implementation of the ACCESS NETWORK FITEL: Telecommunications Investment Fund, created by Law No (This law granted the fund the condition of Legal Person under Public Law), attached to the Transport and Communications Sector ADVANCE PAYMENT BOND: Joint and several, unconditional, irrevocable, without the benefits of excussion and division and automatic letter or guarantee in favor or FITEL, that the CONTRACTED PARTY shall deliver on the CLOSURE DATE to guarantee the correct use of the advance payment referred to in Subparagraph of the BIDDING TERMS AND CONDITIONS, which will be made in favor of the CONTRACTED PARTY in case it has been requested by the latter. It shall be issued by one of the institutions listed in the BIDDING TERMS AND CONDITIONS, in compliance with the conditions set forth in Subparagraph 11.6 and following the form in Annex No. 11 of the BIDDING TERMS AND CONDITIONS PERFORMANCE BOND OF THE FINANCING CONTRACT: Joint and several, unconditional, irrevocable, without the benefits of excussion and Special Public Bid Private Investment Promotion Process for the Execution of the Installation 14

15 division and automatic letter or guarantee in favor or FITEL, that the CONTRACTED PARTY shall deliver on the CLOSURE DATE to guarantee the compliance with the obligations set forth in the FINANCING CONTRACT. It shall be issued by one of the institutions listed in the BIDDING TERMS AND CONDITIONS, in compliance with the conditions set forth in Subparagraph 11.4 and following the form in Annex No. 10 of the BIDDING TERMS AND CONDITIONS VALIDITY, ENFORCEABILITY AND BID BOND: Letter of guarantee obtained by the QUALIFIED BIDDER in favor of PROINVERSIÓN, to guarantee the validity, enforceability and commitment of its bid, in compliance with the model letter attached as Form No. 2 in Annex No. 4 and which shall be issued by one of the institutions listed in the BIDDING TERMS AND CONDITIONS. The submission of two (2) or more letters of guarantee may be accepted, issued by the same institution or different institutions listed in these BIDDING TERMS AND CONDITIONS, which altogether comply with the total amount requested and which also, individually meet all the other requirements indicated in these BIDDING TERMS AND CONDITIONS PROPERTY RIGHTS BOND: Joint and several, unconditional, irrevocable, without the benefits of excussion and division and automatic letter or guarantee in favor or FITEL, that the CONTRACTED PARTY shall deliver if failing to register all the property titles in the National Superintendency of Public Registers (SUNARP) for the lands that are part of the TRANSPORT NETWORK PROPERTY PROCEDURE EXPENSES: Expenses incurred by PROINVERSIÓN to contract studies, consultancy services and other expenses required for the execution of the BID up to its completion, which shall be reimbursed to PROINVERSIÓN by the SUCCESSFUL BIDDERS on an equal basis, on the CLOSURE DATE, at the latest ACCESS NETWORK SUPERVISION REPORT: Document prepared and signed by the SUPERVISOR during the INVESTMENT PERIOD OF THE ACCESS NETWORK and the OPERATION PERIOD, which contains the activities, results and OBSERVATIONS of the SUPERVISION of the installation and operation of the ACCESS NETWORK, as well as the opportunity, quality, quantity, continuity and other characteristics of the services installed in the BENEFICIARY LOCATIONS TRANSPORT NETWORK SUPERVISION REPORT: Document containing the results of the SUPERVISION of the TRANSPORT NETWORK carried out by FITEL to the CONTRACTED PARTY OBLIGATORY SUBSCRIBED INSTITUTION: Public institution listed in Annex No. 8-B of the BIDDING TERMS AND CONDITIONS, where the CONTRACTED PARTY undertakes to install the necessary equipment and provide the services of the AWARDED PROJECT during the term of the FINANCING CONTRACT ITU: International Telecommunications Union APPLICABLE LAWS AND PROVISIONS: Series of legal provisions affecting directly or indirectly the FINANCING CONTRACT. They include the Political Special Public Bid Private Investment Promotion Process for the Execution of the Installation 15

16 Constitution of Peru, the laws, regulations with the status of law, the supreme decrees, the regulations, directives and resolutions, and any other provision that, in compliance with the legal system of the Republic of Peru becomes applicable, and which shall be of obligatory observance for this BID. They also include any amendment that such regulations or provisions may have; as well as the regulations included in Subparagraph 1.4 of the BIDDING TERMS AND CONDITIONS, including their amendments, replacements or any other regulations that become applicable according to the legal system in Peru LIBOR: London Interbank Offered Rate at one hundred and eighty (180) CALENDAR DAYS informed by Reuters at the closing time in London BID: Special Public Bid regulated by these BIDDING TERMS AND CONDITIONS to select the PERSONS of CONSORTIUMS that will be awarded with the non-reimbursable financing granted by FITEL to execute the Projects: Installation of Broadband for the Comprehensive Connectivity and Social Development in the Junín Region, Installation of Broadband for the Comprehensive Connectivity and Social Development in the Puno Region, Installation of Broadband for the Comprehensive Connectivity and Social Development in the Moquegua Region and Installation of Broadband for the Comprehensive Connectivity and Social Development in the Tacna Region BENEFICIARY LOCATIONS: Locations where the CONTRACTED PARTY shall install, operate and maintain the services offered in the AWARDED PROJECT in accordance with the terms set forth in the FINANCING CONTRACT BEST BID: PROPOSAL by one of the SHORT-LISTED BIDDERS that reaches the highest Final Score, in accordance with Subparagraph 9.2 of the BIDDING TERMS AND CONDITIONS ACCESS MODULE: The minimum equipment that the CONTRACTED PARTY shall install in each OBLIGATORY SUBSCRIBED INSTITUTION, and that shall guarantee Internet and/or Intranet access for such institutions MTC: Ministry of Transport and Communications SERVICE LEVELS: Service Level Agreement SLA, are the quality requirements and continuity conditions defined in Annex No. 8-A of the BIDDING TERMS AND CONDITIONS NMS: Network Management System OBSERVATION: Failure, breakdown or defect of the equipment or infrastructure of the TRANSPORT NETWORK or the ACCESS NETWORK, installation failure that reduces or threatens to reduce the quality or availability or lifespan of an equipment or infrastructure (as appropriate) or that also, prevents or hinders access to the Nodes for the supervision tasks during the term of the FINANCING CONTRACT. An OBSERVATION also includes compliance with one of the contractual obligations by the CONTRACTED PARTY, set forth in the FINANCING CONTRACT that may be detected throughout its term. Special Public Bid Private Investment Promotion Process for the Execution of the Installation 16

17 OPERATOR: Company having the technical competence and skills to operate and maintain the ACCESS NETWORK and provide the public services of telecommunications and Internet and Intranet access foreseen in the AWARDED PROJECT. The OPERATOR shall prove the technical requirements requested in the BIDDING TERMS AND CONDITIONS, in accordance with Subparagraph 5.2 of the BIDDING TERMS AND CONDITIONS. In case the BIDDER is not a CONSORTIUM, it will be assumed that the OPERATOR is also the BIDDER OSIPTEL: Supervisory Agency of Private Investment in Telecommunications MINIMUM PARTICIPATION: Minimum participation percentage in the subscribed and paid, voting capital stock that the OPERATOR shall maintain in the CONTRACTED PARTY for three (3) years from the CLOSURE DATE. Such minimum percentage is equivalent to at least twenty-five percent (25%) of the subscribed capital stock INVESTMENT PERIOD OF THE ACCESS NETWORK: Period that comprises the activities included in the INSTALLATION STAGE, as well as the SUPERVISION activities to approve the installations carried out, and contained in the TECHNICAL SPECIFICATIONS of the ACCESS NETWORK; finishing with the signing of the CERTIFICATE OF COMPLIANCE WITH THE INSTALLATION AND SERVICES TEST OF THE ACCESS NETWORK. The maximum duration of this period is twenty (20) months for the JUNIN PROJECT, twenty (20) months for the PUNO PROJECT and seventy (17) months for the MOQUEGUA TACNA PROJECT; all the periods considered from the corresponding CLOSURE DATE INVESTMENT PERIOD OF THE TRANSPORT NETWORK: Period that comprises the activities included in the INSTALLATION STAGE, as well as the SUPERVISION activities to approve the installations carried out, and contained in the TECHNICAL SPECIFICATIONS of the TRANSPORT NETWORK; finishing with the signing of the CERTIFICATE OF COMPLIANCE WITH THE INSTALLATION AND SERVICES TEST OF THE TRANSPORT NETWORK. The maximum duration of this period is twenty (20) months for the JUNIN PROJECT, twenty (20) months for the PUNO PROJECT and seventy (17) months for the MOQUEGUA TACNA PROJECT; all the periods considered from the corresponding CLOSURE DATE OPERATION PERIOD: Period of one hundred and twenty (120) months from the day after the INVESTMENT PERIOD OF THE ACCESS NETWORK is completed, and where the CONTRACTED PARTY will operate and maintain the ACCESS NETWORK, to ensure its operation and the provision of services comprised in the AWARDED PROJECT. Services shall be commercially provided in such period PROVISIONAL PERIOD: Period when the CONTRACTED PARTY will operate and maintain, if appropriate, the TRANSPORT NETWORK, for the sole use of the AWARDED PROJECT and to allow the operation of the ACCESS NETWORK. This period will have a maximum duration of eighteen (18) months for the JUNIN PROJECT, a maximum duration of eighteen (18) months for the PUNO PROJECT and a maximum duration of eighteen (18) months for the MOQUEGUA -TACNA PROJECT. Special Public Bid Private Investment Promotion Process for the Execution of the Installation 17

18 In all cases, this period starts the day after the INVESTMENT PERIOD OF THE TRANSPORT NETWORK is completed and finishes with the signing of the CERTIFICATE OF AWARD OF THE TRANSPORT NETWORK PROPERTY of the AMAZONAS PROJECT, the ICA PROJECT and the LIMA PROJECT, respectively. In case the PROVISIONAL PERIOD finishes at a date prior to the maximum deadline defined for each PROJECT, the total subsidy amount shall be proportionally adjusted to the shorter time, according to the procedure described in the FINANCING CONTRACT. No more subsidy shall be recognized or granted in case the PROVISIONAL PERIOD ends at a date after the maximum deadline defined for each PROJECT PERSON: Any legal person, either national or foreign, that may perform legal acts and undertake obligations in Peru BIDDER: PERSON or CONSORTIUM that has paid the RIGHT OF PARTICIPATION in this BID and engages in it submitting itself to the provisions of these BIDDING TERMS AND CONDITIONS QUALIFIED BIDDER: BIDDER that has proven its compliance with the established requirements corresponding to the ENVELOPE No. 1 in the BIDDING TERMS AND CONDITIONS and is qualified to submit the ENVELOPE No. 2 and ENVELOPE No SHORT-LISTED BIDDER: BIDDER whose TECHNICAL PROPOSAL and documents submitted in the ENVELOPE No. 2 have been declared acceptable by the COMMITTEE, thus being qualified for his ENVELOPE No.3 to be opened PROINVERSIÓN: Private Investment Promotion Agency PROINVERSIÓN, whose PROJECT MANAGER is in charge of conducting this BID in accordance with the APPLICABLE LAWS AND PROVISIONS PROPOSAL: TECHNICAL PROPOSAL and ECONOMIC PROPOSAL of the LISTED BIDDER ECONOMIC PROPOSAL: Proposal of each SHORT-LISTED BIDDER, made up of the Technical Offer and the Economic Offer. It will be noted by the SHORT-LISTED BIDDERS in Form No. 1 of Annex No. 5 of the BIDDING TERMS AND CONDITIONS TECHNICAL PROPOSAL: Document No. 3 to be submitted by each LISTED BIDDER in the ENVELOPE No. 2, as indicated in Subparagraph 7.1 and considering the content of Annex No. 8. Compliance with the subparagraphs of this Annex shall be demonstrated by submitting Forms No. 3 to No. 6 of Annex No. 4 of the BIDDING TERMS AND CONDITIONS DEFINITIVE TECHNICAL PROPOSAL: Document prepared by the CONTRACTED PARTY containing the information and documentation considered for the implementation of the TRANSPORT NETWORK, in accordance with the request in Annex No. 8-A of the BIDDING TERMS AND CONDITIONS. Special Public Bid Private Investment Promotion Process for the Execution of the Installation 18

19 GENERAL TECHNICAL PROPOSAL: Document prepared by the CONTRACTED PARTY containing the information submitted in the TECHNICAL PROPOSAL for the TRANSPORT NETWORK, with more detailed information and documentation, in accordance with the request in Annex No. 8-A of the BIDDING TERMS AND CONDITIONS TEST PROTOCOL: Document containing, among others, the procedures to be executed to verify the correct installation and operation of the TRANSPORT NETWORK, in accordance with Annex No. 8-A of the BIDDING TERMS AND CONDITIONS. This document shall be prepared by the CONTRACTED PARTY and shall be approved by FITEL prior to its application ACCEPTANCE TEST PROTOCOL FOR INSTALLATIONS: Document prepared by the CONTRACTED PARTY containing, among others, the procedures to be executed to verify the correct installation and operation of the services in the BENEFICIARY LOCATIONS, servers, applications, maintenance centers, service desks, network management center, data center, radio stations, and the like, that are part of the ACCESS NETWORK. This document shall be approved by FITEL prior to its application COMMISSIONING PROTOCOL: Document containing, among others, the procedures to be executed to verify the compliance with the SERVICE LEVELS required in Annex No. 8-A of the BIDDING TERMS AND CONDITIONS. This document shall be prepared by the CONTRACTED PARTY and shall be approved by FITEL prior to its application AWARDED PROJECT: PROPOSAL of the SHORT-LISTED BIDDER declared as the SUCCESSFUL BIDDER by PROINVERSIÓN EXECUTIVE DIRECTOR FINANCING CONTRACT PROJECT: Document on which BIDDERS submit their enquiries and suggestions within the deadlines and formalities established in Subparagraph 1.6 of the BIDDING TERMS AND CONDITIONS JUNÍN PROJECT: Installation of Broadband for the Comprehensive Connectivity and Social Development of the Junin Region Project, formulated by FITEL within the framework of the Law No , Law No and other APPLICABLE LAWS AND PROVISIONS PUNO PROJECT: Installation of Broadband for the Comprehensive Connectivity and Social Development of the Puno Region Project, formulated by FITEL within the framework of the Law No , Law No and other APPLICABLE LAWS AND PROVISIONS MOQUEGUA -TACNA PROJECT: Are the Installation of Broadband for the Comprehensive Connectivity and Social Development of the Moquegua Region and Installation of Broadband for the Comprehensive Connectivity and Social Development of the Tacna Region Project, formulated by FITEL within the framework of the Law No , Law No and other APPLICABLE LAWS AND PROVISIONS PROJECT: Refers interchangeably to the JUNÍN PROJECT, or the PUNO PROJECT or the MOQUEGUA - TACNA PROJECT. Special Public Bid Private Investment Promotion Process for the Execution of the Installation 19

20 REGIONAL PROJECTS: The twenty-one (21) Broadband Installation Projects for the Comprehensive Connectivity and Social Development of the corresponding Region or of similar name, formulated or to be formulated by FITEL for the twenty-one regions in Peru, within the framework of the Law No , Law No and other applicable regulations COMMISSIONING: Date from where the CONTRACTED PARTY starts the provision of the services included in the FINANCING CONTRACT, initiating the OPERATION PERIOD of the ACCESS NETWORK POINT OF PRESENCE: Location where the transmission network arrives and from where connections are distributed to the CPE to provide the services in a BENEFICIARY LOCATION RADIO MERCADOS (MARKET RADIO): Alternative information tool and/or channel that the CONTRACTED PARTY may use, in accordance with Appendix No. 14 of Annex No. 8-B of the BIDDING TERMS AND CONDITIONS. They are radio modules conditioned inside zone or district markets, to communicate aspects of the PROJECT and the AWARDED PROJECT indicated in Annex No. 8-B of the BIDDING TERMS AND CONDITIONS and may be performed by an announcer, a technician or an enthusiast citizen, who makes live announcements RDNFO: National Optical Fiber Backbone: North Universal Coverage, South Universal Coverage and Center Universal Coverage LEGAL REPRESENTATIVE: Natural person appointed by the BIDDER in accordance with Subparagraph 2.4 of the BIDDING TERMS AND CONDITIONS and who shall be granted the powers foreseen in such Subparagraph ACCESS NETWORK: Telecommunications network implemented according to the corresponding TECHNICAL SPECIFICATIONS, allowing the final user to access the public services of telecommunications and intranet access for the AWARDED PROJECT, in accordance with Clause 7.40 of the FINANCING CONTRACT TRANSPORT NETWORK: High-speed, availability and reliability network designed based on the deployment of optical fiber, with redundancy scheme and points of presence in the district capitals, as foreseen in Subparagraph 7.4 of Article 7º of the Law No It shall be deployed by the CONTRACTED PARTY in the BENEFICIARY LOCATIONS DATA ROOM: PROINVERSIÓN office area, located at Av. Enrique Canaval Moreyra No. 150, Piso 7, San Isidro, Lima 27, Lima, Perú, that will have information related to the BID and may be visited by BIDDERS, after signing the NON-DISCLOSURE AGREEMENT, according to the terms indicated in the BIDDING TERMS AND CONDITIONS. Notwithstanding the foregoing, a virtual Data Room may also be implemented AWARENESS AND DISSEMINATION: Series of activities to be carried out by the CONTRACTED PARTY to inform and communicate the beneficiary population about the implementation of the AWARDED PROJECT in the Special Public Bid Private Investment Promotion Process for the Execution of the Installation 20

21 BENEFICIARY LOCATIONS, and to inform about the advantages of using the services to be provided by the CONTRACTED PARTY to contribute to the personal, family, local, regional and national development, so that the AWARDED PROJECT has social acceptance to promote its execution and the acceptance of the CONTRACTED PARTY. To comply with this obligation, the CONTRACTED PARTY shall adhere to the provisions in Appendix No. 14 of Annex No. 8-B of the BIDDING TERMS AND CONDITIONS ENVELOPE No. 1: Envelope containing the documents specified in Subparagraph 5 of the BIDDING TERMS AND CONDITIONS, to be submitted by the BIDDER who wishes to be considered as a LISTED BIDDER in this BID ENVELOPE No. 2: Envelope containing the TECHNICAL PROPOSAL with the documents specified in Subparagraph 7.1 of the BIDDING TERMS AND CONDITIONS, to be submitted by the LISTED BIDDER ENVELOPE No. 3: Envelope containing the ECONOMIC PROPOSAL, which shall be submitted by the LISTED BIDDER, as set forth in Subparagraph 7.2 of the BIDDING TERMS AND CONDITIONS ENVELOPES: Refers interchangeably to ENVELOPE No. 1, ENVELOPE No. 2 or ENVELOPE No SUPERVISION: Series of specialized technical activities of supervision, surveillance, inspection and control to be carried out by FITEL or a third party appointed by the latter, during the INVESTMENT PERIOD OF THE ACCESS NETWORK, INVESTMENT PERIOD OF THE TRANSPORT NETWORK and OPERATION PERIOD to verify the compliance with the characteristics and obligations foreseen in Annexes No. 8-A and No. 8-B of the BIDDING TERMS AND CONDITIONS and the FINANCING CONTRACT, assumed by the CONTRACTED PARTY SUPERVISOR: Natural or legal, public or private person, in charge of carrying out the SUPERVISION tasks for the installation, as well as the maintenance of the AWARDED PROJECT, during the term of the FINANCING CONTRACT BID Legal Framework and Background Legal Framework Legislative Decree No. 1224: Legislative Decree of the Framework for the Private Investment Promotion through Public Private Partnerships and Asset Projects Supreme Decree No EF: Regulation of the Legislative Decree No Law No that determines the legal nature of the Private Investment Promotion Agency (PROINVERSIÓN) as a Decentralized Public Body attached to the Economics and Finance sector, with legal personality and technical, functional, administrative, economic and financial autonomy, representing a state-funded public body. Special Public Bid Private Investment Promotion Process for the Execution of the Installation 21