C ITT Part a Inst to Tenderers (13 Jun 08) Act Add2

8/12/2019 C ITT Part a Inst to Tenderers (13 Jun 08) Act Add2

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CHEVES HYDROPOWER PROJECT

TENDER DOCUMENTS

CHEVES S.A.

Contract C Civi l WorksInstructions to Tenders and Form of Tender and

SchedulesPart A Instruct ions to Tenderers

13 June 2008

JByA


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Cheves Hydropower ProjectContract C - Civil WorksInstructions to Tenders and Form of Tender and SchedulesPart A Instructions to Tenderers Page 2 of 28

C ITT Part A Inst to Tenderers (13 Jun 08) Norconsult & JByA

TABLE OF CONTENTS

A. GENERAL ................. ............. .............. ................................ .............. ...................... ......... 4

1 DEFINITIONS .................................................................................................................... 42 SCOPE OF TENDER............... ...................... .............. ...................... ....................... ......... 43 ELIGIBLE TENDERERS ................................................................................................... 44 GENERAL REQUIREMENTS TO THE TENDER ............ ................................ .............. .... 55 ONE TENDER PER TENDERER / ALTERNATIVE TENDERS .............. ....................... .... 86 COST OF TENDERING ..................................................................................................... 87 SITE VISIT ......................................................................................................................... 88 CONTENT OF TENDER DOCUMENTS ............................................................................ 99 SUPPLEMENTARY INFORMATION FOR GUIDANCE ............. ............. ....................... .. 1010 CLARIFICATION OF TENDERING DOCUMENTS.......................................................... 1211 AMENDMENT OF TENDER DOCUMENTS .................... ....................... ......................... 12B. PREPARATION OF TENDERS ....................................................................................... 1412 LANGUAGE OF TENDER ............................................................................................... 1413 DOCUMENTS COMPRISING THE TENDER .................................................................. 1414 TENDER PRICES .......... ................................ .............. ....................... ...................... ....... 1615 CURRENCY OF TENDER AND PAYMENT ........... ................................ ......................... 1616 TENDER VALIDITY ......................................................................................................... 1717 TENDER SECURITY .......... ................................ ............. ....................... ....................... .. 1818 PRE-TENDER MEETING ................................................................................................ 1919 FORMAT AND SIGNING OF TENDER ........................................................................... 19C. SUBMISSION OF TENDERS .......................................................................................... 2120 DOCUMENTS TO BE PROVIDED WITH THE TENDER, SEALING AND MARKING

OF TENDERS.................................................................................................................. 2121 DEADLINE FOR SUBMISSION OF TENDERS ........... ................................ ............. ....... 2122 LATE TENDERS ............................................................................................................. 2123 MODIFICATION AND WITHDRAWAL OF TENDERS ........................... ....................... .. 21D. TENDER OPENING AND EVALUATION ........................................................................ 2324 TENDER EVALUATION .................................................................................................. 2325 PRELIMINARY EVALUATION AND ADDITIONAL INFORMATION ............................... 23E. AWARD OF CONTRACT ................................................................................................ 2426 EMPLOYER S RIGHT TO ACCEPT ANY TENDER AND TO REJECT ANY OR ALL

TENDERS ....................................................................................................................... 2427 NOTIFICATION OF AWARD ........................................................................................... 25


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Cheves Hydropower ProjectContract C Civil WorksInstructions to Tenders and Form of Tender and SchedulesPart A Instructions to Tenderers Page 3 of 28

C ITT Part A Inst to Tenderers (13 Jun 08) Norconsult

28 SIGNING OF CONTRACT AGREEMENT ....................................................................... 2529 DISPUTES REVIEW METHOD ....................................................................................... 2530 CORRUPT OR FRAUDULENT PRACTICES .................................................................. 25F. TENDER DATA ............................................................................................................... 27


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Cheves Hydropower ProjectContract C - Civil WorksInstructions to Tenders and Form of Tender and SchedulesPart A Instructions to Tenderers Page 4 of 28

C ITT Part A Inst to Tenderers (13 Jun 08) Norconsult & JByA

A. GENERAL

1 DEFINITIONS

Invitation Lettermeans the letter inviting Tenderers to submit a Tender,including the documents set out in Clause 13.

Prospective Tenderer means an entity (including a joint venture) whichhas been selected to participate into the tendering process for the ChevesHydropower Project.

Tender means an irrevocable offer submitted by a Tenderer undertaking tocarry out the works described in the Tender Documents for a price, togetherwith all documents supporting the offer, in response to the Invitation Letter incompliance with the requirements of these Instructions to Tenderers.

Tenderermeans an entity (including a joint venture) which submits atender for the Cheves Hydropower Project.

2 SCOPE OF TENDER

2.1 The Employer intends to construct the 168 MW Cheves Hydropower Projectlocated on Rio Huaura in Peru under the following contractual arrangement:

(a) a contract for civil works (Contract C);

(b) a contract for electrical and mechanical works (Contract EM);

(c) a contract for transmission line works (Contract T);

(d) a contract for hydraulic steelworks (Contract H); and

each referred to as a Contract, or together referred to as the Contracts, inthese Instructions to Tenderers.

Contract H will be tendered and awarded by the Employer and the Employermay, in its discretion, assign and novate Contract H to the Contractor ofContract C as a nominated Subcontract.

2.2 The project and scope of each Contract are described in the tenderdocuments listed in Clause 8 (Tender Documents) and in the informationdocuments referred to in Clause 9 below.

2.3 Throughout these Tender Documents words and expressions shall have thesame meanings as are respectively assigned to them in the GeneralConditions. The terms tender and bid and their derivatives( Tenderer/bidder , tendering/bidding , etc.) are synonymous.

3 ELIGIBLE TENDERERS

Only pre-selected tenderers are eligible to Tender. If any invited Tenderershould wish to associate with another entity for the purpose of the Contract,


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the Employer s prior consent shall be obtained.

4 GENERAL REQUIREMENTS TO THE TENDER

4.1 The Tenderers shall include as part of their Tender the followinginformation:

(a) copies of original documents defining the constitution or legal status,place of registration, principal place of business and written notarizedpower of attorney of the signatory of the Tender to commit theTenderer; and

(b) authority to seek reference from the Tenderer s bankers.

4.2 Tenders submitted by a joint venture of 2 or more entities as partners shall

comply with the following requirements:(a) the Tender shall include all the information listed in Sub-Clause 4.1

above, for each of the joint venture partners;

(b) the Tender Security, the Tender, and in the case of a successfulTender, the Contract Agreement, shall be signed so as to be legallybinding on all partners, jointly and severally (ie. Responsibilidadsolidaria);

(c) one of the partners shall be nominated as being in charge with all dueauthority at the Employer s satisfaction, and this authorization shallbe evidenced by submitting a power of attorney signed by legallyauthorized signatories of all the partners;

(d) the partner in charge shall be authorized to incur liabilities andreceive instructions for and on behalf of any and all partners of thejoint venture and the entire execution of the Contract, includingpayment, shall be done exclusively with the partner in charge;

(e) all partners of the joint venture shall be liable and jointly and severallyresponsible for the execution of the Contract in accordance with thecontract terms (and for the obligations under the Contract), and astatement to this effect shall be included in the authorizationmentioned under (c) above, as well as in the Tender and in theContract Agreement (in case of a successful Tender); and

(f) a copy of the joint venture agreement or its equivalent agreement,entered into by the parties to the joint venture in order to prepare and

present the Tender and eventually carry out the Work, shall besubmitted with the Tender. Alternatively, a letter of intent to executea joint venture agreement in the event of a successful Tender shallbe signed by all partners and submitted with the Tender, togetherwith a copy of the proposed agreement. In any case, such documentshould state that all parties to the joint venture will be jointly andseverally liable.


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4.3 The Tenderer shall in his planning pay particular attention to the interfaceswith the other contactors, including the contractors in Contract H, Contract Tand Contract E. The Tenderer shall in his time schedule include and confirm

compliance with all progress milestones. The Employer requires a highdegree of co-operation between the contractors both in the design andduring implementation of the Works. All costs related to the cooperation andcoordination with the other contractors shall be included in the TenderPrices.

4.4 The Tender Documents and the copyright in them are, and will alwaysremain, the property of the Employer.

4.5 Except to the extent that the express terms of the Tender Documentsprovide for the Employer to be responsible for the information provided,neither the Employer nor any of its advisers or consultants or any other

person makes any representation or warranty, express or implied, as to theaccuracy, reliability or completeness of the information contained in theTender Documents or subsequently provided to the Tenderers. TheTenderer agrees that, to the maximum extent permitted by law, none ofthose persons will have any liability (whether arising from negligence orotherwise) for any representations or warranties (express or implied) orinformation contained in, or for any omissions from, the Instructions toTenderers, Tender Documents or any written, oral or other communicationstransmitted to the Tenderer in the course of this tendering process.

4.6 Except to the extent that the express terms of the Tender Documentsprovide for the Employer to be responsible for the information provided, norepresentation made by or on behalf of the Employer in relation to theTender, the Instructions to Tenderers or the Tender Documents (or theirsubject matter) will be binding on the Employer.

4.7 The Tenderer must fully inform itself in relation to all matters (including allrisks, contingencies and other circumstances which could have an effect onits Tender) arising from the Instructions to Tenderers and the TenderDocuments and warrants that it has allowed for all relevant matters informulating its Tender. The Tenderer will be deemed to have satisfied itselfas to the accuracy, sufficiency and completeness of its Tender.

4.8 The Tenderer undertakes that, except to the extent that the express termsof the Tender Documents provide for the Employer to be responsible for theinformation provided:

(a) it will prepare its Tender based on its own investigations,interpretations, deductions, information and determinations;

(b) it will not place any reliance upon the completeness, accuracy,adequacy or correctness of any of the information or other thingsmentioned in Clause 4.5; and


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(c) its Tender will be accurate and comply in all respects with theInstructions to Tenderers and the requirements of all applicableLaws.

4.9 The Tenderer acknowledges that:

(a) in considering the Tender; and

(b) in entering into any contract with a Tenderer (should that happen),

the Employer will (among other things) be relying upon the representationsand warranties given by such Tenderer in the Instructions to Tenderers.

4.10 Tenderers and their respective officers, employees, agents and advisersmust not engage in any collusion, anti-competitive conduct or any othersimilar conduct with any other Tenderer or any other person in relation tothe preparation, content or lodgement of their Tender.

4.11 Confidential Information

(a) A Prospective Tenderer must keep confidential the TenderDocuments and any information provided by the Employer inconnection with the Tender including any information marked asconfidential or which the Tenderer knows or ought reasonably toknow is confidential or should be treated as such.

(b) A Prospective Tenderer must not copy or reproduce any of theinformation provided in the Tender Documents or otherwise by or onbehalf of the Employer in connection with the Tender Documentsexcept as required for the purpose of preparing and submitting a

Tender and then only to the extent reasonably necessary.(c) Tender Documents become the property of the Employer upon

lodgement and thereafter remain the property of the Employer.

4.12 Tenderers must in participating in this tendering process (including inpreparing and lodging any Tender and accessing the Site for any reason) orotherwise in connection with the Tenderer's Tender (whether or not aTender is lodged by the Tenderer or the Tender is accepted), comply withall applicable Laws.

4.13 A Tenderer must, by notice in writing, advise the Employer of any error,discrepancy, ambiguity, incompleteness, omission or other issue arising in

connection with the Tender Documents immediately after the Tendererbecomes aware of it. Without limiting Sub-Clause 11.1, the Employer may,by written notice to Tenderers, issue Addenda to the Tender Documents inaccordance with Sub-Clause 11.1 correcting or clarifying any error,ambiguity or discrepancy.


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5 ONE TENDER PER TENDERER / ALTERNATIVE TENDERS

5.1 Each Tenderer shall submit only one Tender, either individually or as a

partner in a joint venture. A Tenderer who submits or participates in morethan one Tender will cause all the proposals in which the Tenderer hasparticipated to be disqualified. Subcontractors are allowed to participate inmore than one Tender.

5.2 Tenderers wishing to offer technical alternatives to the requirements of theTender Documents will do it at their own risk and shall also price the designas described in the Tender Documents. Tenderers shall provide allinformation necessary for a complete evaluation of the alternative by theEmployer, including drawings, design calculations, technical specification,breakdown of prices and proposed construction methodology and otherdetails, as relevant to the alternative.

6 COST OF TENDERING

The Tenderer shall bear all costs, expenses, losses and other liabilitiesassociated with the preparation and submission of its Tender, and theEmployer will in no case be responsible or l iable for those costs, expenses,losses and other liabilities regardless of the conduct or outcome of thetendering process.

7 SITE VISIT

7.1 The Tenderer must visit and examine the Site and its surroundings andobtain for itself on its own responsibility all information that may benecessary for preparing the Tender and entering into a Contract forconstruction of the Works. The costs of visiting the Site shall be at theTenderer s own expense.

7.2 The Tenderer and any of its personnel or agents shall be grantedpermission by the Employer to enter upon its premises and lands for thepurpose of such visit, but upon the express condition that the Tenderer, itspersonnel, and agents will sign an agreement with the purpose of releasingand indemnifying the Employer and its personnel and agents from andagainst all liability in respect thereof, and with the responsibility for death orpersonal injury, loss of or damage to property, and any other loss, damage,costs and expenses incurred (including to third parties) as a result of the

inspection.

7.3 The Employer shall conduct a Site visit concurrently with the pre-tendermeeting referred to in Clause 18.


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8 CONTENT OF TENDER DOCUMENTS

8.1 The Tender Documents are those stated below and will be amended by and

should be read in conjunction with any Addenda issued in accordance withClause 11.

Instruc tions to Tender and Form of Tender and SchedulesPart A Instructions to TenderersPart B Form of Tender Commercial Proposal Technical ProposalPart C Addenda issued during the Tender Process

Volume 1 Contract AgreementContract Agreement

Volume 2 Conditions of ContractPart 1A: General Conditions

Part 1B: Particular ConditionsPart 2: Appendinx to TenderSchedules

Schedule 1 Interface Issues and Descriptions To be developedSchedule 2 Performance Bank GuaranteeSchedule 3 Bank Guarantee for Advance PaymentSchedule 4 Bank Guarantee for RetentionsSchedule 5 Parent Company Guarantee To be developedSchedule 6 Hydraulic Steelworks Novation Agreement To bedevelopedSchedule 7 Contractor Insurance Term SheetSchedule 8 Employer Insurance Term SheetSchedule 9 Schedule of PaymentsSchedule 10 Form of Interim Payment CertificateSchedule 11 Valuing Variations, Delay, Disruption CostSchedule 12 DayworksSchedule 13 Underground Works: Adjustment for TimeSchedule 14 Progress Milestone TableSchedule 15 ProgrammeSchedule 16 Key PersonnelSchedule 17 List of SubcontractorsSchedule 18 Permits and LicensesSchedule 19 Health, Safety, Environmental and SocialManagementSchedule 20 Facilities to be provided by Contractor

Schedule 21 Employer s Business PrinciplesSchedule 22 Dispute Adjudication Agreement

Volume 3 Specifications and Bill of Quantitiesa. Specifications .b. Bill of Quantities

Volume 4 Drawingsa. Drawings


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Any memoranda, letters, drawings and other information provided by theEmployer prior to the issue of Tender Documents shall not form part of the

Tender Documents or the Contract between the successful Tenderer andthe Employer.

The Contract shall comprise the documents contained in Volume 1,Volume 2, Volume 3 and Volume 4, as described in this Sub-Clause 8.1(as amended by any Addenda issued from time to t ime).

8.2 The Tenderer shall examine carefully the contents of the TenderDocuments. Failure to fully comply with the requirements of the Tendersubmission will be at the Tenderer s own risk.

8.3 The Tenderers are cautioned that all substantially conditional offers,variations or deviations by the Tenderer in respect of any item proposed by

the Tenderer may be rejected in the process of Tender evaluation unlesssubmitted as an alternative Tender alongside a Tender conforming in allessential respects to the Tender requirements.

8.4 Notwithstanding the above paragraph, any Tender with any substantialdeviation from the Conditions of Contract or the Specifications, and/or anyother requirements stipulated in the Tender Documents may be rejected asnon responsive.

9 SUPPLEMENTARY INFORMATION FOR GUIDANCE

9.1 There are a number of available information documents in relation to thisproject that are not par t of either the Tender Documents or the Contract butare available for inspection by Tenderers and subsequently for such use asthe Tenderer may wish to make of them entirely on its own responsibility(Supplementary Information for Guidance).

9.2 Supplementary Information for Guidance is provided to Tenderers and maybe utilized by the Tenderer at its discretion in preparing its Tender.Supplementary Information for Guidance for Tenderers includes (but notexhaustively) the following documents:

a. Basic Design Report. March 2008. JByA-Norconsult.b. Central Hidroelctrica Cheves 1. Actualizacin del Informe de

Geologa y Geotcnia. Febrero 2008. JByA.c. Central Hidroelctrica Cheves 1.Lneas 13.8 kV a Presas y

Obras de Toma. Expediente Tcnico de Licitacin. Enero 2008.JByA.

d. CH Cheves 1. Canteras, Campamentos, Botaderos eInstalaciones de Portales. Enero 2008. JByA.

e. Cheves 1 Hydropower Project. Estimation of Design Floods.January 2008. Dc Terence C. Muir.

f. Levantamiento Topogrfico y Georeferenciado de las estacionesHidromtricas de la CH Cheves 1. Noviembre 2007. JByA.


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g. Reconocimiento del Estado de los Accesos a las Secciones deObra de la central hidroelctrica Cheves 1. Julio 2007. JByA.

h. Central Hidroelctrica Cheves 1. Estudio de factibilidad. InformeFinal. Marzo 2007 (incluye anexo A Planos). JByA-Norconsult.i. HEPP Cheves 1. Feasibility report. Final versin. March 2007

(includes annex A drawings). JByA-Norconsult.j. Central Hidroelctrica Cheves 1. Estudio de factibilidad. Informe

Final. Anexos B: Sistema de Transmisin, C: Geologa. Marzo2007. JByA-Norconsult.

k. Central Hidroelctrica Cheves 1. Estudio de factibilidad. Informede Hidrologa y topografa. Abril 2006. JByA

l. Cheves 1 Hydropower Proyect, Per. Review of Hydrology . April2006. Dc Terence C. Muir.

m. Manual Ambiental para la Rehabilitacion y Mantenimiento deCaminos Vecinales y de Herradura

n. Manual Tecnico para el Mejoramiento de Camino de Herradura

The Supplementary Information for Guidance is provided by the Employerin good faith but solely for the purpose of alerting Tenderers for theContract to possible conditions that might be experienced or encounteredin the performance of the Contract. The investigations and studies fromwhich the Supplementary Information for Guidance draws its informationwere carried out for the feasibility and design evaluations of the proposedCheves hydropower project.

Where the information provided in the Supplementary Information for

Guidance has been based on or derived from original data collected in thefield, the basis or derivation is described. The original data is provided, orreferenced, or can be made available on request to permit the Tenderer toprocess it in a manner and into a form to suit its own requirements.

The attention of the Tenderer is directed to the provisions of the TenderDocuments including, but not limited to, Clause 7 of these Instructions toTenderers and to Sub-Clause 4.10 of the General Conditions (asamended by the Particular Conditions) requiring the Tenderer to informitself fully of the Site and all conditions affecting the performance of theContract and the costs thereof.

The Supplementary Information for Guidance is not part of the Tender

Documents and shall form no part of the Contract or any Tender for theContract and is provided subject to this Clause 9.

The Employer disclaims all or any responsibility whatsoever to anyone forthe interpretation of information contained in the SupplementaryInformation for Guidance or for any representation or statement therein,whether express or implied. Without prejudice to the generality of theforegoing, the Employer does not warrant or guarantee or otherwisepromise or represent that interpretations, deductions, concepts, ideas,


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assessments, recommendations and conclusions described in theSupplementary Information for Guidance are sound, accurate, completeor correct and that the designs, drawings and schedules presented

therein are adequate, correct or fit for their intended purpose.

The Supplementary Information for Guidance does not contain, nor doesthe Employer make any promise or representation whatsoever, whetherexpress or implied, as to the conditions at the Site.

After reviewing the above documents in the Employer s office, theTenderers may request copies of the documents comprising theSupplementary Information for Guidance which they require for moredetailed study. Where a document comprising Supplementary Informationfor Guidance is translated from the original language by either theEmployer or the Tenderer, the meaning of the original document shallprevail in case of any inconsistency.

10 CLARIFICATION OF TENDERING DOCUMENTS

10.1 A Prospective Tenderer requiring any clarification of the Tender Documentsshould notify the Employer in writing or by cable (hereinafter, the termCable is deemed to include facsimile) at the Employer s address indicated

in the tender data in Part F of this document (Tender Data) as soon aspossible but in any case no later than 28 days prior to the tender submissiondate described in Sub-Clause 21.1.

10.2 The Employer will respond to any request for clarification that he receivesearlier than 28 days prior to the tender submission date described in Sub-Clause 21.1.

10.3 Any necessary clarification may be made by:

(a) a numbered Addendum issued in accordance with Clause 11; or

(b) providing information or clarification to any Tenderer requiringinformation or clarification in such form as the Employer deemsappropriate without issuing any Addendum to each Tenderer (inwhich case, such information or clarification shall not form part of theTender Documents).

10.4 Copies of the Employer s response will be forwarded to all pre-selectedTenderers, including a description of the inquiry but without identifying itssource.

11 AMENDMENT OF TENDER DOCUMENTS

11.1 At any time prior to the deadline for submission of Tenders, the Employermay amend the Tender Documents by issuing an addendum (Addendum).


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11.2 Any Addendum thus issued shall be part of the Tender Documents pursuantto Sub-Clause 8.1 and shall be communicated in writing or by Cable to allpre-selected Tenderers. Prospective Tenderers shall promptly

acknowledge receipt of each Addendum by Cable to the Employer.

11.3 To give Prospective Tenderers reasonable time in which to take anAddendum into account in preparing their Tenders, the Employer shallextend as necessary the deadline for submission of Tenders, in accordancewith Sub-Clause 21.2.

11.4 The Employer may issue further information to Tenderers without issuing anAddendum.

11.5 Each Tender submitted must refer to each Addendum by number and statethat the Tender takes account of and includes that Addendum as a Tender

Document.


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B. PREPARATION OF TENDERS

12 LANGUAGE OF TENDER

The Tender, and all correspondence and documents related to the Tenderexchanged by the Tenderer and the Employer, shall be written in the tenderlanguage stipulated in the Tender Data. Supporting documents and printedliterature furnished by the Tenderer may be in another language provided they areaccompanied by an accurate translation of the relevant passages in the abovestated language, in which case, for the purposes of interpretation of the Tender,the translation shall prevail.

13 DOCUMENTS COMPRISING THE TENDER

13.1 Each Tenderer shall submit one original and three photocopies of thedocuments listed in this Clause 13. Each Tenderer shall also include oneelectronic copy on CD.

13.2 The original shall be marked Original and the photocopies shall be markedCopy 1 , Copy 2 and Copy 3 respectively.

13.3 Form of Tender

13.4 Package 1 Commercial Proposal:

Form A Tender Security

Form B Power of AttorneyForm C List of Addenda ReceivedForm D Deviations ExceptionsForm E Valuing Variation, Delay and DisruptionForm F Price Adjustment Factor and Currencies (excel format)Form G Bill of Quantities (excel format)Form H Unit Price Breakdown (excel format)Form I Indicative Schedule of PaymentsForm J Contractor Insurance Term SheetForm K Financial Capacity

Form K.I Financial SituationForm K.II Average Annual Construction TurnoverForm K.III Current Contract Commitments Works in

ProgressForm K.IV Sources of CreditForm K.V Pending Arbitration and Litigation

Form L Joint Venture

13.5 Package 2 Technical Propos al:

Form A Confirmation of ExperienceForm A.I Key Project Personnel / Staff


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Form A.II Experience Summary of Key ProjectPersonnel

Form B Proposed Construction Programme

Form C Proposed Construction Method StatementForm D Proposed Construction Equipment for the ProjectForm E Proposed Manpower ScheduleForm F Organisation of Construction TeamForm G Proposed Subcontractors and SubConsultantsForm H Proposed Interface PlanForm I Proposed Temporary Works PlanForm J Preliminary HSES ProgramForm K Alternative ProposalsForm L Additional InformationForm M Preliminary Design Information

13.6 A Shareholder s Resolution or a Board of Directors Resolution in

accordance with the Memorandum, Articles of Association and Bylaws (orother formation document) clearly authorizing a named person or persons tosign the Tender and any amendments thereto must be provided with theTender.

A specimen of an acceptable Shareholder s Resolution or a Board ofDirector s Resolution (as applicable) would read as follows:

Resolved:That (NAME) or failing him (NAME) ishereby authorized to submit and sign the Tender and all relateddocuments (including, without limitation, the resulting Contract) forthe Cheves Hydropower Project Contract and any amendmentsthereto.

The resolution must be certified by the Company General Manager. For acompany not incorporated in Peru, the resolution must be notarized by aNotary Public, consularized by the Peruvian Consulate in the country ofincorporation, and duly certified by the Ministry of External Affairs in Peru.

ALTERNATIVELY, a Power of Attorney executed in accordance with theMemorandum, Articles of Association and Bylaws (or other formationdocument) notarized by a Notary Public of the country of incorporation andconsularized by the Peruvian Consulate in the country of incorporation andduly certified by the Ministry of External Affairs in Peru (if not so notarized inPeru) may be submitted. It may be specific to this Tender or it may be ageneral one. A general Power of Attorney should contain the following orsimilar clause:

authority to sign on behalf of the Company, Tenders and relateddocuments (including the resulting contracts) and anyamendments thereto.


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Tenderers should note that persons who are authorized by resolution orPower of Attorney do not have the power to delegate their authority unlessspecifically empowered to do so.

14 TENDER PRICES

14.1 The Contract C shall be for the whole Works as described in the TenderDocuments, based on the rates and prices in the Bill of Quantities submittedby the Tenderer.

14.2 The Tenderer shall fill in rates and prices for all items of Works included inthe Bill of Quantities. Items against which no rate or price is entered by theTenderer shall be deemed covered by the rates of other items and prices inthe Bill of Quantities.

14.3 All duties, taxes, fees and other levies payable by the Contractor under theContract, or for any other cause, as on the date 28 days prior to thedeadline for submission of Tenders, shall be included in the rates and pricesand the total tender price submitted by the Tenderer (Tender Price) and theevaluation and comparison of Tenders by the Employer shall be madeaccordingly.

14.4 The rates and prices quoted by the Tenderer are subject to adjustmentduring the performance of the Contract in accordance with the provisions ofClause 13 of the General Conditions (as amended by the ParticularConditions). The Tenderer must furnish the weightings as required byClause 14 of the General Conditions (as amended by the ParticularConditions). The Employer may require the Tenderer to justify its proposedweightings.

15 CURRENCY OF TENDER AND PAYMENT

15.1 The unit rates and the prices shall be quoted by the Tenderer entirely inUnited States Dollars (USD).

15.2 A Tenderer expecting to incur expenditures in other currencies for inputs tothe Works (the Foreign Currency Requirements") shall indicate in Form F ofthe Commercial Proposal the proportion of the Tender Price (excludingProvisional Sums) needed by it for the payment of such foreign currencyrequirements, in

(i) Euro; and

(ii) Peruvian Nuevo Sol,

always provided that a Tenderer expecting to incur expenditures in acurrency or currencies other than those stated in (i) and (ii) above for aportion of the Foreign Currency Requirements, and wishing to be paidaccordingly, shall indicate the respective portion in its Tender.


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15.3 The rates of exchange to be used by the Tenderer for currency conversionduring tender preparation shall be the selling rates for similar transactionsprevailing on the date 28 days prior to the deadline for submission of

Tenders published by the Superintendencia de Banca, Seguros y AFPofPeru. If exchange rates are not so published for certain currencies, theTenderer shall state the rates used and the source.

15.4 Where the Tenderer is successful, it will be entitled to escalation of ratesand prices from the Base Date until the Contract Agreement has beenexecuted. Thereafter, all rates and prices shall be fixed in US Dollars.

15.5 The Tenderer shall include in its Tender the cost of hedging the exchangerate. The Employer shall, before the execution of the Contract Agreementwith the successful Tenderer, decide in its absolute discretion whether:

(a) the exchange rate risk shall be borne by the Employer (in which casethe currency under the Contract will be adjusted to reflect thecurrencies set out in Sub-Clause 15.2); or

(b) the exchange rate risk will remain with the Contractor (in which casethe cost of the hedging the exchange rate shall be an additional itemin the Contract Price).

15.6 The Contractor will be paid only in US Dollars.

15.7 Tenderers may be required by the Employer to clarify their ForeignCurrency Requirements, and to substantiate that the amounts included in

the unit rates and prices and shown in the Form F of the CommercialProposal are reasonable and responsive to Sub-Clause 14.1, in which casea detailed breakdown of its Foreign Currency Requirements shall beprovided by the Tenderer.

16 TENDER VALIDITY

16.1 Tenders remain valid and irrevocable for the period stipulated in the TenderData after the deadline for Tender Submission Date (Tender Validi tyPeriod).

16.2 In exceptional circumstances, prior to expiry of the original Tender Validity

Period, the Employer may request that the Tenderers extend the period ofvalidity for a specified additional period (Additional Tender Valid ityPeriod). The request and the responses thereto shall be made in writing orby Cable. A Tenderer may refuse the request without forfeiting its TenderSecurity. A Tenderer agreeing to the request will not be required orpermitted to modify its Tender, but will be required to extend the validity ofits Tender Security for the period of the extension and in compliance withClause 17 in all respects.


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18 PRE-TENDER MEETING

18.1 The Tenderer s designated representative is invited to attend a pre-tender

meeting, which will take place at the office of the Employer, at the time anddate indicated in the Invitation Letter.

18.2 The purpose of the meeting will be to clarify issues and to answer questionson any matter that may be raised at that stage.

18.3 The Tenderer is requested, as far as possible, to submit any questions inwriting or by Cable, to reach the Employer not later than one week beforethe meeting. It may not be practicable at the meeting to answer questionsreceived late, but questions and responses will be transmitted inaccordance with the following Sub-Clause 17.4.

18.4 Minutes of the meeting, including the text of the questions raised and theresponses given, together with any responses prepared after the meeting,will be transmitted without delay to all invitees. Any modification of theTender Documents that may become necessary as a result of the pre-tender meeting shall be made by the Employer exclusively through the issueof an Addendum pursuant to Clause 11 and not through the minutes of thepre-tender meeting.

18.5 Attendance of the pre-tender meeting is compulsory and non-attendancemay cause the disqualification of a Tenderer.

19 FORMAT AND SIGNING OF TENDER

19.1 The Tenderer must prepare one original of the documents comprising theTender as described in Clause 13 of these Instructions to Tenderers clearlymarked original. In addition, the Tenderer must submit copies of theTender, in the number specified in the Tender Data and clearly markedcopies. In the event of discrepancy between them, the original will prevail.

19.2 The original and all copies of the Tender must be typed or written inindelible ink (in the case of copies, photocopies are also acceptable) andmust be signed by a person or persons duly authorized to sign on behalf ofthe Tenderer, pursuant to these Instructions to Tenderers, as the case maybe. All pages of the Tender must be initialled by the person or persons

signing the Tender.

19.3 The Tender shall contain no alterations, omissions or additions, exceptthose to comply with the instruction issued by the Employer, or asnecessary to correct errors made by the Tenderer, in which case suchcorrections shall be initialled by the person or persons signing the Tender.

19.4 The Tenderer shall furnish information as described in the Invitation Letteron commissions or gratuities, if any, paid or to be paid to agents relating to


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this Tender and to Contract execution if the Tenderer is awarded theContract.


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C. SUBMISSION OF TENDERS

20 DOCUMENTS TO BE PROVIDED WITH THE TENDER, SEALING

AND MARKING OF TENDERS

20.1 The Tenderer must seal the original and each copy of the Tender in an innerand outer envelope duly marking the envelopes as ORIGINAL andCOPY .

20.2 The inner and outer envelopes must:

(a) be addressed to the Employer at the address provided in theTender Data;

(b) bear the name/identification of the Tender as defined in the TenderData; and

(c) provide a warning not to open before date for Tender opening

(Tender Opening Date), as specified in the Tender Data.

20.3 In addition to the identification required above the inner envelope mustindicate the name and address of the Tenderer to enable the Tender to bereturned unopened in case it is declared late pursuant to Clause 22.

20.4 If the outer envelope is not sealed and marked as above, the Employer willassume no responsibility for the misplacement or premature opening of thetender.

21 DEADLINE FOR SUBMISSION OF TENDERS

21.1 Tenders must be received by the Employer at the address and no later thanthe time and date specified in the Tender Data (Tender Submission Date).

21.2 The Employer may, in exceptional circumstances and at its discretion,extend the Tender Submission Date by issuing an Addendum in accordancewith Clause 11, in which case all rights and obligations of the Employer andthe Tenderers previously subject to the original deadline will thereafter besubject to the deadline as extended.

22 LATE TENDERS

Any Tender received by the Employer after the Tender Submission Date

prescribed in Clause 21 will be returned unopened to the Tenderer.

23 MODIFICATION AND WITHDRAWAL OF TENDERS

23.1 The Tenderer may modify or withdraw its Tender after Tender submission,provided that written notice of the modification or withdrawal is received bythe Employer prior to the Tender Submission Date. The Tenderer smodification or withdrawal notice shall be prepared, sealed, marked, anddelivered in accordance with the provisions of Clause 20, with the outer and


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inner envelopes additionally marked modification or withdrawal, asappropriate.

23.2 Except as provided in Sub-Clause 23.1, withdrawal of a Tender during theinterval between the Tender Submission Date and the end of the TenderValidity Period or Additional Tender Validity Period, as applicable, shallresult in the execution of the Tender Security pursuant to Clause 17.


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D. TENDER OPENING AND EVALUATION

24 TENDER EVALUATION

24.1 Evaluation of Tenders

(a) The Employer shall have the right, in its sole discretion, to determinewhich of the responsive Tenders it wishes to evaluate.

(b) The Tenderer shall be available for the discussion, clarification, andnegotiation of its Tender and shall provide any additional informationrequested by the Employer, at any time after the Tender SubmissionDate.

(c) Tenderers shall note that in addition to the Tender Price, theEmployer may at its sole discretion take into account any factors itconsiders relevant in evaluating the Tender.

24.2 The Employer is under no obligation to accept the Tender with the lowestTender Price, or any Tender. The Employer will not enter intocorrespondence with any Tenderer regarding the reasons for non-acceptance of a Tender.

25 PRELIMINARY EVALUATION AND ADDITIONAL INFORMATION

25.1 Without limiting Clause 26, the Employer may:

(a) after concluding a preliminary evaluation of Tenders, reject anyTender that in its opinion is unacceptable; and

(b) reject any Tender that is not from or does not disclose a solvent legalentity capable of entering into a contract with the Employer.

25.2 Notwithstanding any other requirement of the Tender Documents, theEmployer may require a Tenderer to submit additional informationconcerning the Tender before any Tender is accepted. If the Tenderer failsto submit the additional information so required or fails to submit suchinformation within the period required by the Employer, the Employer mayrefuse to consider the Tender further. Any additional information supplied bythe Tenderer will, if required by the Employer, form part of the Tenderer sTender.

25.3 Nothing in this Clause 25 limits Clause 4 in any way.


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E. AWARD OF CONTRACT

26 EMPLOYER S RIGHT TO ACCEPT ANY TENDER AND TO REJECTANY OR AL L TENDERS

26.1 Selection of the successful Tenderer will be made by the Employer withoutappeal and without obligation to justify the basis for its selection.

26.2 The Employer reserves the right in its absolute discretion:

(a) to refuse to consider any non conforming Tender;

(b) to accept the lowest priced or any Tender;

(c) to negotiate with any one or more Tenderers;

(d) to perform the Works under the Contract itself;

(e) not to enter into any contract;

(f) to accept an offer either conditionally or unconditionally;

(g) to reject all offers and, upon giving notice to that effect to allTenderers:

(1) the Tender Validity Period or Additional Tender ValidityPeriod, as applicable, will be deemed to have ended; and

(2) the Employer may negotiate with and/or enter into a contractwith any person (whether or not that person is a Tenderer);or

(h) not to proceed with the Works.

26.3 After the Tender Submission Date, at any time, the Employer may (withoutlimitation to any other action that may be open to t he Employer):

(a) vary the manner, timing or basis of consideration of a Tender, or varyany Instruction to Tenderers (Tender Change);

(b) invite all Tenderers to change and re-submit their Tenders inresponse to the Tender Change;

(c) enter into post-offer negotiations with a preferred Tenderer; or

(d) in its discretion, consider or accept or reject any Tender orresubmitted Tender.

26.4 If a Tender Change is to be implemented, the Employer shall issue anAddenda to all parties outlining the Tender Change.

26.5 If the Employer requests Tenderers to re-submit a Tender:

(a) this will not affect the original Tender submitted by each Tenderer,which remains irrevocable, open and capable of acceptance at any


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time during the Tender Validity Period or Additional Tender ValidityPeriod, as applicable; and

(b) the re-submittted Tenders will consitute a seperate, irrevocable offer,

which will also remain open and capable of acceptance, at any timeduring the Tender Validity Period or Additional Tender Validity Period,as applicable.

27 NOTIFICATION OF AWARD

27.1 Prior to expiration of the Tender Validity Period or Additional Tender ValidityPeriod, as applicable, the Employer will notify the successful Tenderer inwriting or by Cable (confirmed by registered letter), that its Tender has beenaccepted.

28 SIGNING OF CONTRACT AGREEMENT

28.1 The Tenderer agrees that, subject to Clause 26 of these Instructions toTenderers, if the Employer accepts its Tender:

(a) such Tender will constitute a binding agreement between theEmployer and the Contractor; and

(b) the Tenderer will execute the Contract Agreement for the Contract.

28.2 Upon fulfilment of Sub-Clause 28.1, the Employer will promptly notify theother Tenderers that their Tenders have been unsuccessful and theirTender Security will be returned as promptly as possible, in accordance withSub-Clause 17.5.

29 DISPUTES REVIEW METHOD

29.1 In the event that a dispute arises in relation to these Instructions toTenderers, Clause 20.6 of the General Conditions (as amended by theParticular Conditions) shall apply.

29.2 These Instructions to Tenderers are governed by the laws of Peru and theparties irrevocably submit to the courts of the Judicial District of Lima-Cercado, Peru.

30 CORRUPT OR FRAUDULENT PRACTICES

30.1 The Employer requires that tenderers/suppliers/contractors, observe thehighest standard of ethics during the procurement and execution of suchcontracts. In pursuance of this policy, the Employer:

(a) defines, for the purposes of this provision, the terms set forthbelow as follows:


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(i) corrupt practice means the offering, giving, receiving, orsoliciting of anything of value to influence the action of anofficial of the Employer or the Engineer or other involved

personnel in the procurement process or in contractexecution; and

(ii) fraudulent practice means a misrepresentation of facts inorder to influence a procurement process or the executionof a contract to the detriment of the Employer, and includescollusive practice among Tenderers (prior to or after Tendersubmission) designed to establish Tender Prices at artificialnon-competitive levels and to deprive the Employer of thebenefits of free and open competition;

(b) will reject a proposal for award if it determines that the Tendererrecommended for award has engaged in corrupt or fraudulent

practices in competing for the contract in question; and

(c) will declare a firm ineligible, either indefinitely or for a stated periodof time, to be awarded any contract within Peru if it is at any timedetermined that the firm has engaged in corrupt or fraudulentpractices in competing for, or in executing, any contract in Peru.


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F. TENDER DATA

The Tender Data complement, amend, or supplement the provisions in the

Instructions to Tenderers. The references are to Clauses contained in theInstructions to Tenderers.

Whenever there is a conflict, the provisions herein shall prevail over those in theInstructions to Tenderers.

Clause

10.1 Address for clarifications

Empresa de Generacin Elctrica Cheves S.A.

Av. Camino Real 456

Edificio Torre Real Piso 7

San Isidro

Lima, Peru

Fax: +51 1 7053299

12 Tender language:

English

16.1 Tender Validity Period :

180 days.

17.1 Amount of Tender Secu ri ty :

USD 3million.

The Tender Security must be addressed to the Employer and mustaccompany the Tender.

20.2(a) Employer s address for the purpose of Tender submission.Empresa de Generacin Elctrica Cheves S.A.

Av. Camino Real 456

Edificio Torre Real Piso 7

San Isidro

Lima, Peru

Phone: +51 1 7053300

Fax: +51 1 7053299


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E-mail: [email protected]

20.2(b)B)

Name of the Pro ject:Cheves Hydroelectric Project, Contract C (Civil Works)

20.2(c) Tender Opening Date

16 September 2008

21.1 Tender Submission Date

15 September 2008 at 18:00 hrs