PDATED BIDDING TERMS AND CONDITIONS€¦ · BIDDING TERMS AND CONDITIONS -“WIDE-SCALE USE OF NATURAL GAS – DISTRIBUTION SYSTEM THROUGH A NATURAL GAS GRID ACROSS THE REGIONS OF

“Decade of Equal Opportunities for Men and Women”

“Year of Dialogue and National Reconciliation”

Republic of Peru

UPDATED BIDDING TERMS AND CONDITIONS

International Public Bid for the concession of the Project:

“Wide-Scale Use of Natural Gas – Distribution System through a Natural Gas Grid across the Regions of

Apurimac, Ayacucho, Huancavelica, Junin, Cusco, Puno and Ucayali”

July 2018

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

Spanish text, the version in Spanish shall prevail.

BIDDING TERMS AND CONDITIONS - “WIDE-SCALE USE OF NATURAL GAS – DISTRIBUTION SYSTEM THROUGH A NATURAL GAS GRID ACROSS THE REGIONS

OF APURIMAC, AYACUCHO, HUANCAVELICA, JUNIN, CUSCO, PUNO AND UCAYALI” Page 2 of 48

Dirección de Portafolio de Proyectos



Ministerio de Economía y Finanzas

(Ministry of Economy and Finance)

Agencia de Promoción de la Inversión Privada

(Private Investment Promotion Agency)

TABLE OF CONTENTS

1. OBJECT OF THE BID .................................................................................................................. 4 2. GENERAL .................................................................................................................................... 4 3. DEFINITIONS ............................................................................................................................... 6 4. LEGAL FRAMEWORK OF THE BID ........................................................................................... 6 5. POWERS OF PROINVERSIÓN ................................................................................................... 7 6. CONCESSION DRAFT CONTRACT ........................................................................................... 7 7. BID SCHEDULE ........................................................................................................................... 7 8. SUBMISSION TO THE BIDDING TERMS AND CONDITIONS AND INTERPRETATION ........ 8 9 AUTHORIZED AGENTS AND LEGAL REPRESENTATIVES .................................................... 8 10. INQUIRIES AND CIRCULAR LETTERS ................................................................................... 10 11. ACCESS TO INFORMATION: DATA ROOM ........................................................................... 11 12. QUALIFICATION ......................................................................................................................... 11 13. SUBMISSION AND ASSESSMENT OF PROPOSALS ............................................................ 14 14. AWARD CHALLENGE .............................................................................................................. 16 15. BID DECLARED NULL AND VOID .......................................................................................... 17 16. CLOSURE DATE OF THE BID ................................................................................................. 17 17. EXECUTION OF THE VALIDITY, ENFORCEABILITY AND BID BOND ................................ 18 ANNEX 1 BID SCHEDULE ................................................................................................................. 19 ANNEX 2 DEFINITIONS ..................................................................................................................... 20 ANNEX 3 QUALIFICATION REQUIREMENTS ................................................................................. 25 ANNEX 4 METHOD TO DETERMINE THE BEST PROPOSAL ........................................................ 27 ANNEX 5 PROCEDURE FOR THE CLOSURE DATE ...................................................................... 28 ANNEX 6 ............................................................................................................................................. 30 FINANCIAL ENTITIES AUTHORIZED TO ISSUE GUARANTEES ................................................... 30 ANNEX 7 ............................................................................................................................................. 32 DATA ROOM DOCUMENTS .............................................................................................................. 32 FORM 1 QUALIFICATION APPLICATION ........................................................................................ 33 FORM 2 ............................................................................................................................................... 34 CREATION OF A CONSORTIUM ....................................................................................................... 34 FORM 2-A ............................................................................................................................................ 35 CREATION OF BIDDER’S CONSORTIUM ........................................................................................ 35 FORM 2-B ............................................................................................................................................ 36 MODIFICATION TO A CONSORTIUM (BIDDER) ............................................................................. 36 FORM 3 ............................................................................................................................................... 37 SUBMISSION OF PROPOSAL ........................................................................................................... 37 FORM 4 ............................................................................................................................................... 38 VALIDITY, ENFORCEABILITY AND BID BOND ............................................................................... 38 FORM 5 ............................................................................................................................................... 39 GUARANTEE OF CHALLENGE TO THE AWARD ........................................................................... 39 FORM 6 ............................................................................................................................................... 40 INFORMATION NOTIFICATION ......................................................................................................... 40 FORM 7 ............................................................................................................................................... 41 VALIDITY OF THE INFORMATION .................................................................................................... 41 FORM 8 ............................................................................................................................................... 42 ACCEPTANCE OF THE BIDDING TERMS AND CONDITIONS AND CONTRACT ........................ 42 FORM 8-A ............................................................................................................................................ 43 ACCEPTANCE OF THE BIDDING TERMS AND CONDITIONS AND CONTRACT ........................ 43 FORM 9 ............................................................................................................................................... 44










STATEMENT OF NOT BEING DISQUALIFIED FROM CONTRACTING WITH THE STATE .......... 44 FORM 10 ............................................................................................................................................. 45 NON-DISCLOSURE AGREEMENT .................................................................................................... 45 FORM 11 ............................................................................................................................................. 47 VALIDITY OF THE POWERS OF ATTORNEY OF THE LEGAL REPRESENTATIVES .................. 47 FORM 12 ............................................................................................................................................. 48 TRANSFER OF THE RIGHT OF PARTICIPATION (*) ...................................................................... 48



BIDDING TERMS AND CONDITIONS

1. OBJECT OF THE BID

The State of the Republic of Peru, through the Private Investment Promotion Agency – PROINVERSIÓN, issues an invitation for an International Public Bid for Comprehensive Projects with the purpose of appointing a legal person, national or foreign, or Consortium, to which the Peruvian Government, through the Ministry of Energy and Mining, will grant in concession the design, financing, construction, operation and maintenance of the project “Wide-Scale Use of Natural Gas - Distribution System through a Natural Gas Grid Across The Regions of Apurimac, Ayacucho, Huancavelica, Junin, Cusco, Puno and Ucayali” (hereinafter, “Central-South Wide-Scale Use”) for thirty-two (32) years starting on the Closure Date.

For such purpose, these Bidding Terms and Conditions govern the procedure of the Project Bid, with the following general objectives:

a. To achieve a transparent, simple, objective process on equal terms.

b. To achieve the participation of the largest number of Bidders with the required experience.

c. To define the basic rules on which the Bidder may formulate its proposals.

d. To select the most convenient proposal for the State.

The Bid referred to in these Bidding Terms and Conditions shall be conducted in accordance with the provisions contained herein, and all matters not provided for herein shall abide by the Applicable Laws and Provisions.

It is considered, without admitting evidence to the contrary, that any Acquirer or Bidder participating in the Bid is familiar with these Bidding Terms and Conditions and the Applicable Laws and Provisions.

2. GENERAL

2.1 The Bidding Terms and Conditions and the documents comprising them shall be governed and construed in accordance with the Applicable Laws and Provisions.

2.2 Legal persons, national or foreign, or Consortiums may participate in this Bid.

2.3 A natural or legal person, either individually or through a Consortium, may not participate in more than one Bidder.

2.4 Those who are under the scope of Article 1366 of the Civil Code, people with any of the impediments set forth in Law No. 30225, Law on State Contracting or rule replacing it, people with the impediments set forth by rules with the force of law, or those who having been awardees in Public Private Partnership contracts ceased to be so due to a contractual breach.

This last impediment is also applicable to the Qualified Operator and/or those who have exercised Effective Control over the investor at the time of termination of the corresponding contract.










2.5 Acquirers and Bidders shall base their decision to participate in the Bid on their own

research, studies, examinations, inspections, economic calculations, financial

calculations, visits, interviews and other information obtained from their own due diligence.

In the same manner, they shall cover all the direct and indirect expenses or costs incurred

with relation to the preparation and submission of their Qualification Application or

Proposal. The Government of the Republic of Peru or any agency, entity or officer thereof,

the Ministry of Energy and Mining, PROINVERSIÓN, the Committee, the Commission,

and the advisors to the Committee shall not be responsible in any case for these expenses

or costs, regardless of the modality of the Bid or its results.

2.6 The State or any of its agencies, including PROINVERSIÓN, its consultants and/or advisors shall not be held responsible for, or guarantee, expressly or implicitly, the totality, integrity, reliability or truthfulness of the information from the Data Room. Consequently, none of the participants of the Bid may attribute any liability to any of the aforementioned parties or their representatives, agents or dependents for the possible use of such information or for any inaccuracy, insufficiency, defect, lack of updated information or for any other reason not expressly considered in this Subparagraph.

2.7 The aforementioned limitation of liability includes, to the broadest extent possible, any information related to the Bid that is effectively known, any unknown information and the information that should have been known at a given time, including possible errors or omissions contained in it, by the Peruvian State or by any of its agencies, entities or officers or by the Ministry of Energy and Mining, PROINVERSIÓN, its consultants and/or advisors, the Committee, the advisors to the Committee and the Commission. Similarly, such limitation of liability includes any information whether or not provided or prepared, directly or indirectly, by any of the parties above.

The limitation of liability is also applicable to all the information available on PROINVERSIÓN’s Institutional Website (www.proinversion.gob.pe) and all the information provided through Circular Letters or any other communication obtained during the visits made to the facilities related to this Bid and those mentioned in these Bidding Terms and Conditions.

2.8 The Acquirer who decides not to participate in the Bid may transfer or assign its Right of Participation. For this purpose, the new Acquirer shall present in the Qualification Envelope a notice evidencing the transfer in its favor, according to Form 12.

2.9 The mere submission of the Qualification Application or the Proposal, without any subsequent action, will imply the Acquirer or the Bidder’s full knowledge and acceptance of, and unconditional submission to all the provisions in the Bidding Terms and Conditions, as well as its irrevocable and unconditional waiver, to the broadest extent allowed by the Applicable Laws and Provisions, to its rights to initiate any action, counterclaim, exception, complaint, claim or request for compensation against the State or any of its agencies, entities or officials, the Ministry of Energy and Mining, PROINVERSIÓN, the Committee, the advisors to the Committee and the Commission.

2.10 The Project Director reserves the right to verify the truthfulness of the documentation submitted by the Acquirer or Bidder along the different stages of the Bid, and even after its completion, without this involving in any way a limitation to the liability of the Acquirer or Bidder regarding a possible insufficiency of lack of veracity of the data or information submitted.

http://www.proinversion.gob.pe/










2.11 The lack of veracity or incompleteness of the data or information submitted by the Acquirer or Bidder in this bid will be grounds for its disqualification by the Project Director in any of the stages of the bid, without prejudice to the liabilities that may arise therefrom, except for the cases expressly foreseen as being subject to remedy.

2.12 The Executive Director, after receiving the Committee’s opinion, may suspend or cancel the Bid at any moment, for reasons of public interest, without incurring liability or obligation for the payment of compensation of any kind. This decision is not objectionable.

2.13 The Executive Director, after receiving the Committee’s opinion, may reject all the proposals submitted, for reasons of public interest and therefore, cancel the Bid, without incurring liability or obligation for the payment of compensation of any kind. This decision is not objectionable.

2.14 In accordance with the provisions set forth in article 13 of Supreme Decree No. 410-2015-EF, it is reported that as of today the companies providing consultancy or advisory services to PROINVERSIÓN in this private investment promotion process are: Latin Pacific Capital S.A., R. García Consultores S.A., Santiváñez Abogados S.A, Consorcio de Masificación de Gas Natural made up of Universidad ESAN and Mr. Daniel Eduardo Rodríguez Villafañe, Consultoría Kapak S.A.C and Luis Alberto Espinoza Quiñones & Asociados Desarrolladores de Mercados Energéticos S.A.C.

3. DEFINITIONS

Any reference made in this document to "Subparagraph", "Annex" and "Form" shall be construed as made to the subparagraphs, annexes and forms of these Bidding Terms and Conditions, respectively, unless expressly indicated otherwise.

All time references shall be understood as made to Peru local time.

Expressions in the singular include, where appropriate, the plural and vice versa. Capitalized terms used in these Bidding Terms and Conditions and are not expressly defined herein correspond to the Applicable Laws and Provisions or shall have the meaning ascribed to them during the activities specific to the development of the Project, or failing this, to the terms regularly used in capital letters.

In these Bidding Terms and Conditions, Terms shall have the meanings indicated in Annex 2.

4. LEGAL FRAMEWORK OF THE BID

4.1 Political Constitution of Peru.

4.2 Legislative Decree No. 295, Civil Code.

4.3 Law No. 26887, General Corporation Law.

4.4 Supreme Decree No. 027·2002-PCM, Merge of several entities related to private investment promotion and their incorporation into FOPRI´s Executive Management, which shall be called Investment Promotion Agency.

4.5 Law No. 28660, which determines the legal nature of the Private Investment Promotion Agency – PROINVERSIÓN.

4.6 Supreme Decree No. 185-2017-EF, PROINVERSIÓN’s Organization and Functions Regulations.










4.7 Supreme Decree No. 254-2017-EF, Single Revised Text of Legislative Decree No. 1224, Legislative Decree of the Framework of Private Investment Promotion through Public Private Partnerships and Asset Projects, and amendments.

4.8 Supreme Decree No. 410-2015-EF, Regulations of Legislative Decree No. 1224, and amendments.

5. POWERS OF PROINVERSIÓN

5.1 The Project Director leads the Bid and is entitled to:

a. Exercise all functions and duties assigned by the Applicable Laws and Provisions.

b. Solve anything not foreseen in the Bidding Terms and Conditions or in the Applicable Laws and Provisions.

5.2 The sole presentation of the information foreseen and/or requested by the Project Director for the purposes of preshortlisting made by an Acquirer does not entail that the Project Director shall declare it as Bidder, nor the presentation of a Proposal obliges the Executive Director to accept it.

5.3 The decisions made by the Project Director, Executive Director, Committee or Board of Directors, as the case may be, with regard to this Bid, are final and will not give rise to any kind of compensation and are not subject to objections at administrative or judicial level, except as set forth in the provisions related to challenge to the Award. As a consequence, by participating in the Bid, the persons comprised under the scope of these Bidding Terms and Conditions forgo any legal challenge against such decisions.

6. CONCESSION DRAFT CONTRACT

6.1 Draft Contracts shall be published on PROINVERSIÓN’s Institutional Website and notified in Circular Letters to Acquirers or Bidders, as appropriate, who may submit their comments and/or suggestions within the terms established in the Schedule. The Project Director will evaluate the convenience to include the suggestions made by the Acquirers or Bidders or not.

6.2 None of the terms and/or criteria contained in the Draft Contracts will be binding upon PROINVERSIÓN or the Grantor in any way.

6.3 The final version of the Concession Contract, approved by the Executive Director, shall be published on PROINVERSIÓN’s Institutional Website and notified to Bidders by Circular Letters, as set out in the Schedule.

7. BID SCHEDULE

7.1 Dates of the scheduled activities are detailed in Annex 1.

7.2 The Project Director may modify the Schedule at any time, which shall be informed to Acquirers and Bidders by a Circular Letter.

7.3 Unless expressly stated otherwise, the documents shall be submitted at PROINVERSIÓN’s reception desk on the established Day no later than 17:00 hours, Lima – Perú time.










8. SUBMISSION TO THE BIDDING TERMS AND CONDITIONS AND INTERPRETATION

8.1 The mere presentation of the documents requested in the Bidding Terms and Conditions entails the full knowledge and acceptance of and unconditional submission to all procedures, obligations, conditions and rules, without exception, set out in the same, by the Acquirer, Bidder or Awardee, as appropriate.

8.2 These Bidding Terms and Conditions are legally binding upon the Acquirers, Bidders or the Awardee. Consequently, Acquirers, Bidders or the Awardee irrevocably and unconditionally waive to take, before any jurisdiction or authority, any actions, claims, suit or claim for compensation against PROINVERSIÓN, its advisors, or any other entity, body or officer of the State of the Republic of Peru for the exercise of the powers foreseen in the Bidding Terms and Conditions and in the Applicable Laws and Provisions.

8.3 Terms and expressions used in these Bidding Terms and Conditions shall be construed in their natural and obvious sense unless another meaning is specifically assigned thereto in this document or its annexes or inferred from the context thereof; and in any case, in accordance with the rules in force in Peru. It shall be assumed, without admitting evidence to the contrary, that every participant in the Bid is familiar with the Applicable Laws and Provisions.

8.4 Titles of chapters, subparagraphs, annexes and forms of these Bidding Terms and Conditions are exclusively used for indicative purposes and shall not affect the interpretation of their content.

9 AUTHORIZED AGENTS AND LEGAL REPRESENTATIVES

9.1 Authorized agents 9.1.1 Acquirers, once being granted the Right of Participation, shall appoint, by means

of a non-certified letter addressed to the Project Director and duly signed by their Legal Representative, a maximum of two natural persons as their Authorized Agents, who may act individually or jointly, at the discretion of the Acquirers. Together with this appointment, the following information shall be provided by Form 6: common address in the cities of Lima or Callao, phone number and e-mail addresses.

9.1.2 The Authorized Agents, besides the powers expressly contained in the Bidding Terms and Conditions, will be entitled to:

a) Represent the Acquirer, Bidder or Awardee before PROINVERSIÓN, the Executive Director, the Project Director and advisors on all matters not exclusively reserved for the Legal Representative, as set out in Subparagraph 9.2.2.

b) Answer, on behalf of the Acquirer, Bidder or Awardee, with binding effect for its represented party, all the questions made by the Project Director;

c) Receive Circular Letters;

d) Sign the Non-Disclosure Agreement, according to Form 10.

e) Request information to the Project Director and use the Data Room.

9.1.3 Acquirers and Bidders, subject to prior written communication addressed to the Project Director and complying with the same requirements, may substitute any of










the Authorized Agents. This replacement shall take effect the Day after the communication is received by the Project Director.

9.2 Legal Representatives

9.2.1 Acquirers and Bidders may appoint up to two common Legal Representatives to represent them, individually or jointly, as provided for in this Subparagraph. Together with this appointment, the following information shall be provided by Form 6: name, ID number, common domicile in the cities of Lima or Callao, phone number and e-mail addresses.

9.2.2 The powers granted to the Legal Representatives shall be sufficiently broad so that any of them may sign, jointly or individually, on behalf and representation of the represented party, all the documents required in these Bidding Terms and Conditions, including specifically the power to initiate the challenge procedures foreseen in the Bidding Terms and Conditions, sign the Proposal and, in case of being the Awardee, the Concession Contract.

9.2.3 The power of attorney through which the Legal Representatives are appointed, shall contain the corresponding powers of representation, and it may be a general or specific power of attorney. It shall be presented in the Qualification Envelope.

9.2.4 Replacement of the Legal Representatives will be effective from the Day following the date on which the Project Director receives the documents that duly prove such appointment.

9.2.5 The power of attorney granted outside Peru appointing a Legal Representative shall be:

a. Duly extended or legalized before the Consulate of Peru with jurisdiction, endorsed by the Ministry of Foreign Affairs of Peru, attaching a non-certified translation into Spanish in case the power of attorney was issued in a different language; or,

b. Apostilled, in case the Acquirer or Bidder come from a country signatory to the “Convention Abolishing the Requirement of Legalization for Foreign Public Documents”, adopted on October 5, 1961, in the city of The Hague, Kingdom of the Netherlands, approved by Legislative Resolution No. 29445 and ratified by Supreme Decree No. 086-2009-RE ("Apostille Convention”).

9.2.6 The powers of attorney granted in Peru shall be recorded in a public deed or notary-certified copy of the minutes of the corresponding corporate governing body that granted them.

9.2.7 In case of Consortiums, the legal representatives shall be common to all members. Their appointment shall be made through the Legal Representatives of the members of the Consortium who have the powers to make this appointment. Such powers will be proven as set forth in Subparagraphs 9.2.5 y 9.2.6.

9.2.8 In no case shall the powers of attorney of the Legal Representative be required to be recorded in the Registry Office of Peru at the time they are submitted.










10. INQUIRIES AND CIRCULAR LETTERS

10.1 Inquiries

10.1.1 Acquirers or Bidders, as applicable, through their Authorized Agents and/or Legal Representatives, may make inquiries strictly referred to the Bidding Terms and Conditions, and comments or suggestions to the Draft Contract within the terms established in the Schedule, by written communications in Spanish addressed to:

NORMAN ZEGARRA RUFFNER Project Director Av. Enrique Canaval Moreyra Nº150, Floor 8, Lima 27, Peru Tel: (511) 200-1200 Extension 1221 Email : [email protected]

[email protected]

10.1.2 Answers given by the Project Director to the inquiries on the Bidding Terms and Conditions will be delivered in writing by Circular Letters to all Acquirers and Bidders, as the case may be, without disclosing the name of the inquirer. After completing the Qualification stage, the answers to any inquiries on the Bidding Terms and Conditions will be sent to Bidders. Without prejudice to the provision above, answers to all inquiries will be available on PROINVERSIÓN’s website.

10.1.3 Comments and suggestions received in relation to the Draft Contracts will be published on PROINVERSIÓN’s Institutional Website, without disclosing the name of the individual that made them.

10.1.4 The Project Director is not obliged to answer inquiries to the Bidding Terms and Conditions if they are not related to the Bid. Likewise, is not obliged to accept or answer suggestions from Acquirers and Bidders to the Contract Draft. PROINVERSIÓN will evaluate the convenience to include the suggestions made by Acquirers and Bidders or not. It is expressly established that the Schedule dates detailed in Annex 1 are for reference only. The Project Director may change any of the dates set in the Schedule, in which case, it will be notified by a Circular Letter.

10.1.5 All Acquirers will be entitled, through the Authorized Agents and/or Legal Representatives, to hold meetings with the Project Portfolio Director or the Project Director until the Day before the deadline for filing the Qualification applications; meanwhile, Bidders will be entitled to do so by the Day before the date set for the submission of Proposals. After the Award is granted, the Awardee may request meetings to coordinate the Closure Date activities.

10.2 Circular Letters

10.2.1. The Project Director may at any time, if deemed necessary, clarify, specify, modify and/or supplement these Bidding Terms and Conditions and will issue a Circular Letter to this end, addressed to the Legal Representatives or Authorized Agents of Acquirers or Bidders, as appropriate.

10.2.2. All Circular Letters and communications will be delivered to the email addresses previously indicated in Form 6 by the Acquirer or Bidder, who acknowledges having as properly received the communications sending a confirmation e-mail. Therefore, it is understood that merely by presenting the Affidavit – Information notification (Form 6), the Acquirer or Bidder expressly gives consent to receive electronic mails










from the institutional email account. Likewise, the Interested Party or Bidder is permanently responsible for tracking their own electronic email account.

10.2.3. Circular Letters issued by the Project Director will be an integral part of these Bidding Terms and Conditions, being, as a result, legally binding for all Acquirers and Bidders.

10.2.4. Upon expiration of the term for the Qualification of Acquirers, Circular Letters shall only be addressed to Bidders.

Without prejudice to the provision above, all Circular Letters will be published on PROINVERSIÓN’s Institutional Website.

11. ACCESS TO INFORMATION: DATA ROOM

11.1 Access to the Data Room

Acquirers or Bidders shall have, until the date indicated in the schedule, access to information relative to the Project “Wide-Scale Use of Natural Gas - Distribution System through a Natural Gas Grid Across The Regions of Apurimac, Ayacucho, Huancavelica, Junin, Cusco, Puno and Ucayali”, which shall be available for consultation in PROINVERSIÓN’s Data Room. Acquirers or Bidders, by means of a written communication sent to the Project Director through any of its authorized agents or Legal Representative, shall indicate the name of the individuals that will have access to the data room.

11.2 Non-Disclosure Agreement

Authorized agent(s) or the representative(s) shall sign the non-disclosure agreement included in Form 10, in order to have access to the Data Room.

11.3 Content of the Information of the Data Room

The information of Data Room is as indicated in annex No. 7.

12. QUALIFICATION

The Qualification envelope shall be submitted as provided for in Subparagraph 12.3 of the Bidding Terms and Conditions at PROINVERSIÓN´s offices, Av. Enrique Canaval Moreyra N° 150, Lima 27, Peru, by the date established in the Schedule, and by an Authorized Agent or a Legal Representative. No documents sent by mail, email or any other means of communication will be accepted or received.

Unless otherwise stated in the Bidding Terms and Conditions, documents included in the Qualification envelope shall:

a) Be delivered as one original and two perfectly legible copies, and consecutively numbered on each page (front and back, even without text). Likewise, it shall include an index containing the detailed list of all the documents included in the envelope. The copies shall have the same numbering as the original.

b) Be signed by the legal Representative, or initialed if a signature is not applicable, only on the pages with text.










c) Be written in Spanish language or accompanied with a non-certified translation into Spanish. In case any discrepancy between texts in different languages is noted, the Spanish version will prevail.

d) In case of any discrepancy between a figure expressed in numbers and words, the amount expressed in words shall prevail.

12.1 Requirements

To be declared as a Bidder, the Acquirer shall meet the financial, technical and legal requirements set out in Annex 3.

12.2 Contents of the envelope

Qualification envelope shall include the following documents:

12.2.1. Qualification Application (Form 1)

12.2.2. Non-certified copy of the valid registry entry or equivalent instrument issued by the

competent authority in the country of origin of the Interested Party, or document

replacing it. In case of a Consortium, the abovementioned documentation shall be

submitted for each one of its members. A non-certified translation into Spanish

shall be attached in case it was issued in another language.

12.2.3. In case of Consortiums, Letter of Creation of Consortium (Form 2) signed by the

Legal Representatives of each one of the members of the Consortium, stating their

intention to participate in the Bid jointly, and confirming its existence, validity and

joint and serveral liability with regard to the obligations assumed in the Bid. One of

the members of the Consortium will necessarily be the operator to be qualified.

12.2.4. Legalized copy of the minutes recording the power of attorney of the Legal

Representative or an original or legalized copy of the notary copy of the power of

attorney. In the case of a Consortium, a legalized copy of the minutes shall be

presented, recording the powers of attorney of the Legal Representatives of each

one of its members, or the original or legalized copy of the notary copy of the power

of attorney.

In case the power of attorney is granted outside Peru, it shall comply with the

provisions set forth in Subparagraph 9.2.5.

Likewise, an Affidavit shall be attached (Form 11), stating that the abovementioned power(s) of attorney are valid.

12.2.5. Non-certified copy of the audited financial statements from the last two completed

financial years of the Acquirer, the members of the Consortium or the

corresponding Related Companies demonstrating the equity indicated in Form 1,

whose figures are being used to prove compliance with the financial requirements

(Annex 3). In case the submitted financial statements are expressed in a currency

other that US Dollars, the net equity and the total assets must be converted into

US Dollars at the exchange rate published by the Superintendence of Banking,

Insurance and Private Pension Funds or similar entity in the country of origin as of

the Closure Date of the financial statements, quotation that shall be included in the

same Form 1.










12.2.6. Non-certified copy of the documents that satisfactorily evidence complaince with

the technical requirements set forth in Annex 3.

12.2.7. Non-certified copy of the payment receipt of the Right of Participation issued in the

name of the Acquirer or one of the members of the Consortium. Alternatively, and

if applicable, an Affidavit (Form 12) shall be submitted explaining the way the Right

of Participation was acquired, whether through a company related to the Acquirer

or any of its shareholders or its partner, through an assignment of rights.

12.2.8. Form 9 – Statement of not being disqualified from contracting with the State.

Bidders that were qualified on October 2, 2015 shall submit the updated documents indicated in Subparagraphs 12.2.2, 12.2.4, 12.2.5, 12.2.8 and update Form 1, up to the date established for Qualification in the Bid Schedule.

12.3 Procedure for the submission of the Qualification envelope

12.3.1 The Acquirer shall coordinate with the Project Director the date of submission of

its Qualification envelope before the Commission, within the term established in

the Schedule.

12.3.2 The Commission will receive the Qualification envelope and will open it before a

Notary Public. The minutes will be drawn up noting the submission, reception and

number of pages of the documentas correspoinding to the Qualification envelope

of the Acquirer .

12.3.3 In case any of the documents requested for the Qualification envelope is missing,

the envelope will be returned and may be presented again within the term

established in the Bid Schedule, upon compliance with Subparagraph 12.3.1

above. Such omission shall be recorded in the minutes indicated in Subparagraph

12.3.2 above.

12.3.4 Upon the opening of the Qualification envelope, no information will be provided to

the Acquirer with regard to its Qualification, until the Project Director’s decision has

been made known to Acquirers by a Circular Letter.

12.4 Procedure for the Qualification envelope assessment

12.4.1 In case the existence of remediable mistakes is proven, the Commission will notify the

Acquirer in writing, for their rectification within the term indicated in the Schedule, under

penalty of being excluded from the Bid. The corresponding answers shall be made in

writing. If the Acquirer is not qualified, it will be excluded from the Bid.

12.4.2 In addition, in order to facilitate the examination, verification and comparison of the data and requirements, the Commission may request Acquirers to clarify the information contained in the Qualification envelope, without this involving any modification to its content. The request for clarification and the corresponding answer shall be made in writing.

12.4.3 Once the assessment from the Commission has been received, the Project Director will issue a decision and notify the result of the Qualification by a Circular Letter: Notwithstanding the foregoing, the list of Bidders will be available on PROINVERSIÓN’s institutional website.










12.4.4 Up to the date indicated in the Schedule, Bidders may form Consortiums or modify their structure without changing the Qualified Operator, according to the model in Form 2-A or Form 2-B, as appropriate. In any case, they may form partnership with other Bidders or third parties. The new Consortium, within the term set out in Schedule, shall meet the Qualification requirements by presenting the documents requested in these Bidding Terms and Conditions. Changes shall be presented to the Project Director for evaluation within the established term.

12.4.5 In case one of the members of a Consortium decides to withdraw from it, the Bidder

shall notify it to the Project Director within the term set out in the Schedule. Only in

case the members remaining in the Bidder fail to meet the Qualification requirements,

the Bidder shall present another Person for assessment by the Project Director. If the

Bidder fails to present such replacement, its Qualfiication will be ineffective fot the Bid,

which shall be notified by the Project Director.

12.4.6 The Project Director’s decision regarding the Qualification will be final and cannot be contested.

12.4.7 Without prejudice to the civil and criminal liability that may have been generated by the lack of truthfulness of the data or the information submitted in the Qualification envelope, the Project Director may disqualifty the Bidder in any stage of the Bid, even after granting the Award, until the established Closure Date. After this date, lack of truthfulness may result in the sactions set forth in the Contract.

13. SUBMISSION AND ASSESSMENT OF PROPOSALS

The place, date and time for the submission of envelopes No. 1 and No. 2 will be informed by a Circular Letter.

Envelopes No. 1 and No. 2 shall be submitted to the Project Director, closed, labeled and clearly marked on the front with the following information:

a) The name of the Bid,

b) The corresponding number of envelope (“envelope No. 1” or "envelope No. 2"); and

c) The name of the Bidder.

Documents in envelopes No. 1 and No. 2 shall be original.

In case of any discrepancy between a figure expressed in numbers and words, the amount expressed in words shall prevail.

Bidders shall present their Proposals by submitting envelope No. 1.

13.1 Contents of envelopes No. 1 and No. 2

13.1.1. All the documentation presented in envelope No. 1 shall be perfectly legible and

initialed by the Bidder’s Legal Representative(s), except for the Validity, Enforceablity

and Bid Bond.

13.1.2. Envelope No. 1 shall be presented in person by one of the Authorized Agents or one

of the Legal Representatives. No documents sent by mail or any other means of

communications will be accepted or received.

13.1.3. The Bidder shall assume all the costs or expenses, direct or indirect, incurred in the

preparation and presentation of Envelopes No. 1 and No. 2. The State or any of its










agencies, including PROINVERSIÓN, its officers, its consultants and/or advisors shall not

be responsible in any case for such costs or expenses, whatever the outcome of the Bid,

or in case the Bid is suspended or cancelled.

13.1.4. Envelope No. 1 shall contain the following documents:

a) One (1) copy of the final version of the Concession Contract, printed on security paper, that the Project Director will send to the Bidders. Each one of the pages shall be duly initialed by the Legal Representative of the Bidder, in acceptance of the terms and conditions thereof.

b) Form No. 7 (Validity of the Information-Affidavit).

c) Form No. 8 or 8-A, as appropriate (Form of Acceptance of the Bidding Terms and Conditions and Contract- Affidavit.

d) Form No. 9 (Affidavit of not being disqualified from contracting with the State).

e) Validity, Enforceability and Bid Bond, according to the amount and conditions set out in Form 4, and issued by any of the Financial Entities listed in Annex 6; which must be renewed, as appropriate, until the Closure Date, and,

f) Envelope No. 2, closed:

13.1.5. Envelope No. 2 shall contain Form 3, printed on security paper, that the Project

Director will send to the Bidders, duly completed and signed by the legal

Represetnative.

13.1.6. The Economic Proposal will be an integral part of the Contract and legally binding.

For the purposes of this Bid, the presentation of Envelope No. 2 contains an irrevocable Economic Proposal, indicating the submission of the Bidder presenting it, without exception, to all the terms and conditions of the Contract.

13.2 Submission of envelopes No. 1 and No. 2 and Award

13.2.1. To simplify the act of submission for envelopes No. 1 and No. 2, Bidders, upon

request by email, may submit the documentation required in envelope No. 1

(except for Envelope No. 2), to be reviewed in the presence of the Notary Public.

For such purpose, the corresponding Circular Letter will be published, indicating

the dates where the previous review of document from envelope No. 1 will take

place. This review does not imply the approval of Envelope No. 1.

13.2.2. The submission of envelopes No. 1 and No. 2 will take place in a public act before

the Project Director, Executive Director and the Committee or before one or more

of its members designated by the latter, and in the presence of a Notary Public, at

the place and date indicated by a Circular Letter. Up to thirty (30) minutes of

tolerance may be granted to start the reception of envelopes.

13.2.3. The Project Director will invite the Bidders one by one to present envelopes N° 1,

which shall contain envelopes No. 2, among other documents. Envelopes No. 1

shall be delivered by each Bidder to the Notary Public, who will verify that

Envelopes are closed and will open them. The Notary Public will initial the

documents contained in envelopes No. 1 and will deliver them to the Project

Director. The Notary Public to will put envelopes No. 2 apart and place them in the

box intended for this purpose.










13.2.4. The Project Director will review documents submitted in envelopes No. 1 and in

case documents from all Bidders are found to be compliant, the Notary Public will

open envelopes no. 2, intial them and read out Form 3 of each Bidder.

13.2.5. The Executive Director, with the previous opinion of the Committee, will grant the

Award to the Bidder that submitted the best Proposal, according to the method

described in Annex 4. Thereafter, minutes will be drawn up and signed by the

Executive Director, the Committee or its representative(s), the Notary Public, the

Project Director, the Awardee and other Bidders that may want to do so.

13.2.6. In case of omission of any of the documents listed in Subparagraph 13.1.1, the

Executive Director, with the previous opinion of the Committee, will deem envelope

No. 1 as not having been submitted. If non-substantial errors or defects are found

in documents of envelope No. 1, the Executive Director, with the previous opinion

of the Committee, will notify the corresponding Bidders of the defects found in such

documents, and this act will be suspended. The Notary Public will then have to

keep closed envelopes No. 2 in custody until the date established in the Schedule.

It is worth mentioning that the Validity, Enforceability and Bid Bond or envelope

No. 2 are not remediable.

Minutes will be taken and signed by the Project Director, the Executive Director, the Committee or its represetnative(s), the Notary Public and any Bidders who may want to do so. The latter may also sign on the outside of the envelopes No. 2 of other Bidders, if desired. Signing the minutes or not does not constitute, extinguish or amend any of the Bidders’ rights.

13.2.7. Acquirers must correct any objectvions within the term established in the Schedule,

under penalty of exclussion from the Bid.

13.2.8. Once the event is resumed, the procedure in Subparagraphs 13.2.4 and 13.2.5 will

apply.

13.2.9. Proposals will remain in force until the Closure Date.

14. AWARD CHALLENGE

14.1 Procedure

14.1.1 Any Bidder that has submitted a valid Proposal, or the Bidder whose Award was revoked, may lodge a challenge to the Executive Director only against the results of the Award or against the decision to grant the Award to the bidder that presented the next better proposal (after revoking the Award for noncompliance of the obligations foreseen on the Closure Date). Such challenge shall necessarily be recorded as an observation in the minutes of opening of envelopes No. 1 and No. 2, or the minutes of the Closure Date, as appropriate, and be duly supported in writing within the maximum period of eight (8) Days after the Award. The Executive Director shall settle the challenge within ten (10) Days from the Day after the presentation of the challenge.

14.1.2 Against the Executive Director’s resolution, the affected Bidder may file an appeal before the Steering Council within three (3) Days after proof of delivery. The appeal may also be filed against the resolution of denial of the challenge by default in the event that, upon expiration of the period of ten (10) Days set for the Executive










Director to settle the challenge lodged, he has failed to issue the corresponding resolution. In this case, the term to file the appeal shall be counted from the day after the expiration of the period of ten (10) Days indicated above.

14.1.3 The appeal filed against the express resolution or resolution by default of the Executive Director shall be settled by the Steering Council within thirty (30) Days counted from the date it was filed. The resolution in second and last instance will be final and not open to appeal.

14.1.4 Any expenses arising from the process of challenging the Award shall be borne by the Bidder that lodging the challenge.

14.2 Guarantee

14.2.1 No challenge will be deemed effectively filed or have any effect unless, within three (3) Days after the date of granting the Award, the Bidder that lodging the challenge delivers to PROINVERSIÒN a joint and several, unconditional, irrevocable, without benefit of excussion or division and automatically enforceable letter of guarantee, as set out in Form 5 of the Bidding Terms and Conditions, in favor of PROINVERSIÓN. The validity of the challenge guarantee referred to in this Subparagraph shall be from the day such guarantee is presented until sixty (60) Days after such date.

14.2.2 Such challenge guarantee will be executed by PROINVERSIÓN in case the corresponding resolution declares that the challenge is not grounded or inapplicable, and an appeal against such decision is not filed by the Bidder lodging the challenge. Likewise, the challenge guarantee will be executed in case the appeal is declared not grounded or inapplicable, in which case the Award granted by the Executive Director will be accepted.

14.2.3 In case the challenge or appeal filed is declared grounded, the challenge guarantee will be returned to the corresponding Bidder, without generating interests in its favor.

15. BID DECLARED NULL AND VOID

The Executive Director, with the previous opinion of the Committee, will declare the Bid null and void, in any of the following cases:

a. If Bidders are not present during the submission of envelopes No.1 and No.2; or

b. If no valid Proposal remains after reviewing both envelopes, or

c. When two valid Proposals are not submitted.

In the abovementioned cases, PROINVERSIÓN may call for a new bid on a new date.

16. CLOSURE DATE OF THE BID

16.1. The Closure Date will be carried out before the Executive Director and in the presence of a Notary Public, according to the Schedule. The date and time will be notified by a Circular Letter.

16.2. For the Closure Date to be valid, the Awardee, the Concessionaire, the Grantor and PROINVERSIÓN, shall comply with the procedure established in Annex 5.










16.3. If it is determined that the Awardee has provided false information in any stage of the Bid , the Executive Director will revoke the Award and the Validity, Enforceability and Bid Bond will be executed.

16.4. If the Awardee fails to fulfill the obligations required for the Closure Date to take place, the Executive Director, prior opinion of the Committee, will revoke the Award and the Validity, Enforceability and Bid Bond will be executed without the need of serving prior notice to the Awardee and may accept the proposal of the Bidder that submitted the second best Proposal in the Bid. In this case, the Executive Director will notify such Bidder about his decision to declare it as the new Awardee, and providing it with information about the procedure of the Closure Date to follow. Likewise, such decision will be informed to the Bidders by a Circular Letter.

The deadlines to comply with the Closure Date procedure will be counted from the notification mentioned in the paragraph above, and shall not be smaller than the periods granted to the first Awardee, according to the Schedule in force at the time of notification.

16.5. Upon completion of the Closure Date, the Validity, Enforceability and Bid Bonds shall be returned to all Bidders other than the Awardee from the Day after such date.

17. EXECUTION OF THE VALIDITY, ENFORCEABILITY AND BID BOND

17.1 In the case the Awardee fails to meet any of its obligations required for the Closure Date to take place, PROINVERSIÓN will execute the Validity, Enforceability and Bid Bond without prior notice to the Awardee.

The Bond will also be executed if PROINVERSIÓN proves that the respective Bidder submitted false information at any stage of the Bid, unless in the case of errors or ommissions that at PROINVERSIÓN’s discretion are irrelevant to the decisions made by the latter or to the Bid results.

17.2 If the Executive Director, prior opinion of the Committee, chooses to accept the second best valid Proposal. he shall notify the corresponding Bidder of his decision to declare it Awardee and, if appropriate, request the extension of its Validity, Enforceability and Bid Bond, for the required term. In case this Bidder fails to comply with this requirement, PROINVERSIÓN will execute such guarantee and cancel the Bid.

18. SUSPENSION AND CANCELLATION OF THE BID

The Executive Director may suspend or cancel the Bid, prior opinion of the Committee, for reasons of Public Interest.










Annex 1 Bid Schedule

Activity Date

1. Call and publication of the Bidding Terms and Conditions

19/12/2014

2. Inquiries to the Bidding Terms and Conditions Up to 10/09/2018

3. Answers to the inquiries to the Bidding Terms and Conditions

Up to 24/09/2018

4. Qualification

4.1 Payment of the Right of Participation Up to 25/09/2018

4.2 Submission of the Qualification Application Up to 26/09/2018

4.3 Correction of objections Up to 03/10/2018

4.4 Qualification Announcement 10/10/2018

4.5 Modification of Consortiums Up to 19/10/2018

5. Contract

5.1 Fourth version of the Contract To be informed by Circular Letter

5.2 Comments and/or suggestion to the Fourth version of the Contract

To be informed by Circular Letter

5.3 Submission of the final version of the Contract to Bidders

The day after its approval

6. Visit to the Data Room Up to 1 Day before the Submission of Proposals

7. Submission of Proposals and Award

7.1 Submission of Envelopes No. 1 and No. 2 and Award (*)

30 calendar days after the submission of the Final Version of the Contract (**)

7.2 Correction of Objections to Envelope No. 1 3 Days after the submission of Proposals

7.3 Opening of Envelope No. 2 and Award 3 Days after the submission of Proposals

8. Closure Date of the Bid Wihtin 90 calendar days after granting the Award(**).

(*) In case any document in envelope 1 has to be corrected, procedure in Subparagraphs 7.2 and 7.3 will apply. (**) In case of non-working day, the following working day will be considered.










Annex 2 Definitions

1.- Non-Disclosure Agreement:

Commitment that the Acquirer or Bidder shall sign in Form 10 of the Bidding Terms and conditions, through its Authorized Agents or Legal Representative before making use of the Data Room.

2.- Award: The statement made by the Executive Director, prior opinion of the Committee, once it has been determined which Bidder submitted the best Proposal, in accordance with the Bidding Terms and Conditions, and, therefore, has been granted the Award.

3.- Awardee: The Bidder that is granted the Award.

4.- Acquirer: The Person that purchases the Participation Rights in the Bid.

5.- Private Investment Promotion Agency – PROINVERSIÓN: Specialized technical agency attached to the Ministry of Economy and Finance, with legal personality and technical, functional, administrative, economic and financial autonomy, in charge of designing, conducting and completing the private investment promotion process through Public Private Partnerships and Asset Projects within its area of competence, unifying decision making within the process, as provided for in Supreme Decree No. 254-2017-EF, Single Revised Text of Legislative Decree No. 1224, Framework Law for Private Investment Promotion Through Public Private Partnerships and Asset Projects, PROINVERSIÓN’s Organization and Functions Regulations, approved by Supreme Decree No. 185-2017-EF, and amendments; and, in accordance with the Applicable Laws and Provisions.

6.- Authorized Agents: Natural persons appointed by the Acquirer or Bidder to perform the actions associated with the Bid on their behalf, when required.

7.- Government Authority: Any entity or agency of the State of the Republic of Peru that according to the Applicable Laws and Provisions exercises executive, legislative or judicial powers.

8.- Bidding Terms and Conditions:

This document, including its annexes, forms and the Circular Letter issued by the Project Director, that determine the terms and conditions under which this Bid will be developed.

9.- Qualification: Procedure that is part of the Bid, performed to select the Persons that have provenly complied with the established requirements and are thus eligible to submit Proposals.

10.- Circular Letter: Written communication issued by the Project Director whether for specific or general purposes, aiming at completing, clarifying, interpreting, specifying or modifying the content of the Bidding Terms and Conditions, another Circular Letter or answering inquiries made by the persons authorized to do so. Circular Letters shall be an integral part of the Bidding Terms and Conditions. They may be also issued to provide Acquirers or Bidders with information related to the process, upon approval from the Executive Director or Steering Council, where appropriate.

11.- Commission:










Group of officers with powers delegated by the Executive Director to receive and assess the Qualification envelopes from Acquirers.

12.- Committee:

PROINVERSIÓN Committee for Natural Gas Projects – PRO GAS NATURAL created by agreement of PROINVERSIÓN’s Steering Council No. 3-2-2017-CD. Also constituted by PROINVERSIÓN Committee for Energy and Hydrocarbon Projects - PRO CONECTIVIDAD, created by Supreme Resolution No. 010-2012-EF and amendment by Supreme Resolution No. 050-2014-EF and Supreme Resolution No. 025-2015-EF, which is responsible for the execution and development of the Bid.

13.- Grantor: The State of the Republic of Peru, represented by the Ministry of Energy and Mining.

14.- Concession: The Public Law judicial relationship established between the Grantor and the Concessionaire as from the Closure Date, whereby the Grantor grants the Concessionaire the right to the economic exploitation of the public service, during its term of validity, in accordance with the terms and conditions of the Contract and the Applicable Laws and Provisions.

15.- Concessionaire: Specific purpose Person incorporated for the development of the object of the Concession Contract that will sign the Contract with the Grantor.

16.- Bid: Selection process regulated by these Bidding Terms and Conditions for awarding to the private sector the Concession of the “Wide-Scale Use of Natural Gas - Distribution System through a Natural Gas Grid Across The Regions of Apurimac, Ayacucho, Huancavelica, Junin, Cusco, Puno and Ucayali” project.

17.- Steering Council: Highest management body of PROINVERSIÓN. Responsible for controlling and supervising the management and appropriate development of the private investment promotion processes.

18.- Consortium: The grouping of two or more Persons that has no legal personality independently from its members, and has been created in order to participate as a Bidder in this Bid. One of its members must be an Operator.

19.- Contract: The contract, including its annexes and any other document attached to it, entered into by the Grantor and the Concessionaire, through which the rights and obligations of such parties are governed during the Concession term, for the development of the Project.

20.- Assurances and Guarantees Contract: The contract referred to in subparagraph 25.2 of article 25 of the Single Revised Text No. 1224, approved by Supreme Decree No. 254 -2017-EF, whereby a State guarantee is granted in support of the statements, obligations and assurances of the Grantor set out in the Concession Contract.

21.- Effective Control:

Situation by which a natural or legal person has or is subject to the Effective Control of another legal

person, or is subjected to the common control of the latter, in any of the following cases:

a. It has more than fifty percent (50%) of the voting power in the general shareholders or partners

meeting through the direct ownership of the representative titles of social capital or, indirectly,

through a usufruct, pledge, trust, syndication contract or similar, or any other legal proceeding.










b. It has authority, directly or indirectly, to appoint or remove most members of the board of directors or

equivalent body, which allows it to control or exercise the majority of votes in the meetings of the board of directors or equivalent body, or to govern the operational or financial policies under a regulation or contract, regardless of the modality.

c. By any other mechanism or circumstance (contractual or not), it effectively controls the decision-

making power in the other company.

In addition to the above, and provided they are applicable for the purposes of determining the effective

control, the provisions of Resolution SMV No. 019-2015-SMV/01 and amendments or rules replacing them.

22.- Schedule:

Chronological sequence of activities to be developed during the Bid process, and which are indicated in Annex No. 1 of the Bidding Terms and Conditions.

23.- Right of Participation in the Bid: Right that allows a Person or Consortium to participate in the Bid. It is acquired by making a payment of Two thousand and 00/100 American Dollars (US$ 2,000.00), VAT included (net of the fee and transfer

expenses). The payment of the Right of Participation is non-reimbursable and is proven with the

corresponding payment receipt.

24.- Days:

Working days, that is, all days other than Saturdays, Sundays or holidays, including non-working holidays

for the Public Sector nationwide.

All time references shall be understood as made to Peru time in the twenty-four (24) hour system.

25.- Project Director:

Person in charge of leading the private investment promotion process, under the supervision of the Executive Director, in accordance with the functions and responsibilities set forth in the Applicable Laws

and Provisions and in the Bidding Terms and Conditions.

26.- Executive Director:

Maximum executive authority and legal representative of PROINVERSIÓN. Supervises and makes

decisions regarding the private investment promotion processes in Public Private Partnerships and Asset Projects, in accordance with the functions and responsibilities set forth in the Applicable Laws and

Provisions and in these Bidding Terms and Conditions.

27.- American Dollar or US$: Legal tender in the United States of America.

28.- Affiliated Company:

A company will be considered affiliated to another company when the Effective Control of said companies is exercised by the same Parent Company.

29.- Parent Company: Company that holds the Effective Control over another one. This definition also considers the company that holds Effective Control over a Parent Company, as defined herein and so on.

30.- Subsidiary Company: Company whose Effective Control is exercised by a Parent Company. This definition also considers the company whose Effective Control is exercised by a Subsidiary Company, as defined herein and so on.










31.- Related Company: Any Affiliated, Parent or Subsidiary Company. The existence of a relationship is assumed in any of the following cases:

a. When they are part of the same economic group.

b. When the same guarantee backs the obligations of both, or when more than 50% of the obligations of one of them is guaranteed by the other, and this other company is not part of the financial system.

c. When more than 50% of the obligations of a legal person are claims of the other, and this other company is not part of the financial system.

d. When a legal entity has, directly or indirectly, a stake in the social capital of another company that allows it to participate in its board of directors.

e. When one third or more members of the board of directors or managers of one of them are directors, managers or workers of the other company.

In addition to the above, and as long as it is applicable for the purposes of determining the relationship

between companies, the provisions related to economic group in Resolution SMV No. 019-2015-SMV/01, and amendments or rules replacing them shall be considered.

32.- Financial Entity:

Banking and insurance companies referred to in Annex 6.

33.- State: State of the Republic of Peru.

34.- Closure Date: Day and time on which the acts set out in Annex 5 of the Bidding Terms and Conditions will be carried out and the Contract will be signed.

35.- FONCEPRI: Private Investment Promotion Fund for infrastructure and utilities public works referred to in the Applicable Laws and Provisions.

36.- Performance Bond: Letter of guarantee that supports the fulfillment of the obligations under the Contract and the payment of the penalties set out in the Contract. It will be issued according to the form included in the Contract.

37.- Validity, Enforceability and Bid Bond: Joint and several, unconditional, irrevocable, without benefit of excussion or division and automatically enforceable letter of guarantee that shall be submitted by the Bidder in favor of PROINVERSIÓN to ensure the validity, enforceability and security of its Proposal and its compliance with the obligations foreseen for the Closure Date, in accordance with the model attached as Form 4. The Project Director may order the mandatory extension of this Guarantee, and the Bidder shall renew it for the terms set forth for that purpose.

38.- Applicable Laws and Provisions:

Set of legal provisions that govern and/or influence directly or indirectly the Bidding Terms and Conditions and the Concession Contract. They include the Political Constitution of Peru, laws, regulations with the force of law, supreme decrees, regulations, guidelines and resolutions, as well as any other rules that may be applicable under the Laws of the Republic of Peru, which will be legally binding for the Bidding Terms and Conditions and the Contract.

39.- MINEM:

The Ministry of Energy and Mining.

40.- Proposal:










The economic proposal submitted by the Bidder through Form No. 3 of the Bidding Terms and Conditions

and will be valid until the Closure Date. 41.- Operator:

The Person that performs activities of distribution of natural gas through pipeline networks, or the Person having a Related Company that performs such activities, in any of the cases, as owner or concessionaire. In case of a Consortium, the Operator must have a share of at least 25%.

42.- Qualified Operator:

Acquirer or in case of a Consortium, the member that demonstrated compliance with the technical

requirements set out in the Bidding Terms and Conditions, whether directly or through the experience of

a Related Company. In the structure of the Concessionaire’s shareholding, it shall own and hold the

Minimum Participation.

43.- Minimum Participation:

25% of the Concessionaire’s subscribed and paid-in corporate capital owned by the Qualified Operator, as set forth in the Contract. The Qualified Operator may not transfer its political or property rights derived from its participation to third parties, nor restrict their application. This participation must be maintained in the event of capital increases.

44.- Net Worth: The result of discounting the total liabilities from the total assets in the financial statement (balance sheet) of a Person.

45.- Person: Any legal person, national or foreign, that may perform legal acts and assume obligations in Peru.

46.- Bidder:

Acquirer whose documents duly submitted through the Qualification envelope, has met the requirements

set out in the Bidding Terms and Conditions, and has thus been accepted and expressly declared as such by the Project Director. Is enabled to submit envelopes No. 1 and No. 2.

47.- Project:

“Wide-Scale Use of Natural Gas - Distribution System through a Natural Gas Grid Across The Regions of Apurimac, Ayacucho, Huancavelica, Junin, Cusco, Puno and Ucayali” project.

48.- Legal Representative:

Natural person(s) appointed as such by the Acquirer or Bidder, with the sufficient capacity to link its represented party, as set out in the Bidding Terms and Conditions.

49.- Data Room: Set of reference documents associated with the Bid that shall be made available to the Acquirers and Bidders, under the conditions and restrictions contained in the Non-Disclosure Agreement and the Bidding Terms and Conditions.










Annex 3 Qualification Requirements

1.- Financial requirements: The Acquirer or the Consortium that the Acquirer is a part of or the Related Companies, whose financial figures or experience are claimed for qualification purposes, must have had in the last two (2) completed financial years, either individually or jointly: 1.1 A minimum Net Worth of One Hundred and Twenty-Nine Million American Dollars (US$

129’000,000.00) and, 1.2 Total Assets for Three Hundred and Ninety-One Million American Dollars (US$ 391’000,000.00).

2.- Technical requirements: The Operator or its Related Companies, acting in any of the cases as owner(s) or concessionaire(s), must demonstrate that they directly operate pipeline network distribution systems that meet the following requirements:

Number of connected consumers: no less than one hundred thousand (100,000).

3.- Legal requirements: The Acquirer, the Operator, and when applicable, each Consortium member, as well as the Related Companies whose figures are claimed for qualification purposes, must demonstrate that: 3.1 They have not contracted during the course of this Bid, whether directly or indirectly the natural or

legal persons referred to in Subparagraph 2.14 for consultancy related to the Project.

3.2 Are not subject to administrative sanctions involving a temporary or permanent impediment in the exercise of their rights to participate in selection processes called for by government entities, nor to enter into agreements with the State.

3.3 They have no impediments established by regulations with the force of law, or those, who having

been investors in Public Private Partnerships contracts, ceased to be so due to breach of contract. This impediment is applicable for the operator and/or those who have exercised the Effective Control over the concessionaire at the time of termination of the corresponding contract.

3.4 Have no direct or indirect participation in any other Acquirer that has applied for Qualification in this Bid, according to the following:

a) Companies not listed in the stock exchange:

Neither the Bidder, its shareholders, partners or members, nor the partners or shareholders of the latter, if applicable, is a Related Company of any other company that has applied for Qualification in the Bid.

b) Companies listed in the stock exchange: Neither the Bidder, its shareholders, partners or members, nor the partners or shareholders of the latter, have direct or indirect participation in any other company that has applied for Qualification, where it exercises administration control, pursuant to the Regulations on Indirect Ownership, Relationship and Economic Groups, as approved by Resolution SMV 019-2015-SMV/01 and amendments.

3.5 They have no legal obstacles or are subject to restrictions of a contractual, judicial, arbitral,

administrative, legislative or other nature to take on and fulfill all the obligations derived from the Bidding Terms and Conditions, the submission of Proposals or the signing of the Contract.










3.6 They waive their right to invoke or exercise any privilege, diplomatic immunity or other immunity, or

claim through diplomatic channels or any other right for compensation or other similar rights related to any claim that may be initiated by or against the Peruvian Government, PROINVERSIÓN, the Grantor, the Committee, its members and advisors, under Peruvian laws or under any other laws, with regard to any of their obligations that may apply under these Bidding Terms and Conditions, the Proposal or the Contract.

3.7 They have not breached contractual or legal obligations that have caused the termination of a contract signed within the framework of the private investment promotion process.

3.8 Their activities do not fall within the scope of Article 1366 of the Peruvian Civil Code.

3.9 They are companies duly incorporated and existing under the laws of their country or place of origin. For this purpose, they must submit a non-certified copy of the deed of incorporation of the Person or of each Consortium member. In addition, that the Legal Representatives participating on the Bid have been granted sufficient powers to act on behalf of the companies in all the activities and statements related to the Bid.

3.10 They are not companies for which the Peruvian Government acted as guarantor for them to obtain external resources that, due to breach of obligation, have become public debt, unless the debt with the Government has been fully settled (First Final Supplementary Provision of Law No. 30695 or rule replacing it).

In order to demonstrate this information, the Acquirer (and the Consortium members, if applicable) must sign, through its Legal Representative, Form 1, which has the nature and effect of an affidavit. The legal requirements above must also be complied with by the Awardee until the Closure date.










Annex 4 Method to determine the best Proposal

1.- Contents of the Proposal

As evidenced in Form 3, the Bidder shall include in its Proposal an amount called Amount per Connected Consumer, expressed in American Dollars as of the date of submission of the Proposal (with two decimals).

2.- Assessment of the Proposals 2.1 Only the Proposals that include values for the Amount per Connected Consumer equal to or higher

than those previously approved by the Executive Director prior opinion of the Committee and notified by a Circular Letter will be accepted.

2.2 The Award will be granted to the Bidder that proposes the best Amount per Connected Consumer. The Executive Director, prior opinion of the Committee, will grant the Award.

3.- Provisions in the case of Tie between Proposals

3.1 In the event of a tie between two or more Bidders, the Executive Director, prior opinion of the Committee, will require these Bidders to submit a new Proposal, consisting of a new Form 3 in its corresponding envelope that shall be delivered within the term established by the Executive Director, prior opinion of the Committee, and which may not exceed three (3) Days.

3.2 Once the act is resumed, the new Proposal shall be subject to the same terms and conditions stated in the original Proposal and shall not be higher than the original Proposal of the corresponding Bidder. Otherwise, the new Proposal will not have any legal effect and the original Proposal will remain in force for all the purposes of the Bid.

3.3 If no new Proposal is submitted, the original Proposal will remain in force for all the purposes of the Bid.

3.4 If the tie continues, the Award will be granted by drawing lots led by the notary, and in the same public act, using for such purpose an urn with balls numbered from one to ten. The winner of the draw will be the Bidder that draws the highest denomination ball.










Annex 5 Procedure for the Closure Date

1.- The Awardee shall validate before PROINVERSIÓN, the legal person that will act as a Concessionaire, and in case the Awardee is a Consortium, such legal person shall be made up of the members that were

subject to Qualification. For this purpose, the Awardee shall issue a written communication within forty-five (45) calendar days after the granting of the Award, attaching the registry certificate issued by the

corresponding Public Registry Office.

2.- The Concessionaire will demonstrate to PROINVERSIÓN that:

2.1. The Concessionaire’s corporate purpose is the development of the Project.

2.2. The Qualified Operator is the holder of, at least, the Minimum Participation. The Minimum Participation shall be maintained by the Qualified Operator for ten (10) years after the Closure Date.

2.3. The subscribed and paid-in capital of the company is at least Twenty-One Million American Dollars (US$ 21’000,000) or the equivalent amount in Peruvian Nuevos Soles. To support this claim, the Awardee will file a non-certified copy of the corresponding deed with the registration certificate, or with the certificate of registration of the applicable Notary’s Testimonies in the Public Registry Office. In the latter case, the Concessionaire will provide the Grantor with the registration certificate within forty-five (45) Days after the Closure.

2.4. In the social agreement or in an agreement subsequent to the incorporation, the founders (in the former case) or the general meeting of shareholders or board of directors (in the latter) have ratified all the actions taken and the documents signed by the Legal Representatives and Authorized Agents during the Bid, particularly the preparation and submission of the Proposal, the signing of the Contract and any other right or obligation applicable to such Bidder under the Bidding Terms and Conditions.

2.5. The Legal Representatives of the Concessionaire have registered and sufficient powers to sign the Contract.

2.6. The Awardee, the Concessionaire and the Consortium members, if applicable, are not prohibited from entering into contracts with the State according to the Supervisory

2.7. Agency of Procurement to the Government (OSCE). For this purpose, submission of the “Informative Certificate” stating that they are not prohibited from entering into contracts with the State of the Republic of Peru shall suffice.

2.8. Submits the document with the express acceptance of the Supreme Resolution granting the Concession, according to the provision in article 33 of the Single Revised Text of the Regulations on Natural Gas Distribution through Pipe Networks, approved by Supreme Decree No. 040-2008-EM and amendments.

3.- The Awardee shall submit the Financial economic model of the Project according to the characteristics

set forth in the Seventh Final Supplementary Provision of Supreme Decree No. 410-2015-EF, Regulations

of Legislative Decree No. 1224, Framework Law for Private Investment Promotion Through Public Private

Partnerships and Asset Projects, incorporated by Supreme Decree No. 068-2017-EF.

4.- The Awardee shall submit the Performance Bond issued by one of the financial entities listed in Annex 6

of the Bidding Terms and Conditions, according to the form provided in the Contract. Additionally,

PROINVERSIÓN will return to the Awardee the Validity, Enforceability and Bid Bond originally submitted

during the Bid process envelope No. 1.

5.- The Concessionaire will pay PROINVERSIÓN, on the Closure Date, the concept of resources of

FONCEPRI, two percent (2%) of the Total Investment Cost or Total Project Cost, as applicable. This value

will be notified by Circular Letter. Additionally, on this date, the Concessionaire will reimburse the

expenses of the process, whose amount will be notified by a Circular Letter before the date of submission










of Envelopes No. 1 and No. 2. In both cases, the Concessionaire shall submit a cashier´s check payable

to PROINVERSIÓN.

6.- Upon completion of the above, the Concessionaire and the Grantor will sign five (5) copies of the final version of the Concession Contract, as well as three (3) copies of the Assurances and Guarantees Contract. In addition, MINEM will provide the Concessionaire with one copy of the contract, duly signed.

Within sixty (60) calendar days after the publication of the supreme resolution granting the Concession, both parties will submit the corresponding public deed for the Contract. Subsequently, the Concession shall be registered in the applicable Public Registry office. The Concessionaire will provide the Grantor with a copy of the public deed referred to above, and a literal copy of the corresponding registry certificate. Any expenses incurred for these purposes will be covered by the Concessionaire.










Annex 6 Financial Entities authorized to issue Guarantees

BANKS

National banks authorized to issue letters of guarantee will be those that have received a minimum rating.

National banks authorized to issue letters of guarantee will be those that have received a minimum rating of

CP1, category 1, CLA-1 or EQL-1 for short-term obligations; category A for financial strength; and category AA

for long-terms obligations.

Therefore, the list of banks that have received the minimum rating indicated in the paragraph above is the

following:

BANKS

1. Banco de Crédito del Perú - BCP

2. BBVA Banco Continental.

3. Citibank Perú S.A.

4. Scotiabank Perú.

5. Interbank.

6. Banco Interamericano de Finanzas – BANBIF.

7. Banco Santander Perú S.A.

8. Mi Banco

9. ICBC Perú Bank

10. GNB Perú.

INSURANCE COMPANIES

Local insurance companies authorized to issue letters of guarantee are those authorized by the

Superintendence of Banking, Insurances and Private Pension Funds (SBS) and have a minimum rating of A, for

financial strength.

Therefore, the list of insurance companies that have received the minimum rating indicated in the paragraph

above is the following:

INSURANCE COMPANIES

1. Chubb Seguros Perú (ex ACE Seguros S.A.)

2. INSUR S.A. Compañía de Seguros

3. MAPFRE Perú Compañía de Seguros y Reaseguros

4. Rímac Seguros y Reaseguros

5. SECREX Compañía de Seguros de Crédito y Garantías S.A.










First Category Foreign Banks:

The first category foreign banks to be considered are included in the list approved by the Banco Central de

Reserva through Circular Letter No. 022-2018-BCRP, published on the Official Newspaper El Peruano on June

28, 2018, or the rule that modifies or replaces it. Likewise, branches and/or offices of such foreign banks will

be considered.

International Financial Entities:

Any international financial entity with investment grade, with a risk rating not lower than the rating of

the Peruvian long-term sovereign debt in foreign currency, as determined by one of the international

risk rating agencies that issue ratings for the Republic of Peru.

Any multilateral credit entity which the State of the Republic of Peru is a member of.

The letters of guarantee from first category foreign banks and international financial entities shall be necessarily

confirmed by any of the national Banks listed in this annex.










Annex 7

Data Room Documents

Code Document Language Prepared

by

1 Report on the private investment promotion process for the " Wide-

Scale Use of Natural Gas using CNG (Compressed natural gas) in the

Cities of Abancay, Andahuaylas, Huamanga, Huanta, Huancavelica,

Huancayo, Jauja Cusco, Juliaca, Puno, Quillabamba and Pucallpa –

Second Stage - Natural Gas Distribution through pipe networks"

commissioned by the Ministry of Energy and Mining to

PROINVERSIÓN, Calculation and Budget of Works, supervision,

operation and maintenance.

Spanish Ergos Energy.

2 Reports 1, 2, 3, 4 and 5 of the "Technical-Regulatory Specialized Study to design the strategy of the Promotion process for the Project of Natural gas distribution through pipe networks to the Regions of Apurímac, Ayacucho, Huancavelica, Junín, Cusco, Puno y Ucayali", prepared by R&G Consultores en Energía y Regulación, corresponding to the engineering studies at the Profile level.

Spanish R&G Consultores

3 Report analyzing the technical and economic feasibility to consider a City Gate in the Province of Calca.

Spanish Azur Group & Lycons

4 Update, Complementation and Integration Study for the “Wide-Scale Use of Natural Gas – Distribution System through a Natural Gas Grid Across The Regions of Apurimac, Ayacucho, Huancavelica, Junin, Cusco, Puno and Ucayali” Project

Spanish Consorcio Masificación de Gas Natural

5 Inventory of equipment delivered by TGNCA to the MINEM and valuation according to the arbitration award of the Public-Private Partnership Contract.

Spanish Ministerio de Energía y Minas

6 Contract on the Price of Natural Gas for the Regions and Addenda thereof.

Spanish Proinversión

7 Letter from Aguaytía Energy (Detail of the Proposal of Natural Gas Sales Price)

Spanish Aguaytía Energy










Form 1 Qualification Application

[ ] [ ] , 201...

AGENCIA DE PROMOCIÓN DE LA INVERSIÓN PRIVADA

PROINVERSIÓN Av. Enrique Canaval Moreyra N° 150 Lima 27, Peru

Reference: International Public Bid for the concession of the “Wide-Scale Use of Natural Gas – Distribution

System through a Natural Gas Grid Across The Regions of Apurimac, Ayacucho, Huancavelica, Junin, Cusco, Puno and Ucayali” Project.

In order to be qualified a s Bidder, we submit the following information: 1. Financial Requirements

YEAR:………. YEAR:………….

Net equity: US$

Total assets: US$

(If the original figures are expressed in a currency other than American Dollar, indicate the exchange rate used, as provided in Subparagraph 11.2.5).

Original Currency Exchange Rate Year: ……… Exchange Rate Year: ………..

(If figures from Related Companies were used, indicate the name of the company and briefly describe the relationship on an additional sheet of paper).

2. Technical Requirements

Number of Connected Consumers …………………….(consumers)

(If figures from Related Companies were used, indicate the name of the company and briefly describe the relationship on an additional sheet of paper).

3. Legal Requirements

We hereby declare that we have no direct or indirect participation in any other Acquirer that has applied for Qualification in this Bid, according to the following:

a) Companies not listed in the stock exchange: ( )

b) Companies listed in the stock exchange: ( )

In case of a Consortium made up of companies listed and not listed in the stock exchange, specify on an additional sheet of paper whether they are listed or not in the stock exchange for each one of its members.

We hereby declared that we comply with the legal requirements set out in Annex 3.

Yours sincerely, Signature(s) ……………………………………………………………... Name: ……………………………………………………………….. Note: To be signed by the Legal Representatives of the Acquirer or the Consortium, as applicable. No signatures of the representatives

of the Related Companies whose figures are claimed are required.










Form 2

Creation of a Consortium

[ ] [ ], 201…. AGENCIA DE PROMOCIÓN DE LA INVERSIÓN PRIVADA PROINVERSIÓN

Av. Enrique Canaval Moreyra N° 150

Lima 27, Peru



We hereby inform you of the creation of the Consortium named ________________, which will be formed as follows:

______________________ Operator (..............%)

______________________ Consortium Member 1 (..............%)


We, the members of the Consortium, declare under oath that we comply with the technical, legal and financial

requirements set out in the Bidding Terms and Conditions.

Yours sincerely,

Signature of the Operator’s Legal Representative : ___________________________

Name : ___________________________

Identity Card : ___________________________

Signature of Member 1’s Legal Representative : ___________________________

Name : ___________________________

Identity Card : ___________________________


Name : ___________________________

Identity Card : ___________________________










Form 2-A Creation of Bidder’s Consortium

[ ] [ ] , 201…. AGENCIA DE PROMOCIÓN DE LA INVERSIÓN PRIVADA PROINVERSIÓN


Lima 27, Peru



Bidder _________________________________ hereby informs you of the creation of the Consortium named _________________, which will be formed as follows:

______________________ Qualified Operator (..............%)



We hereby state under oath that the consortium created complies with the technical, legal and financial

requirements set out in the Bidding Terms and Conditions. Without prejudice to the right of PROINVERSIÓN to

request further information in this regard to us, the annex attached hereto explains how the Consortium created

complies with the financial requirements.

Yours sincerely,

Signature of the Qualified Operator’s Legal Representative : ___________________________

Name : ___________________________

Identity Card : ___________________________


Name : ___________________________

Identity Card : ___________________________


Name : ___________________________

Identity Card : ___________________________










Form 2-B Modification to a Consortium (Bidder)

[ ] [ ] , 201….


PROINVERSIÓN


Lima 27, Peru



We hereby inform you of the modifications to the Consortium named _______________ __________________, which will be formed as follows:

______________________ Qualified Operator (..............%)



We hereby state under oath that the modified Consortium complies with the technical, legal and financial

requirements set out in the Bidding Terms and Conditions. Without prejudice to the right of PROINVERSIÓN to

request further information in this regard to us, the annex attached hereto explains how the modified Consortium

complies with the financial requirements.

Yours sincerely,

Signature of the Qualified Operator’s Legal Representative : ___________________________

Name : ___________________________

Identity Card : ___________________________


Name : ___________________________

Identity Card : ___________________________


Name : ___________________________

Identity Card : ___________________________

Note: This document must be signed by the representatives of the members of the modified Consortium and

by the representatives of the excluded members, if applicable.










Form 3 Submission of Proposal

[ ] [ ] , 201…. AGENCIA DE PROMOCIÓN DE LA INVERSIÓN PRIVADA PROINVERSIÓN


Lima 27, Peru



We hereby submit our Proposal in the following terms:

In numbers

(with two decimals) In letters

Amount per Connected Consumer (in American Dollars)

Notes:

a) The value is expressed as of the date of submission of the Proposal. b) Our Proposal will be valid up to one hundred and twenty calendar days after the Award is granted. However,

we acknowledge the right of PROINVERSIÓN, to extend the validity term of this Proposal up to three (3) additional months.

Yours sincerely, Signature of the Legal Representative ………………………………………………………. Name of the Legal Representative ………………………………………………………. Bidder……………………………………………………….










Form 4 Validity, Enforceability and Bid Bond

[ ] [ ] , 201….

AGENCIA DE PROMOCIÓN DE LA INVERSIÓN PRIVADA PROINVERSIÓN

Av. Enrique Canaval Moreyra N° 150 Lima 27, Peru


System through a Natural Gas Grid Across the Regions of Apurimac, Ayacucho, Huancavelica, Junin, Cusco, Puno and Ucayali” Project.

Ref. : Letter of Guarantee No. ..............................

Expiration: ....................................

Dear Sirs,

At the request of our client, (Name of Bidder or member) ......................................... we hereby issue this joint

and several, irrevocable, unconditional, automatically enforceable, without benefit of excussion or division letter

of guarantee for Seven Million American Dollars (US$ 7’000,000) in favor of PROINVERSIÓN, to ensure the

Validity, Enforceability and Security of this Proposal, submitted by our client or Consortium _____ made up of

_______ in accordance with the Bidding Terms and Conditions.

We also state that this guarantee will be exercised in case our client is declared the Awardee and fails to comply

with any of its obligations by the date of signing of the Contract related to the Bid of the reference.

Enforcing this guarantee in your favor will only require a notarial request by the Executive Director of

PROINVERSIÓN or by whoever acts as such, submitted in our offices locates in

............................................................................................ Any delay on our part to pay the guarantee will bear

interest equivalent to one-year LIBOR plus a spread of 3%.

The LIBOR rate shall be established by the daily Reuter Cable received in Lima at 11:00 a.m., and interest shall

accrue from the date on which the payment for the guarantee is requested and until the effective payment date.

Our obligations under this guarantee will not be affected by any dispute between you and our clients.

This guarantee will be valid from the date of submission of the Proposal to....................(month) ...... (day), ........

(year).

The terms used in this guarantee have the same meanings than the terms defined in the Bidding Terms and

Conditions.

Yours sincerely,

Signature ...................................................

Name ................................................

Bank ..................................










Form 5 Guarantee of Challenge to the Award

[ ] [ ] , 201….

AGENCIA DE PROMOCIÓN DE LA INVERSIÓN PRIVADA PROINVERSIÓN

Av. Enrique Canaval Moreyra N° 150 Lima 27, Peru

Reference: International Public Bid for the concession of the “Wide-Scale Use of Natural Gas – Distribution System through a Natural Gas Grid Across The Regions of Apurimac, Ayacucho, Huancavelica, Junin, Cusco, Puno and Ucayali” Project.

Ref. : Letter of Guarantee No. ..............................

Expiration: ....................................

Dear Sirs,

At the request of our clients, ___________ we hereby issue this joint and several, irrevocable, unconditional,

automatically enforceable, without benefit of excussion or division letter of guarantee up to Three Million Eight

Hundred Thousand American Dollars (US$ 3’800,000) in favor of PROINVERSIÓN to guarantee our security

holders in the payment of such amount in any of the assumptions set out in the fourth paragraph of this letter of

guarantee.

This guarantee will be valid from its submission up to sixty (60) calendar days from the date of submission

thereof and will be exercised in case the corresponding Resolution declares the challenge filed by the Bidder

not grounded or inapplicable; also, in case that the Bidder fails to file the corresponding appeal against such

Resolution within the term set out in Subparagraph 14 of the Bidding Terms and Conditions.

It is expressly understood by us that this guarantee may be exercised by PROINVERSIÓN in conformity with

Article 1898 of the Peruvian Civil Code.

It is expressly agreed that in order to honor this guarantee a simple notarial request submitted in our offices at

the address below will suffice. This request must indicate that the challenge lodged in relation to the Bid of the

reference has been declared not grounded or inapplicable by PROINVERSIÓN’s Steering Council; or, if having

received a resolution in this regard from the Executive Director, it was not appealed.

We undertake to pay the total amount of the guarantee within a period of 24 hours, from the date of reception

of the corresponding notarial letter of request.

Any delay on our part to honor the guarantee will bear compensatory interest in your favor that will be calculated

from the one-year LIBOR plus a spread of 3.0%.

The LIBOR rate shall be established by the daily Reuter Cable received in Lima at 11:00 a.m., and interest shall

accrue from the date on which the payment for the guarantee is requested.

Yours sincerely,

_______________

SIGNATURE AND SEAL

Name of the bank issuing the guarantee:

Bank address:










Form 6 Information Notification

AFFIDAVIT

[ ] [ ] , 201….


PROINVERSIÓN


Lima 27, Peru


System through a Natural Gas Grid Across the Regions of Apurimac, Ayacucho, Huancavelica, Junin, Cusco, Puno and Ucayali” Project.

Acquirer : ............................................................................

We hereby declare under oath as follows:

That, according Article 20.4 of Supreme Decree No. 006-2017-JUS, Single Revised Text of Law 27444, General

Administrative Procedure Law, we expressly accept that any notice or communication (including Circular

Letters), issued within the framework of the private investment promotion process that govern these Bidding

Terms and Conditions is delivered through the following email addresses:

1. ..................................................................

2. ..................................................................

That we undertake, during the course of the private investment promotion process, to keep the two email

accounts active; otherwise, it shall be understood that there is no liability on the part of PROINVERSIÓN.

Name of the Acquirer ’s Legal Representative: …………………………………………………..

Signature:………………………………………………………………………………………………….

Identity Card:……………………………...........................................................

In case of Consortium, indicate the name of the company or companies, as appropriate, that will be part of the

Consortium; name, signature and identity card of the Consortium’s Legal Representative.










Form 7

Validity of the Information

AFFIDAVIT


PROINVERSIÓN


Lima 27, Peru

Reference: International Public Bid for the concession of the “Wide-Scale Use of Natural Gas – Distribution System through a Natural Gas Grid Across the Regions of Apurimac, Ayacucho, Huancavelica, Junin, Cusco, Puno and Ucayali” Project.

Bidder: ..................................................................................................

We hereby declare under oath that the information, statements, certification and, in general, all documents

submitted in the Qualification envelope are valid as of today and will remain in this condition until the date of

signing of the Contract.

Place and date: ........., ......... ..... , 201...

Bidder ...............................................

Name of the Bidder’s Legal Representative .............................................................

Signature .................................................................................................................

Identity Card …………………………………………………………………

Name of the Legal Representative (Member 1)

Signature .................................................................................................................

Identity Card …………………………………………………………………


Signature ...............................................................................................................

Identity Card ……………………………………………………..…………










Form 8 Acceptance of the Bidding Terms and Conditions and Contract

AFFIDAVIT

(Applicable to Bidders and members of Consortiums not listed in the stock exchange)

[ ] [ ] , 201….


PROINVERSIÓN


Lima 27, Peru


Bidder: ............................................................................

In case the Bidder is a legal person, the statement shall be started with the following text:

We, _______________________________ (Name of the Bidder), and shareholders (or partners, as the case

may be) thereof hereby declare under oath as follows:

In case the Bidder participates in a Consortium, the statement shall be started with the following text:

We, _______________________________ (Name of the Bidder); members thereof: ________________ and

________________ (Name of each one of the members of the Consortium); and the shareholders (or partners,

as the case may be) of the mentioned members, hereby declare under oath as follows:

1. That we abide by all provisions inherent to the Bid and Award; provisions set forth in Supreme Decree No.

254-2017-EF, Single Revised Text of Legislative Decree No. 1224, Legislative Decree of the Framework for

Private Investment Promotion through Public Private Partnerships and Asset Projects, its Regulations

approved by Supreme Decree No. 410-2015-EF and amendments or rules replacing them; the Bidding

Terms and Conditions and the Circular Letter thereof.

2. That we have reviewed and agree with these Bidding Terms and Conditions, Contract and other background

information and documents thereof, expressly accepting the obligations resulting from the compliance with

Supreme Decree No. 254-2017-EF, Single Revised Text of Legislative Decree No. 1224, Legislative Decree

of the Framework for Private Investment Promotion through Public Private Partnerships and Asset Projects,

its Regulations approved by Supreme Decree No. 410-2015-EF and amendments or rules replacing them;

these Bidding Terms and Conditions and other regulations applicable to the Concession Contract, and not

having any objection to raise. Therefore, we hold PROINVERSIÓN, its officers, advisors and consultants

harmless from potential errors or omissions that such background information or documents may have.

3. That, in the event of becoming the Awardee, we agree that the Concession Contract will be signed by the

Concessionaire.

Name of the Bidder’s Legal Representative: ………………………………………………………………

Signature: ………………………………………………………………………………………………….……

Identity Card:………………………………………………………………………………….










Form 8-A Acceptance of the Bidding Terms and Conditions and Contract

AFFIDAVIT

(Applicable to Bidders and members of Consortiums listed in the stock exchange)

[ ] [ ] , 201….


PROINVERSIÓN


Lima 27, Peru


Bidder: ............................................................................

In case the Bidder is a legal person, the statement shall be started with the following text.

We, _______________________________ (Name of the Bidder), hereby declare under oath as follows:

In case the Bidder participates in a Consortium, the statement shall be started with the following text:

We, _______________________________ (Name of the Bidder) and members thereof: ________________

and ________________ (Name of each one of the members of the Consortium), hereby declare under oath as

follows:

1. That we abide by all provisions inherent to the Bid and Award; provisions set forth in Supreme Decree No.

254-2017-EF, Single Revised Text of Legislative Decree No. 1224, Legislative Decree of the Framework

for Private Investment Promotion through Public Private Partnerships and Asset Projects, its Regulations

approved by Supreme Decree No. 410-2015-EF and amendments or rules replacing them; the Bidding

Terms and Conditions and the Circular Letter thereof.

2. That we have reviewed and agree with these Bidding Terms and Conditions, Contract and other

background information and documents thereof, expressly accepting the obligations resulting from the

compliance with Supreme Decree No. 254-2017-EF, Single Revised Text of Legislative Decree No. 1224,

Legislative Decree of the Framework for Private Investment Promotion through Public Private Partnerships

and Asset Projects, its Regulations approved by Supreme Decree No. 410-2015-EF and amendments or

rules replacing them; these Bidding Terms and Conditions and other regulations applicable to the

Concession Contract, and not having any objection to raise. Therefore, we hold PROINVERSIÓN, its

officers, advisors and consultants harmless from potential errors or omissions that such background

information or documents may have.

3. That, in the event of becoming the Awardee, we agree that the Concession Contract will be signed by the

Concessionaire.

Name of the Bidder’s Legal Representative: ………………………………………………………………

Signature: ……………………………………………………………………………………………………….

Identity Card:………………………………………………………………………………….










Form 9 Statement of not being disqualified from contracting with the State

AFFIDAVIT

[ ] [ ] , 201….


PROINVERSIÓN


Lima 27, Peru


Bidder: ............................................................................

We [.......................................... (Name of the Bidder), hereby declare under oath that we do not have any of the

impediments to contract with the State set forth in article 11 of Law No. 30225, Law on State Contracting, and

specifically in sections m) and n), which were incorporated through Legislative Decree No. 1341, Legislative

Decree Modifying Law No. 30225, Law on State Contracting.

These impediments are applicable to the processes and modalities set out in Supreme Decree No. 254-2017-

EF, Single Revised Text of Legislative Decree No. 1224, Legislative Decree of the Framework for Private

Investment Promotion through Public Private Partnerships and Asset Projects, according to the Fifth Final

Supplementary Provision of Legislative Decree No. 1341.

Name...............................................................

Bidder’s Legal Representative

Signature: .................................................................

Identity Card

Signature of members in case of a Consortium:

Company ...............................................................

Name ...............................................................

Legal Representative of (Member 1)

Signature ..............................................................

Company ..............................................................

Name ..............................................................

Legal Representative of (Member 2)

Signature ..............................................................










Form 10 Non-Disclosure Agreement

Lima,.................................... , 201....


PROINVERSIÓN


Lima 27, Peru


Acquirer / Bidder: .........................................................................................

We, ..................................... (Name of the Bidder) ………………………….. duly represented by its

............................................................. (job position of the undersigned) ……………………………………, Mr.

……………………….... (name of the undersigned) …………………...……………………., identified by

………..………...................., No. ……………………... domiciled at ...........................................

................................................................................... hereby express our interest in accessing the Data Room

made available by PROINVERSIÓN according to the Bidding Terms and Conditions of the Bid of the reference.

In this respect, we undertake to maintain confidentiality with respect to all the documents or information obtained

in the Data Room, not to disclose it to third parties without the prior written authorization of the Project Director,

not to use it for any other purpose not related to the International Public Bid process and not to use it in any

manner that may generate conflict with the interests of the State, its officials or dependencies, PROINVERSIÓN.

The documents or information obtained from the Data Room shall only be made available to our personnel,

executives and consultants, for reasons related to the Bid process. Such personnel shall be aware of this

agreement and shall be similarly obliged to maintain confidentiality with respect to the abovementioned

information. We will take all reasonable actions to prevent the disclosure of any information to any person,

without the prior written consent of the Project Director.

No license or right has been or will be granted to our advisors in relation to the disposition of any information

included in this agreement.

We accept that neither the State, its officials or dependencies, nor PROINVERSIÓN, the Committee, nor its

advisors or members are declaring or guaranteeing, expressly or implicitly, the accuracy, reliability or

completeness of the information made available to us and that none of these parties or their respective directors,

officers, employees or representatives shall be liable to us or to any other person as a result of the use of such

documents or information. We agree to make our own decisions regarding the information made available to us

and acknowledge that we will not depend on or be induced by such information when deciding our intent in

connection with the Bid process.










We accept that no documents or information supplied, discussion, negotiation or other related matters, constitute

an offer by the Project Director and will not serve as a basis or will be taken into account in connection with any

agreement, except when expressly agreed in writing with the Project Director.

At the request of the Project Director we accept to immediately return all copies of all documents that were made

available to us, or available to our representatives or advisors.

We also accept that the Project Director does not undertake or is obliged to provide access to additional

information or to update the information available or to correct any inaccuracies that may appear.

This agreement shall not apply to information that: (i) at the date it was disclosed to us or to our advisors, it was

publicly available or at any time thereafter is of public knowledge (except for the information subject of

noncompliance with this agreement by us or our advisors), or (ii) to date, is already legally in our possession

and, therefore, is not subject to the commitment of confidentiality.

The rights and obligations set forth in this document shall be governed by and construed in accordance with the

provisions of Peruvian law and the parties agree to irrevocably submit to the jurisdiction and competence of the

judges and courts in Lima, Peru.

In sign of acceptance and compliance with all the terms and conditions of this confidentiality agreement we sign

and deliver a copy to the Project Director, on the ..... day of ................................., 201....

…...........................................................................................

Signature of the Authorized Agent or Legal Representative of the Acquirer /Bidder

Name: ..................................................................................

Bidder: .....................................................................................

Note: Once this Agreement has been signed, it shall be submitted at PROINVERSIÓN’s reception desk. A

username and password will be assigned for accessing the Data Room










Form 11 Validity of the powers of attorney of the Legal Representatives

AFFIDAVIT


PROINVERSIÓN


Lima 27, Peru


System through a Natural Gas Grid Across the Regions of Apurimac, Ayacucho, Huancavelica,

Junin, Cusco, Puno and Ucayali” Project.

Bidder: ..................................................................................................

We hereby declare under oath that the Powers of the Legal Representatives submitted in the Qualification

envelope are valid as of today and will remain in this condition until the date of signing of the Contract.

Place and date: ........., ......... ....., 201...

Name of the Bidder’s Legal Representative...............................................................

Signature ............................................................

Company ............................................................

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

Signature ............................................................

Company ............................................................

Name of the Legal Representative of (Member 2)...................................................

Signature .............................................................

Company ............................................................










Form 12 Transfer of the Right of Participation (*)

AFFIDAVIT

Lima,.................................... , 201....


PROINVERSIÓN


Lima 27, Peru


We hereby declare under oath as follows:

That _______________________________ (name of the one submitting the Qualification envelope), acquired

the Right of Participation through _____________ (name of the person that paid such right) _______________,

which is ____________ (as appropriate, indicate: i) One of our shareholders or partners or members, or a

Company Related to us or to one of our shareholders or partners or members, or ii) Who assigned its Right of

Participation, through the assignment of rights).

Acquirer : …..........................................................................................

Name of the Acquirer ’s Legal Representative: …..........................................................

Signature of the Acquirer ’s Legal Representative: …………………………………………………..

In case of assignment of rights, this statement shall also be signed by the assignor:

Assignor: …............................................

Name of the Assignor’s Legal Representative

Signature of the Assignor’s Legal Representative: ….........................................................

(*) In case the legal person that acquired the Right of Participation is the same person that submits Envelope

No. 1, the submission of this Form................. shall not be required

Identity Card …………………………………………………


Signature ............................................................ Identity Card …………………………………………………