Republic of Peru BIDDING TERMS. Integral Project Bidding for the concession of the: "Tintaya - Azángaro 220 kv Transmission Line" Project

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1 PERU Ministry of Economy and Finance Private Investment Promotion Agency PRO-CONNECTIVITY Committee Year of Good Citizen Service Republic of Peru BIDDING TERMS Integral Project Bidding for the concession of the: "Tintaya - Azángaro 220 kv Transmission Line" Project January 26, 2017 Important notice: This is an unofficial translation. In case of divergence between the English and Spanish text, the version in Spanish shall prevail

2 Index 1. Object of the Bidding 2 General Overview 3 Definitions 4 Legal framework of the Bidding 5 Powers of the Committee 6 Concession Contract Projects 7 Bidding Schedule 8 Subjection to the Bidding Terms and Interpretation 9 Authorized Agents and Legal Representatives 9.1 Authorized Agents 9.2 Legal Representatives 10 Queries and Circular Letters 10.1 Queries 10.2 Circular letters 11. Qualifications 11.1 Requirements Contents of the Envelope 11.3 Procedure for presenting the Qualification envelope 11.4 Procedure for evaluating the Qualification envelope 12. Presentation and Evaluation of Offers 12.1 Contents of envelopes No. 1 and No Presentation of envelopes No. 1 and No. 2 and Contract Award. 13 Challenge of the Contract Award 13.1 Procedure 13.2 Guarantees 14 Unsuccessful bidding procedure 15 Bidding Closure Date 16 Enforcement of Validity, Effect Guarantee and Bid bond. BIDDING TERMS TINTAYA AZÁNGARO 220 KV TRANSMISSION LINE P. 2 of 48

3 Forms Form 1 Form 2 Form 3 Form 3-A Form 3-B Form 4 Form 4-A Form 4-B Form 5 Form 6 Form 7 Form 8 Form 8-A Form 8-B Form 9 Form 10 Form 11 Qualification Application Validity, Effect Guarantee and Bid bond Constitution of Stakeholder s Consortium Constitution of Bidder s Consortium Modification of Consortium Presentation of the Offer Bid Disaggregated (Transmission line) of Tintaya Azángaro 220 kv Transmission Line Project Bid Disaggregated (Substations and Telecommunications) Tintaya - Azángaro 220 kv Transmission Line Project. Tintaya - Azángaro 220 kv Transmission Line Project. Tintaya - Azángaro 220 kv Transmission Line Project. Challenge Guarantee to the Contract Award Notification of Information Validity of Information Acceptance of bidding Terms and Contract (in case the Bidder is a legal entity) Acceptance of Bidding Terms and Contract (in case the Bidder presents in Consortium) Statement of not being barred from entering into contracts with the State Confidentiality Agreement Validity of Legal Representatives powers Assignment of Participation Rights Annexes Annex 1 Annex 2 Annex 3 Annex 4 Annex 5 Annex 6 Bidding Schedule Definitions Qualification Applications Method for determining the best Offer Closure Date Procedure Financial Entities authorized to issue the Guarantees BIDDING TERMS TINTAYA AZÁNGARO 220 KV TRANSMISSION LINE P. 3 of 48

4 BIDDING TERMS 1. OBJECT OF THE BIDDING The State of the Republic of Peru, through the Agency for Promotion of Private Investment - PROINVERSIÓN, has called for an Integral Project Bidding for the concession of "Tintaya - Azángaro 220 kv Transmission Line Project" hereinafter the Power Line) and its object is the selection of a national or foreign legal entity or Consortium that will be the Concessionaire that will sign the corresponding Concession Contract and will be responsible for the design, financing, construction, operation and maintenance of the Power Line, for a period of thirty (30) years from its Commercial Operation start-up. For this purpose, these bidding Terms regulate the Bidding procedure of "Tintaya - Azángaro 220 kv Transmission Line Project" and its general objectives are the following: a. To achieve a transparent, simple, objective and equal-condition procedure. b. To achieve the concurrence of the largest number of Bidders with experience in the obligations required. c. To define the ground rules on which the Bidder can formulate its proposals. The Bidding referred to in these Bidding Terms shall be carried out in accordance with the provisions included therein, and not provided therein, the Applicable Laws and Provisions shall be applied to this process. It is considered without admitting evidence to the contrary that any stakeholder or Bidder that directly or indirectly participates in the Bidding knows the content of these Bidding Terms and the Applicable Laws and Provisions. The Power Line belongs to the Guaranteed Transmission System (SGT for its abbreviation in Spanish) and it has been incorporated into the Transmission Plan approved by Ministerial Resolution No MEM / DM published on January 1st, GENERAL OVERVIEW 2.1. The Bidding Terms and the documents that integrate them will be governed and interpreted according to the Laws and Applicable Provisions National or foreign legal entities or Consortia may participate in the Bidding Individually or through a Consortium, a legal entity cannot participate with more than one Bidder It would not be possible to directly or indirectly be Bidders or investors for those who are under the scope of Article 1366 of the Civil Code, persons with barriers established in Law No , Law of State Contracts or any regulation that replaces it, persons with barriers established by regulations having the force of law, or those who have been investors in contracts of Public Private Partnerships who have ceased due to breach of contract. This last barrier applies to the Qualified Operator and/or those who have exercised the Effective Control of the investor at the time of the respective cancellation of contract. BIDDING TERMS TINTAYA AZÁNGARO 220 KV TRANSMISSION LINE P. 4 of 48

5 2.5. The stakeholders and Bidders shall base their decision to participate in the Bidding on their own research, studies, examinations, inspections, economic calculations, financial calculations, visits, interviews and others as part of their own due diligence. In the same way, they will bear all direct or indirect costs or expenses in which they incur related to the preparation and presentation of their Qualification application or their Offer. The Peruvian State or any agency, body or official thereof, the Ministry of Energy and Mines, PROINVERSIÓN, the Committee, the Commission, the Committee advisors shall not be liable in any case for such costs or expenses, regardless the manner in which the Bidding is carried out or its result The State or any of its agencies, including PROINVERSIÓN, its consultants and/or advisors are not liable, do not guarantee, either explicitly or implicitly, the totality, integrity, reliability or veracity of the information of the Data Room. Consequently, none of the persons participating in the Bidding may attribute any liability to any of the aforementioned parties or their representatives, agents or dependents for the use that may be made of such information or for any inaccuracy, insufficiency, defect, lack of update or for any other reason not explicitly contemplated in this paragraph. 2.7 The limitation of liability set forth reaches as widely as possible all information relating to the Bidding that was actually known, the information not known and the information that at some time should have been known, including possible errors or omissions therein by the Peruvian State or any agency, body or official thereof or by the Ministry of Energy and Mines, PROINVERSIÓN, its consultants and/or advisors, the Committee, the Committee s advisors and the Commission. Likewise, such limitation of liability reaches all information, whether or not supplied or prepared, directly or indirectly, by any of the parties mentioned above. The limitation of liability also reaches all information available on the institutional portal of PROINVERSIÓN ( as well as that provided through Circular letters or any other form of communication, which is acquired during the visits to the facilities related to the Bidding and those mentioned in these Bidding Terms. 2.8 The Stakeholder who decides not to participate in the Bidding may transfer or assign its Participation Rights. For this purpose, the new Stakeholder shall present in the Qualification Envelope a communication by means of which the transfer in its favor is evidenced, according to Form The mere presentation of the Qualification application or the Offer will imply, without need of any subsequent action, the full knowledge, acceptance and unconditional subjection of the Stakeholder and the Bidder, as applicable, of all the provisions in the Bidding Terms, as well as their Irrevocable and unconditional waive, in the broadest manner permitted by the Applicable Laws and Provisions, to file any action, counterclaim, exception, claim, demand or request for compensation against the Peruvian State or any agency, body or official thereof, the Ministry of Energy and Mines, PROINVERSIÓN, the Committee, the Committee s advisors and the Commission. BIDDING TERMS TINTAYA AZÁNGARO 220 KV TRANSMISSION LINE P. 5 of 48

6 2.10 The Committee reserves the right to verify the veracity of the documents presented by the Stakeholder or Bidder, during different stages of the Bidding and even after it has been concluded, without in any way implying a limitation of the responsibility of the Stakeholder or Bidder for the possible insufficiency or lack of veracity of the data or the information presented The lack of truthfulness or insufficiency in the data or in the information presented by the Stakeholder or Bidder in this Bidding, will cause that the Committee disqualifies it, in any of its stages, without prejudice to any responsibilities that may arise The Bidding may be suspended or canceled, at any time, before the Closure date, without the need to express any cause, if the Committee considers it appropriate, without incurring any liability. This decision is not objectionable The Committee, for reasons of public interest, may reject all proposals presented and consequently cancel the Bidding, without incurring in any liability or obligation of payment or compensation. This decision is not challengeable In accordance with the provisions of article 13 of Executive Order No EF, it is reported that: Consorcio LPC - COSANAC made up of Latin Pacific Capital S.A. and COSANAC S.A.C., Santiváñez Abogados S.A., and Mr. Javier Chávez Córdova, Eng., provide consulting or advisory services to PROINVERSIÓN in this private investment promotion process. 3. DEFINITIONS Any reference in this document to "Numeral", "Form" and "Annex", shall be understood to be made to the numerals, forms and annexes of these Bidding Terms respectively, unless otherwise explicitly indicated. All time references must be understood to be made in local time in Peru. The expressions in singular include, as applicable, the plural and vice versa. The terms that are capitalized in this Bidding Terms and are not explicitly defined therein, correspond to Applicable Laws and Provisions, or to the meaning given to them in the use of the activities proper to the development of the Power Line or, otherwise, to terms that are commonly used in capital letters. In these Bidding Terms, the terms shall have the meanings described in Annex LEGAL FRAMEWORK OF THE BIDDING 4.1. Political Constitution of Peru Legislative Decree N 295, Civil Code Law N 26887, General Corporation Law Executive Order N PCM, merge several entities related to private investment promotion, incorporating in the Executive Directorate of FOPRI, which will be called the Investment Promotion Agency Law N 28660, Law that determines the juridical nature of the Agency for Promotion of Private Investment - PROINVERSIÓN Ministerial Resolution N EF/10, Regulation of Organization and functions of PROINVERSIÓN, modified by Executive Order No EF. BIDDING TERMS TINTAYA AZÁNGARO 220 KV TRANSMISSION LINE P. 6 of 48

7 4.7. Legislative Decree Nº 1224, Legislative Decree of the Framework of Private Investment Promotion through Public Private Associations and Active Projects Executive Order Nº EF, Regulation of Legislative Decree N POWERS OF THE COMMITTEE 5.1 The Committee conducts the Bidding and is empowered to: a. Exercise all the functions and attributions assigned by the Applicable Laws and Provisions. b. Settle what is not foreseen in the Bidding Terms or in the Applicable Laws and Provisions. c. Suspend or cancel the Bidding if it deems it convenient without the need of expressing cause and without incurring in any liability as a result thereof. 5.2 The mere presentation of the information foreseen and/or requested by the Committee for Qualification purposes by a Bidder does not oblige the Committee to declare it as such, nor the presentation of a proposal obliges the Committee to accept it. 5.3 The decisions of the Committee or the Governing Board, as applicable, in relation to this Bidding are final, shall not give rise to compensation of any kind and are not subject to challenge in the administrative or judicial area, except for the provisions regarding challenge of the Contract Award. Consequently, by the mere participation in the Bidding, the people who are included under the scope of these Bidding Terms waive to lodge any legal challenge against those decisions. 6. CONCESSION CONTRACT PROJECTS 6.1 The draft Contract will be published in the institutional portal of PROINVERSIÓN and will be notified by Circular letter to the Stakeholders or Bidders, as appropriate, who may present their comments and/or suggestions within the deadlines set forth in the Schedule. The Committee will evaluate the advisability of including or not the suggestions made by the Bidders. 6.2 None of the terms and/or criteria included in the draft Contract shall in any way bind PROINVERSIÓN or the Grantor. 6.3 The final version of the Contract approved by the Governing Board will be published in the institutional portal of PROINVERSIÓN and it will be notified by Circular letter to the Bidders, according to the Schedule provisions. 7. SCHEDULE OF THE BIDDING 7.1. The dates of the Schedule s activities are detailed in Annex 1 - Schedule of the Bidding The Committee is empowered to modify the Schedule at any time, this will be communicated to the stakeholders and/or Bidders by Circular letter Unless explicitly stated otherwise, the maximum deadline of the Day for the presentation of documents in PROINVERSIÓN`s Reception Desk, will expire at 17:00 hours in Lima - Peru. BIDDING TERMS TINTAYA AZÁNGARO 220 KV TRANSMISSION LINE P. 7 of 48

8 8 SUBJECTION TO THE TERMS & CONDITIONS AND INTERPRETATION 8.1 The mere presentation of the documents required in the Bidding Terms implies full knowledge, acceptance and unconditional subjection by the Stakeholder, Bidder or Successful Bidder, as appropriate, to each of the procedures, obligations, conditions and rules without exception established in the Bidding Terms. 8.2 These Bidding Terms are legally binding on Stakeholders, Bidders or Successful Bidder, as well as their irrevocable and unconditional waiver to lodge, before any jurisdiction or authority, any action, claim, demand or compensation claim against PROINVERSIÓN, its advisors, or any other entity, body or official of the State of the Republic of Peru for the exercise of the powers provided in the Bidding Terms and in the Applicable Laws and Provisions. 8.3 The terms and expressions used in the Bidding Terms shall be interpreted in their natural and obvious sense, unless another meaning has been specifically assigned to them in this document or its annexes, or is inferred from the context thereof; and, in any case, in accordance with the regulations in force in Peru. It will be considered, without admitting evidence to the contrary, that every participant in the Bidding knows the Applicable Laws and Provisions. 8.4 The titles of the chapters, numerals, forms and annexes of the Bidding Terms are used exclusively for indicative purposes and will not affect the interpretation of their contents. 8. AUTHORIZED AGENTS AND LEGAL REPRESENTATIVES 9.1. Authorized Agents Once the stakeholders have acquired the Participation Rights, they shall appoint, by means of a simple letter 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 Stakeholders. Together with the designation, the following information must be provided: common address in the cities of Lima or Callao, telephone number, facsimile number and address. In addition, Form 6 must be attached The Authorized Agents, in addition to others expressly included in the bidding Terms, will have the following powers: a) To represent the Stakeholder, Bidder or Successful Bidder before PROINVERSIÓN, the Committee and the advisors on all matters, which do not come exclusively from the Legal Representative in accordance with 9.2.2; b) To respond, on behalf of the Stakeholder or the Bidder and with binding effect to its power, all questions that the Committee formulates; c) To receive Circular letters; d) To sign the Confidentiality Agreement, according to Form Stakeholders and Bidders, after a written communication addressed to the Committee and complying with the same requirements, may replace the Authorized Agents or any of the Authorized Agents, which will take effect one day after the communication is received by the Committee. BIDDING TERMS TINTAYA AZÁNGARO 220 KV TRANSMISSION LINE P. 8 of 48

9 9.2. Legal Representatives The stakeholders may appoint up to two Common Legal Representatives to represent them jointly or individually, in accordance with the provisions of this numeral. With the designation, the following information must be provided: name, identity card, common address in the cities of Lima or Callao, telephone and facsimile number, and address. In addition, Form 6 must be attached The powers granted to the Legal Representatives shall be sufficiently broad so that any of them, may jointly or individually, sign, on behalf and in representation of the person granting the power, all documents required by the Bidding Terms, specifically including the power to lodge challenge procedures provided in the Bidding Terms, sign the Bidding and, if applicable, the Concession Contract The power by which the Legal Representatives are appointed must include the corresponding representation powers, it may be a general or special power. It will be presented in the Qualification envelope In case of replacement of the Legal Representatives, its validity will start the day after the Committee receives the documents that duly evidence such appointment The power granted out of Peru, appointing a Legal Representative must be: a. Duly presented or legalized at the relevant consulate of Peru, endorsed by the Ministry of Foreign Affairs of Peru, attaching a simple translation to Spanish if it has been issued in a different language; or, b. Apostilled, if the Bidder or its members belong to a country that has signed the "Convention of Suppression of the Requirement of Legalization of Foreign Public Documents" adopted on 5 October 1961 in the City of The Hague, Kingdom of the Netherlands, approved through Legislative Resolution No and ratified by Executive Order No RE ("Apostille of the Hague") The powers granted in Peru must be recorded by public deed or in a notarized copy of the minutes of the corresponding corporate body by which they are granted In the case of Consortia, the Legal Representatives must be common to all members. Their appointment must be made through the Legal Representatives of the Consortium s members who have the powers for that. The powers must be proved according to the provisions of numerals and Under no circumstances it be required that the powers of the Legal Representative are registered in the Public Records at the time of their presentation. BIDDING TERMS TINTAYA AZÁNGARO 220 KV TRANSMISSION LINE P. 9 of 48

10 9. QUERIES AND CIRCULAR LETTERS 10.1 Queries Through their Authorized Agents and/or Legal Representatives, the Stakeholders or Bidders, as appropriate, may consult regarding the Bidding Terms, submit comments or suggestions to the draft Contract within the deadlines established in the Schedule, through written communications in Spanish and addressed to: ANÍBAL DEL ÁGUILA ACOSTA Project Manager on Electrical Transmission Topics Av. Enrique Canaval Moreyra N 150, Piso 10, Lima 27 - Perú Telephone: (511) Annex tintaya-azangaro@proinversion.gob.pe whuambachano@proinversion.gob.pe The Committee's responses to the queries on the Bidding Terms will be communicated in writing through a Circular letter to all Stakeholders and Bidders, as the case may be, without indicating the name of the person who consulted. Once the Qualification is completed, the answers to formulated queries will be sent to the Bidders. Notwithstanding the foregoing, the answers to all formulated queries will be available in the institutional portal of PROINVERSIÓN. The Committee has no obligation to respond the queries to the Bidding Terms that are not related to the Bidding. Likewise, it will not have the obligation to accept or answer the suggestions of the stakeholders and Bidders to the draft Contract. It is explicitly established that the dates of the Schedule detailed in Annex 1 are referential. The Committee is entitled to modify any of the dates indicated in the Schedule, through Circular letter. Through Authorized Agents and/or Legal Representatives all stakeholders shall have the right to meet the Committee members, the Director of Investment Promotion or the corresponding Project Manager until the day before the deadline for requesting the Qualification; while the Bidders may do so until the day before the date set for presentation of offers. After the Contract Award, the Successful Bidder may request interviews to coordinate the acts of the Closure Date Circular letters If the Committee considers it necessary it may clarify, specify, modify and/or complement the Bidding Terms and issue a Circular letter for this purpose at any time, which shall be sent to the Legal Representatives or Authorized Agents of the Stakeholders or Bidders, as applicable, by any of the following alternatives: a) By courier, in this case the communication will be received on the date of delivery, being understood that any communication made at the common address indicated by the Authorized Agents is well effected and effective. b) By to the address indicated on Form 6. The Stakeholder and/or Bidder accepts as well received the communications sent by electronic mail, with confirmation of sending, and therefore it is understood that, with the mere fact of presenting the Sworn Affidavit, notification of information (Form 6), it gives explicit consent to receive electronic communications from the institutional mail account: BIDDING TERMS TINTAYA AZÁNGARO 220 KV TRANSMISSION LINE P. 10 of 48

11 a) By facsimile, with confirmation of complete transmission, issued by the addressee of the respective communication through another facsimile, in this case, it will be understood as received on the date that the transmission of the sender is completed. The Circular letters issued by the Committee will be an integral part of the Bidding Terms and shall therefore be legally binding on all the Stakeholders and Bidders. After expiry of the deadline for the Qualification of Stakeholders, the Circular letters will only be sent to the Bidders. Notwithstanding the foregoing, all Circular letters will be published in the institutional portal of PROINVERSIÓN. 10. QUALIFICATION The Qualification envelope will be presented in accordance with the provisions of numeral 11.3 of the Bidding Terms in the offices of PROINVERSIÓN, located at Av. Enrique Canaval Moreyra No. 150, Lima 27 - Perú, until the date indicated in the Schedule; and through the Authorized Agent or Legal Representative. Documents that are sent via postal mail, or any other means of communication shall not be accepted or received. Unless the Bidding Terms provide otherwise, the documents included in the Qualification envelope must: a) Be delivered in original and two copies perfectly readable, and numbered on each page in consecutively. Also, an index should be included with the detailed list of all the documents included in the envelope. b) Be signed by the Legal Representative, or endorsed if it does not correspond to place a signature; only on pages featuring text. c) Be made in Spanish or including a simple translation into Spanish. In the event of any inconsistency between texts in different languages, the text in Spanish will prevail. d) In the event of any inconsistency between figures expressed in figures and letters, the amount expressed in letters will prevail Requirements To be declared a Bidder, the Stakeholder must comply with the financial, technical and legal requirements set out in Annex Contents of the Envelope The Qualification envelope will include the following documents: Form 1. The stakeholder will prove that the information presented is reliable. It will be considered a Sworn Affidavit Simple copy of the current Statute or equivalent instrument issued by the competent authority of the country of origin of the Stakeholder with the registration or document that replaces it. In the case of a Consortium, the documents of each of its members must be presented In the case of Consortia, a Consortium Establishment Letter (Form 3) signed by the Legal Representatives of each of the members of the Consortium, stating their intention to participate jointly in the Bidding, and confirming their existence, validity and solidarity regarding the obligations assumed in the Bidding, it shall be necessary that one of the Consortium s members is the operator. BIDDING TERMS TINTAYA AZÁNGARO 220 KV TRANSMISSION LINE P. 11 of 48

12 Simple copy of the audited financial statements of the last completed year of the Stakeholder; of the members of the Consortium, or the respective Linked Companies evidencing the assets indicated in Form 1, the figures of which are being used to demonstrate compliance with the financial requirements (Annex 3). In the event that the financial statements presented are expressed in currencies other than the US dollar, the net assets and total assets will be converted into that currency, using the exchange rate published by the Superintendence of Banks and Insurance and AFP, or similar in the country of origin at the Closure date of the financial statements, which will be included in the same Form Legalized copy of the act in which the power of the Legal Representative or original or legalized copy of the testimony of public deed of power is recorded. In the case of a Consortium, a certified copy of the minutes stating the powers of the Legal Representatives of each of their members or original or certified copy of the testimony public deed of power must be presented. In case the power is granted out of Peru, it must comply with the provisions of Numeral In addition, a Sworn Affidavit (Form 10) must be attached, stating that the above mentioned power(s) is (are) in force Simple copy of the documents sufficiently proving the fulfillment of the technical requirements established in Annex Simple copy of the proof of payment of the Participation Rights issued on behalf of the Stakeholder or one of `the Consortium members. Alternatively, a Sworn Affidavit (Form 11) must be presented explaining the manner of acquisition of the Participation Rights, either through a company linked to the Stakeholder or one of its shareholders or partners, or through a cession of rights Procedure for presenting the Qualification envelope The Stakeholder shall coordinate with the Commission the date of presentation of its Qualification envelope, within the term indicated in the Schedule The Commission will receive the Qualification envelope and it will be opened in the presence of a Notary Public, drawing up a minutes in which the presentation, receipt and number of folios of the documents corresponding to the Qualification envelope corresponding to the Stakeholder will be recorded In the event of omitting any of the documents requested in the Qualification envelope, it will be returned and it may be presented again within the term established in numeral 4.2 of the Schedule of the Bidding, previously complying with the provisions of the preceding numeral , recording such omission in the minutes indicated in the preceding numeral. After opening the Qualification envelope, no information will be given to the stakeholder regarding the Qualification of it, until the Committee s decision has been informed to the Stakeholders. BIDDING TERMS TINTAYA AZÁNGARO 220 KV TRANSMISSION LINE P. 12 of 48

13 11.4 Procedure for evaluating the Qualification envelope In case of finding that there are correctable errors, the Commission will notify the stakeholder in writing to proceed to correct them within the term indicated in the Schedule, under warning of being excluded from the Bidding. The corresponding answers must be made in writing. If the Stakeholder fails to qualify, it will be excluded from the Bidding In addition, in order to facilitate the examination, verification and comparison of data and requirements, the Commission may request the Stakeholder to clarify the information contained in the Qualification Envelope, without this implying any modification of its contents. The request for clarification and the corresponding response must be made in writing Upon receipt of the Commission's evaluation, the Committee shall resolve and communicate the result of the Qualification through a Circular letter. Notwithstanding the foregoing, the list of Bidders will be available in the institutional portal of PROINVERSIÓN Until the date indicated in the Schedule, the Bidders may constitute Consortia or modify their composition without changing the Qualified Operator, according to the model of Form 3-A or Form 3-B, as applicable. In either case, they may associate with other Bidders or with third parties. The new Consortium must meet the qualification requirements within the term provided in the Schedule by presenting the documents required by the Bidding Terms. The changes must be submitted to the Committee for consideration to be evaluated within the term indicated, the committee reserves the right to accept these changes In the event that a member of a Bidder, qualified as a Consortium, decides to withdraw from it, the Bidder must notify the Committee within the term established in the Schedule. Only in the event that members that remain as Bidders do not meet the Qualification requirements, the Bidder must present another Person for the Committee s evaluation. If the Bidder does not present the substitute, its Qualification will be rendered ineffective for the Bidding process, which will be communicated by the Committee The Committee's decision regarding the Qualification shall be final and shall not subject to challenge Notwithstanding any civil and criminal liability that may have arisen, the lack of veracity of the data or the information presented in the Qualification envelope may cause that the Committee disqualifies the Bidder, at any stage of the Bidding, even after the Statement of Award of the Contract, until the date set for the Closure Date. After this date, the lack of veracity may result in sanctions as stipulated in the Contract. 11. PRESENTATION AND EVALUATION OF OFFERS The place, date and time of presentation of envelopes N 1 and N 2 will be communicated through a Circular letter. The envelopes N 1 and N 2 must be presented to the Committee closed, labeled and clearly marked on the front with the following indications: A) The title of the Bidding, B) The corresponding envelope number ("Envelope N 1" or "Envelope N 2"); and C) The name of the Bidder. BIDDING TERMS TINTAYA AZÁNGARO 220 KV TRANSMISSION LINE P. 13 of 48

14 The documents delivered in envelopes N 1 and N 2, must be originals. In case there is any discrepancy between figures expressed in numbers and in letters, the amount expressed in letters will prevail. Bidders must present their Offers by presenting envelope No Contents of envelopes N 1 and N 2 All documents presented in envelopes N 1 and N 2 must be perfectly legible and initialled on each page by the Legal Representative(s) of the Bidder. The envelopes Nº 1 and Nº 2 must be presented personally by one of the Authorized Agents or by one of the Legal Representatives. Documents sent by postal mail, facsimile or any other type of communication will not be accepted or received. The Bidder shall bear all direct or indirect costs or expenses incurred in connection with the preparation and presentation of envelopes Nº 1 and Nº. 2. The State or any of its agencies, including PROINVERSIÓN, its consultants and/or advisors shall not be liable in any case for such costs or expenses, regardless of the outcome of the Bidding, or if it is suspended or canceled The Envelope N 1 shall include the following documents: a) Five (5) exemplars of the final version of the Concession Contract printed on security paper, which PROINVERSIÓN will send to the Bidders. Each of the pages of these exemplars must be duly signed by the Legal Representative of the Bidder, b) Form of Acceptance to the Bidding Terms and Contract (Form No. 8 or 8-A, as applicable), c) Form No. 8-B - Declaration of not being barred from entering into contracts with the State. d) Guarantee of Validity, Effect and Seriousness of the Offer (bid bond), according to the amount and conditions established in Form 2, and issued by one of the Banking or Insurance Companies indicated in Annex 6; which shall be renewed, as applicable, until the Closure date, and, e) Envelope No. 2 closed. The envelope No. 2 must contain Forms 4, 4-A and 4-B, printed on security paper that PROINVERSIÓN will send to the Bidders, duly filled out, and signed by the Legal Representative. The Economic Offer will be an integral part of the Contract with binding condition. For the purposes of this Bidding, the presentation of envelope No. 2 contains an irrevocable Economic Offer, with subjection by the Bidder that presents it, without exception, to all the terms and conditions of the Contract Presentation of Envelopes Nº 1 and Nº 2 and Contract Award The presentation of envelopes N 1 and N 2 shall be carried out in a public event and in the presence of a Notary Public on the date indicated in the Schedule and at the place and time indicated in the Circular letter. The event shall be chaired by the Chairman of the Committee, or the person appointed by him. The chairman of the event reserves the right to grant up to thirty (30) minutes of tolerance to start receiving the envelopes. BIDDING TERMS TINTAYA AZÁNGARO 220 KV TRANSMISSION LINE P. 14 of 48

15 The chairman of the event will receive all envelopes N 1 which must contain envelopes N 2 among other documents, and will hand them over to the Notary Public for opening them. The Notary Public will initial the documents contained in envelopes N 1 and will hand them over to the Chairman of the event. The Notary Public will separate the envelopes N 2 and place them in the amphora intended for this purpose The chairman of the event will review the documents presented in envelopes N 1 and in case of finding the documents of all the Bidders in agreement, the Notary Public will proceed to the opening of envelopes N 2, he will endorse its contents and will hand them over to the chairman of the event, who will read Form 4 of each Bidder The Committee shall award the contract to the Bidder that presents the lowest Cost of the Total Service, which shall be established according to the method indicated in Annex 4. Subsequently a record shall be drawn up, it will be signed by the Chairman of the event, the Notary Public, the Successful Bidder and the other Bidders who wish to do so In case of omission of any of the documents detailed in number , the Committee will consider envelope No. 1 as not presented. If there are errors or defects of non-substantial nature in the documents of envelope No. 1, the Committee shall notify the corresponding Bidders of the defects found in such documents and the event shall be suspended, the Notary Public shall guard the envelopes No. 2 until the date indicated in the Schedule. It should be noted that the Guarantee of Validity, Effect and Seriousness of the Offer (bid bond) or envelope No. 2 can not be corrected. A minutes will be drawn up, it will be signed by the Chairman of the event, the Notary Public and the Bidders who wish to do so. The latter may also, if they wish, subscribe the envelopes No. 2 of the other Bidders. The subscription or not of the act does not constitute, extinguish or modify any right of the Bidders The Bidders must correct the observations within the period indicated in the Schedule, under the warning of being excluded from the Bidding Once the act is resumed, they will proceed in accordance with numerals and Offers will remain in effect until the Closure date. 12. CHALLENGE OF THE CONTRACT AWARD Procedure Any Bidder that has presented a valid Offer may challenge before the Committee only against the results of the Contract Award. This challenge shall obligatorily be recorded as an observation in the minutes of opening envelopes Nos. 1 and 2 and it must be duly backed up in writing within a maximum period of eight (8) Days following the Contract Award. The Committee shall resolve this challenge within a maximum period of ten (10) Days, starting the day after the presentation of the challenge. BIDDING TERMS TINTAYA AZÁNGARO 220 KV TRANSMISSION LINE P. 15 of 48

16 Against the Committee's decision, the affected Bidder may lodge an appeal to the Governing Board of PROINVERSIÓN within three (3) Days after the date of the return receipt. The appeal may also be lodged against the implied decision of denial of challenge, if after ten (10) Days for resolving the challenge presented, the Committee would have not issued the corresponding resolution. In the latter case, the term for lodging the appeal will be calculated from the day following the expiry of this (10) ten-days term The appeal lodged against the explicit or implied resolution of the Committee shall be resolved by the Governing Board of PROINVERSIÓN within the term of thirty (30) Days after being lodged. The decision in the second and last instance will be final and unappealable Any expenses arising from the challenge process of the Contract Award will be borne by the challenger Bidder Guarantees No challenge shall be considered validly lodged and it shall have no effect unless, within three (3) Days after the Contract Award date, the challenger Bidder submits to the Committee a joint and several, irrevocable, unconditional performance bond, without benefit of excussion, or division and of automatic execution according to Form 5 of the Bidding Terms in favor of PROINVERSIÓN. The validity of the challenge guarantee referred to in this numeral will be from the day that this guarantee is presented until sixty (60) Days after that date This challenge guarantee will be enforced by PROINVERSIÓN, in case the corresponding resolution declares the challenge as groundless or inappropriate and the challenger Bidder does not lodge the respective appeal. Likewise, the challenge guaranty will be enforced in the event that the appeal is declared groundless or inappropriate, thus allowing the Contract Award In case the challenge or appeal lodged is declared as well founded, the challenge guarantee will be returned to the respective Bidder, without generating interest in its favor. 14. UNSUCCESSFUL BIDDING PROCEDURE The Committee shall declare the Bidding unsuccessful in any of the following cases: a. If there are no Bidders in the event of delivery and receipt of envelopes N 1 and N 2; or b. If there was no valid Offer remaining, after reviewing both envelopes. In the cases indicated above, PROINVERSIÓN may call a new bidding on a new date. 15. BIDDING CLOSURE DATE The Closure date will take place with the Committee or its representative in the presence of a Notary Public, as indicated in the Schedule. The place and time will be communicated through Circular letter. BIDDING TERMS TINTAYA AZÁNGARO 220 KV TRANSMISSION LINE P. 16 of 48

17 15.2. In order the Closure date occurs validly, the Successful Bidder, the Concessionaire, the Grantor and PROINVERSIÓN, must comply with the procedure established in Annex In the event that the existence of misleading information provided by the Successful Bidder is determined at any stage of the Bidding, the Contract Award will be revoked, proceeding to enforce the Guarantee of Validity, Effect and Seriousness of the Offer (bid bond) If the Successful Bidder, for reasons attributable to it, fails to fulfill its obligations so that the Closure date takes place, the Committee may accept the proposal of the Bidder which has the second best Offer in the Bidding. In that case, the Committee shall notify the mentioned Bidder of its decision to declare it the new Successful Bidder, informing of the Closure date procedure to be followed. Likewise, this decision will be communicated to the Bidders through Circular Letter. The deadlines to comply with the Closure date procedure will be calculated from the notification referred to in the previous paragraph, and they will not be less than those the first Successful Bidder had, according to the Schedule in force at the time of the notification At the Closure date, the Guarantee of Validity, Effect and Seriousness of the Offer (bid bond) presented with their Offers will be returned to the Bidders other than the Successful Bidder 16. ENFORCEMENT OF GUARANTEE OF VALIDITY AND BID BOND If the Successful Bidder, for reasons attributable to it, fails to fulfill the obligations for which it is responsible at the Closure date, PROINVERSIÓN will enforce the Guarantee of Validity, Effect and Seriousness of the Offer (bid bond) without prior notice to the Successful Bidder. It shall also be enforced if the Committee finds that the respective Bidder submitted false information at any stage of the Bidding, except in the case of errors or omissions which, at the Committee's criterion, have no relevance on the decisions taken by it, or in the Bidding results If the Committee chooses to accept the second best valid Offer, it shall notify such Bidder of its decision to declare it Successful Bidder and, if applicable, request it the extension of the term of its Guarantee of Validity, Effect and Seriousness of the Offer (bid bond) for the period communicated to it. In case the mentioned Bidder does not comply with the request, the Committee will enforce this guarantee, canceling the Bidding. BIDDING TERMS TINTAYA AZÁNGARO 220 KV TRANSMISSION LINE P. 17 of 48

18 Messrs. Comité de PROINVERSIÓN en Proyectos de Energía e Hidrocarburos - PRO CONECTIVIDAD Av. Enrique Canaval Moreyra N 150 Lima 27 - Perú Reference: Form 1 Qualification Application [ ] [ ] 201. Integral Projects Bidding for awarding the concession of "Tintaya - Azángaro 220 kv Transmission Line Project". In order to obtain the Qualification of Bidder, presents the following information: 1.- Financial Requirements Net equity: US$ [ ] Total assets: US$ [ ] (If the original figures are expressed in a currency other than the US Dollar, indicate here the exchange rate used, in accordance with the provisions of numeral ). (If figures from Linked Companies have been used, explain in an additional sheet endorsed by the Legal Representative, in what the linking consists of). 2.- Technical Requirements Line Length at voltages greater than or equal to 220 kv Substations capacity (..km) (....MVA) (If figures from Linked Companies have been used, explain in an additional sheet endorsed by the Legal Representative, in what the linking consists of). 3.- Legal Requirements: We declare that we have no direct or indirect participation on any other stakeholder that requests a Qualification in this Bidding, according to the following: a) Companies which are not listed in the stock market: ( ) b) Companies listed in the stock market: ( ) In the case of a Consortium made up of companies listed and not listed in the stock market, specify in an additional sheet whether or not each member is listed on the stock market. We declare that we meet the legal requirements outlined in Annex 3. Sincerely, Signature. Name:.. Identity Document :... Note: It must be signed by the Legal Representatives of the Stakeholder or Consortium, as applicable. No signature is required from the representatives of the Linked Companies the figures of which are invoked. BIDDING TERMS TINTAYA AZÁNGARO 220 KV TRANSMISSION LINE P. 18 of 48

19 Form 2 Guarantee of Validity, Effect and Seriousness of the Offer (bid bond) Messrs. AGENCY FOR THE PROMOTION OF PRIVATE INVESTMENT Av. Enrique Canaval Moreyra N 150 Lima 27 - Perú Reference: Ref. : Guarantee Letter No.... Expiry:... Dear Sirs, [ ] [ ] 201. Integral Projects Bidding for awarding the concession of "Tintaya - Azángaro 220 kv Transmission Line Project". Hereby, and at the request of our client, Messrs. (Bidder or member)... we establish this unconditional, irrevocable, joint and several guarantee letter of automatic execution, with no benefit of excussion or division, up to the amount of two million USA Dollars (US$ 2,000,000) in favor of PROINVERSIÓN, to guarantee the Validity, Effect and Seriousness of Offer, presented by our client or Consortium made up of in accordance with the terms and conditions established in the Bidding Terms. Likewise, we certify that this guarantee will be effective in the event our client is declared Successful Bidder by the Committee and does not fulfill its obligations on the date of signature of the reference Bidding s Contract. In order to honor this bond in your favor, a notarial notification by the Executive Director of PROINVERSIÓN or the person who represents him, at our offices located in... will be sufficient, and any delay by us to honor it will accrue interest equivalent to one-year LIBOR rate plus a spread of 3%. The LIBOR rate will be established by the daily Reuter Cable that is received in Lima at 11:00 a.m., interests should be accrued from the date on which its compliance has been demanded and until the effective date of payment. Our obligations under this bond will not be affected by any dispute between you and our clients. The term of this bond will start on the date of presentation of the Offer and until the day... of... of the year... The terms used on this bond have the same meaning as the terms defined in the Bidding Terms. Sincerely, Signature... Name... Bank entity... BIDDING TERMS TINTAYA AZÁNGARO 220 KV TRANSMISSION LINE P. 19 of 48

20 Form 3 Formation of Stakeholders Consortium Messrs. Comité de PROINVERSIÓN en Proyectos de Energía e Hidrocarburos - PRO CONECTIVIDAD Av. Enrique Canaval Moreyra N 150 Lima 27 - Perú Referencie: [ ] [ ] 201. Integral Projects Bidding for awarding the concession of "Tintaya - Azángaro 220 kv Transmission Line Project". Hereby, we present the constitution of the Consortium, which will be made up as follows: Operator (...%) Member 1 of Consortium (...%) Member 2 of Consortium (...%) The members of the Consortium, declare under oath that we comply with the technical, legal and financial requirements established in the Bidding Terms and we confirm the existence, validity and solidarity with respect to the obligations assumed in the Bidding. Without prejudice to the Committee's power to request us further information, in the enclosed Annex we explain why the constituted Consortium meets the financial requirements. Sincerely, Signature of Legal Representative of Operator : Name : Identity Document : Signature of Legal Representative of Member 1 : Name : Identity Document : Signature of Legal Representative of Member 2 : Name : Identity Document : BIDDING TERMS TINTAYA AZÁNGARO 220 KV TRANSMISSION LINE P. 20 of 48

21 Form 3-A Constitution of Bidder s Consortium [ ] [ ] 201. Messrs. Comité de PROINVERSIÓN en Proyectos de Energía e Hidrocarburos - PRO CONECTIVIDAD Av. Enrique Canaval Moreyra N 150 Lima 27 - Perú Reference: Integral Projects Bidding for awarding the concession of "Tintaya - Azángaro 220 kv Transmission Line Project". Hereby, the Bidder presents the formation of the Consortium, which will be made up as follows: Qualified Operator (...%) Member 1 of the Consortium (...%) Member 2 of the Consortium (...%) We declare under oath that the constituted consortium meets the technical, legal and financial requirements established in the Bidding Terms. Without prejudice to the Committee's power to request us further information in this respect, in the enclosed Annex we explain why the constituted Consortium meets the financial requirements. Sincerely, Signature of Legal Representative of Qualified Operator: Name : Identity Document : Signature of Legal Representative of Member 1 : Name : Identity Document : Signature of Legal Representative of Member 2 : Name : Identity Document : BIDDING TERMS TINTAYA AZÁNGARO 220 KV TRANSMISSION LINE P. 21 of 48

22 Form 3-B Modification of Consortium [ ] [ ] 201. Messrs. Comité de PROINVERSIÓN en Proyectos de Energía e Hidrocarburos - PRO CONECTIVIDAD Av. Enrique Canaval Moreyra N 150 Lima 27 - Perú Reference: Integral Projects Bidding for awarding the concession of "Tintaya - Azángaro 220 kv Transmission Line Project". Hereby, we present the Modification of the Consortium, which will be made up as follows: Qualified Operator (...%) Member 1 of the Consortium (...%) Member 2 of the Consortium (...%) We declare under oath that the modified Consortium complies with the technical, legal and financial requirements established in the Bidding Terms. Without prejudice to the Committee's power to request us further information in this respect, in the enclosed Annex we explain why the modified Consortium meets the financial requirements. Sincerely, Signature of Legal Representative of Qualified Operator : Name : Identity Document : Signature of Legal Representative of Member 1 : Name : Identity Document : Signature of Legal Representative of Member 2 : Name : Identity Document : Note: The document must be signed by the representatives of the members of the modified Consortium, and of the members who are excluded. BIDDING TERMS TINTAYA AZÁNGARO 220 KV TRANSMISSION LINE P. 22 of 48