COMISIÓN EJECUTIVA PORTUARIA AUTÓNOMA CEPA

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COMISIÓN EJECUTIVA PORTUARIA AUTÓNOMA CEPA

ACQUISITIONS AND CONTRACTS DIVISION CEPA PREC-1/2013

PREQUALIFICATION REQUEST FOR PROPOSALS (RFP)

TO PARTICIPATE IN THE

“TENDER PROCESS FOR THE CONCESSION OF THE

MULTIPURPOSE SPECIALIZED CONTAINER TERMINAL OF THE PORT OF LA UNION”

PARTICIPANTS MUST CAREFULLY EXAMINE THE CONTENT OF THE SECTIONS AND ANNEXES OF THIS DOCUMENT

THIS RFP VERSION IS FOR REFERENCE ONLY AND HAS NO LEGAL VALUE.

THE SPANISH VERSION OF THE RFP IS THE OFFICIAL DOCUMENT OF THE PREQUALIFICATION PROCESS AND PREVAILS OVER THE ENGLISH VERSION

San Salvador, July 2013

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Written responses to inquiries made by Companies and/or Partnerships registered in the prequalification process, in respect to one or more questions in reference to the Prequalification RFP. The same term will be assigned to answers issued by the Participant to consultations made by CEPA to the presented document, when there are questions or mistakes.

AWARDEE

The Company or Consortium to whom the tender will be granted to.

PREQUALIFICATION NOTICE

Electronic and/or written notification of CEPA’s invitation to participate in the prequalification process.

ADDENDUMS AND AMENDMENTS

Modifications to the Prequalification RFP produced by CEPA, which will be considered as part of the Prequalification RFP. The addendums and amendments will be notified to all Participants.

PREQUALIFICATION REQUEST FOR PROPOSALS OR PREQUALIFICATION RFP The present document containing the rules and procedures to participate in the prequalification process for the “Concession of the Multipurpose Specialized Container Terminal of the Port of La Union”.

NET WORTH

For the purpose of the concession process and according to Article 11 of the LPU (for its Spanish abbreviation) Net Worth is the Equity owned by the Participant as own stockholding as well as the stockholding in other Related Companies.

CEPA OR THE COMMISSION

Comisión Ejecutiva Portuaria Autónoma (CEPA).

EC

Commission appointed for the evaluation of the documents for the prequalification process.

CNR

National Registration Center of the Republic of El Salvador (Centro Nacional de Registros de la República de El Salvador)

CONSULTATION

Written request made by registered Participants in the prequalification process. It also

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applies to consultations made by CEPA, with respect to the documentation submitted by the Participants.

CONCESSION

Legal relationship between the Government of El Salvador, through CEPA, and the Concessionaire, from the date of its approval by the Congress of El Salvador, as established in LPU, by which the Concessionaire is granted the right to manage, equip, operate, maintain, exploit, finance, develop the infrastructure and undertake business development of the Multipurpose Specialized Container Terminal of The Port of La Union.

CONSORTIUM

A group of two or more companies (national or international), that has been legally created (in a temporary or permanent way) with the purpose of requesting its prequalification and later the participation in the Bidding Process of the Multipurpose Specialized Container Terminal of the Port of La Union.

GRANTOR

CEPA, which in relation to the Bidding Process is the conceding entity, responsible for undertaking, with the private sector, the contractual commitments established in the LPU and LACAP laws.

EFFECTIVE CONTROL

For the purpose of the present Prequalification RFP, effective control is defined as the existing relationship between two or more companies or entities, by which one of them (the controller), through its hegemonic status, presets and subdues to its dominant influence, directly or indirectly, the management of other companies.

It is assumed that Effective Control shall be found in in the following scenarios:

a) When a company, holds directly or indirectly, through its controlled companies, more than the 50% (fifty percent) of another company’s shares (or voting rights).

b) When the company owns 50% (fifty percent) or less of another company’s shares and also holds:

1) Control of half of the company’s voting rights, through an agreement with other investors, partners or shareholders; and/or

2) Control to manage the company’s financial and operational policies, whether by agreement or conventional regulations; and/or

3) Control to designate or to remove the majority of the members of the Administration body, Board or directors, or equivalent governing body;

and/or

4) Control of the majority of the votes during meetings of the Administration Body, Board of directors, or equivalent governing body.

Indirect property is the property owned through a third person, as described on the

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following scenarios:

a) When the participation is directly owned by another company, however, with this participation they must control equal or more than twenty five percent (25%) of the company’s voting rights but less than fifty percent (50%) of the company’s corporate capital, and does not dominate any other areas of the company.

b) When the participation is directly owned by the company, however, with this participation, the Company described on the previous paragraph, has to have a participation that represents company’s voting rights of at least twenty five percent (25%) of the company’s corporate capital. The criterion explained on this paragraph applies to other companies, as long as their voting rights represent at least twenty five percent (25%) of the company’s corporate capital.

CALENDAR DAYS All of the days in a year.

BUSINESS DAYS

These are the days of the week, from Monday to Friday, from 08:00 a.m. to 16:45 p.m.; additionally, the days that by Legislative Decree or by decision of CEPA’s Board of Directors are considered as business days, with the exception of holidays and festive days stated on El Salvador’s Working Code and on CEPA’s regulations, which for the purpose of this document are:

January 1^st (New Year)

Wednesday, Thursday and Friday (Eastern week).

May 1^st(Labor day)

May 10^th(Mother´s day)

June 17^th (Father’s day)

3^rd, 4^th, 5^th and 6^th of August (National Festivities)

September 15^th (Independence Day)

November 2^nd(Day of the Dead)

December 24^th, 25^th (Christmas) r

December 31^st (Pre- New Year Festivities)

Also any days that by Legislative Decree or by an Agreement from CEPA’s Board of Directors are declared as non-working days.

ADDITIONAL DOCUMENTATION

Incomplete information not submitted in the technical documents provided in the original documentation of the bidding package.

US$ DOLLARS United States Dollars DR – CAFTA

Free Trade Agreement among: Dominican Republic, Central America and the United

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States

DUI (Documento Unico de Identidad)

Identification document for citizens of El Salvador.

FINANCIAL STATEMENTS

Balance Sheet, Profit and Loss Statement, Cash Flow Statement, Equity Change Statement, Notes to Financial Statements, and Independent Audit Certification.

FOLIATE

Prequalification documents must be submitted in a numerical order shown on the front of each page, without exception.

PUBLIC INFORMATION

Information from all government entities that can be found in documents, files, data, databases, communications and all types or registers that verify the execution of their activities and abilities, regardless of its source and date of formation and which is not confidential. Such information could have been produced, acquired, transformed or preserved by government entities, regardless of their functions.

CONFIDENTIAL INFORMATION

Private information from Participants in government´s custody, its public access is prohibited by Constitutional Mandate or by a law that protects the interests of Companies.

IVA (for its Spanish abbreviation) /VAT

Tax applied to sales and services, otherwise known as Value Added Tax. (Impuesto a la Transferencia de Bienes Muebles y a la Prestación de Servicios)

LACAP (for its Spanish abbreviation)

Law that regulates goverment purchases, sales and service contracts (Ley de Adquisiciones y Contrataciones de la Administración Pública).

BIDDING PROCESS FOR THE PORT OF LA UNION OR BIDDING PROCESS

Process through which CEPA will invite all of the Participants who prequalify, to submit proposals for the concession of the Multipurpose Specialized Container Terminal of the Port of La Union.

LPU (for its Spanish abbreviation) Law for the Concession of the Multi-Purpose Specialized Container Terminal, Phase I, of

the Port of La Union (Ley de Concesión de la Terminal Portuaria Multipropósito Especializada en Contenedores Fase I, del Puerto de La Unión Centroamericana).

NIT (for its Spanish abbreviation)

Tax identification number for all individuals or legal entities (companies), national or foreign, doing business in El Salvador (Número de Identificación Tributaria).

PORT OPERATOR

For the purpose of the present Prequalification RFP and the Bidding Process of the Port of La Union, a Port Operator will be the company that has the responsibility of

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managing a port or port terminal, this means that it is responsible for financing, administrating, equipping, promoting, infrastructure developing and/or providing related services at its own risk.

EQUITY

The residual part of the entities’ assets, after all debts are paid.

PARTICIPANT

Is (i) a company, (ii) Joint Venture and/or (iii) Consortium of national or foreign companies, which have been registered to submit the prequalification documents at www.comprasal.gob.sv or at CEPA’s Acquisitions and Contracts Division (UACI) during the period that was indicated on the prequalification notice; (in the case of Joint Ventures and Consortiums, it is enough that one company registers).

PREQUALIFIED PARTY OR PARTIES

Participants who have fulfilled all of the requirements that CEPA stated in the present prequalification process, and who will be eligible to participate on the bidding process.

The Participants that are prequalified will be able to submit a proposal in the Bidding Process for the Port of La Union an individual or jointly with another Prequalified Party.

PORT OR PORT OF LA UNION

Is the Multipurpose Specialized Container Terminal of the Port of La Union.

RELACAP (for its Spanish abbreviation)

Regulations of the Law for Goverment’s Acquisitions and Contracts (Reglamento de la Ley de Adquisiciones y Contrataciones de la Administración Pública).

LEGAL REPRESENTATIVE OR PROXY

The person who has the legal right to acquire obligations on behalf of the Participant, as Legal representative.

CONCESSION COMPANY OR CONCESSIONAIRE

The Company (”Sociedad Anónima” in El Salvador) created in El Salvador by the concessionaire with the sole purpose of subscribing the contract agreement with the Grantor.

AFFILIATED COMPANY or AFFILIATE

A corporation will be considered as an affiliated company when the Effective Control that these companies is exercised by the Parent Company.

SUBSIDIARY OR BRANCH COMPANIES

Company whose control is exercised by the Parent Company PARENT COMPANY

A company that has the effective control of one or more companies. This definition also includes a company with Effective Control over another Parent Company, and successively. .

RELATED COMPANIES

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An Affiliated Company or a Subsidiary Company or a Parent Company.

LEAD PARTNER

The prequalified Participant that has fulfilled the prequalification requirements stated in the present Prequalification RFP, who, if declared Awardee of the concession, will be required to hold a shareholding equal or greater than the 51% of the Concessionaire’s capital.

TEU

Twenty-Feet Equivalent Unit.

TRANSSHIPMENT

The action of unloading cargo from a vessel for its later reloading to a different vessel, as response to a costumer’s request.

JOINT VENTURES

Companies that decide to participate together in the Prequalification RFP and therefore submit the proposal jointly, stating that in the case that they are prequalified for the process, they will formally create a Consortium.

UACI (for its Spanish abbreviation)

CEPA’s Acquisitions and Contracts Division (Unidad de Adquisiciones y Contrataciones Institucional de la CEPA).

UNAC (for its Spanish abbreviation)

Regulatory Division for Government’s Acquisitions and Contracts (Unidad Normativa de Adquisiciones y Contrataciones de la Administración).

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I N T R O D U C T I O N

The Government of El Salvador, through CEPA, initiates the prequalification process for the Concession of the Multipurpose Specialized Container Terminal of the Port of La Union.

The Port of La Union is located in La Union Bay, in the Fonseca Golf, in the Pacific Ocean, in the coast of the Central America, within El Salvador’s eastern region, 185 kilometers from the capital city, San Salvador. The port is strategically located on the Mesoamerican Corridor, comprising from Southern Mexico to Panama. It’s a multipurpose container terminal currently in operations.

B A C KG RO U N D

CEPA was founded in 1952 as the Port Commission of Acajutla (Legislative Decree No.

677 of 28^th May, 1952, published in the Official Journal No. 102, Volume 155, 30^th of May, 1952). In 1965, its denomination changed to what it is today: CEPA – Autonomous Executive Port Commission (Legislative Decree No. 455, 21^st October 1965, published in the Official Journal No. 206, Volume 209, 11th of November, 1965), governed by a Board of Directors, it is integrated by a president and of representatives of both private and public sectors.

CEPA is the owner, administrator and operator of the Ports of Acajutla and La Union.

Additionally.CEPA is the owner and operator of El Salvador’s International Airport, and is responsible for administrating El Salvador’s International Airport located at Ilopango as well as the National Railway System.

El Salvador’s Government has invested approximately US$200 million in the Port of La Union, consisting in the construction, equipping, port operations and maintenance. The Port was built with CEPA’s own founds and with a loan of approximately US$100 million from the Japan Bank for International Cooperation (JBIC).

The Port of La Union has a total surface of 255.70 hectares. These areas are reserved for ports terminals, logistics and infrastructure support for industrial and commercial activities related to port activity.

CEPA and El Salvador’s Government consider that, in order to have a competitive and efficient port, benefiting from the strategies of the main actors in the maritime industry, it is necessary to concession it to an experienced port operator.

The Port of La Union concession will entail the obligation by the Concessionaire to provide all port services at its own risk, in a continued and uninterrupted way, carry out all of the necessary investments, and strengthening the competitive advantage of Port of La Union as specialized container handling terminal.

On September 8, 2011, the Legislative Assembly approved the Legislative Decree N°

834, published on the Official Journal No. 189, Volume N° 393 of October 11, 2011;

with the purpose of establishing the conditions, term, investment amount and other requirements for the concession of the above-mentioned port.

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SCOPE OF PREQUALIFICATION

The scope of this prequalification is as follows:

a) Preselect the Participants that satisfy the provided requirements in the present Prequalification RFP, to participate in the Bidding Process that CEPA will launch thereafter.

b) Accomplish the utmost participation possible, with participants with qualified experience in the operation of port terminals and with the financial capacity to invest in the necessary equipment to offer services.

c) Define the guidelines by which Participants will have to prepare their prequalification documents submission and their evaluation.

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SECTION I

INSTRUCTIONS TO PARTICIPANTS

1. PREQUALIFICATION’S PURPOSE

CEPA through its Acquisitions and Contracts Division (UACI) promotes the PREQUALIFICATION TO PARTICIPATE IN THE “CONCESSION PROCESS OF THE MULTIPURPOSE SPECIALIZED CONTAINER TERMINAL OF THE PORT OF LA UNION”, with the purpose of prequalifying Participants who could participate as individuals or jointly with other Prequalified Parties in the Bidding Process, in the terms established in this Prequalification RFP.

2. OBTAINING THE PREQUALIFICATION RFP

The Prequalification RFP will be distributed free of charge at CEPA’S Acquisitions and Contracts Division, located at Torre Roble building, Boulevard Los Héroes, San Salvador, El Salvador, from July 3 to September 13 of, 2013, on business days and during office hours, from 8:00 a.m. to 12:30 p.m. and from 1:15 p.m.

to 4:45 p.m.

The Prequalification RFP will be available until the day before the established date for the prequalification document submission, at the Participants own risk.

Additionally, the documents may be downloaded from the Public Purchase web page: www.comprasal.gob.sv from July 3 to September 13, 2013.

The Participant must submit the prequalification documents according to the technical specifications and conditions that have been specified on these Prequalification RFP and on addendums, amendments and clarifications, if any.

3. GENERAL CONDITIONS FOR PREPARING PREQUALIFICATION DOCUMENTS

3.1 The only companies, Joint Ventures and/or Consortiums eligible to participate on the prequalification process, are those that have registered to submit prequalification documents at www.comprasal.gob.sv or at CEPA’s Acquisitions and Contracts Division during the established period in the prequalification notice. In the case of Joint Ventures or Consortium, it is sufficient that one Company registers.

This registration must be completed as stated on paragraph 4.1 of the present document.

3.2 The sole submission of the documents that come with the Participants request to prequalify will represent, without any further act, acceptance by the Participant to everything stated in this Prequalification RFP.

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3.3 The documents submitted must be numbered. The numbers of the pages must be legible at the front of each page, on correlated Arabic numbers and only in one writing system, whether it’s mechanical or a manuscript with indelible ink according to the indications stated on Annex 11.

3.4 The documents submitted must not have any contradictions or discrepancies with what has been stated in this Prequalification RFP, addendums, amendments and/or clarifications; in the case that such contradictions exist, regardless of when they are identified, the provisions stated in this Prequalification RFP and in any of its addendums, amendments and/or clarifications, if any, will prevail.

3.5 All expenses related with the preparation of the documentation for this prequalification process, will be on the Participants own account, even if the Participant is not selected, whether they are fees, taxes, reproductions of any kind or nature, trips, communications and others.

3.6 Any scratch, blots, amendments, marks or script between lines or over the lines and/or omissions that the prequalification documents submitted have, must be properly saved; saved will be understood as validating any corrections to the document.

3.7 In the case of foreign companies, the prequalification documents, must be submitted within “APOSTILLE” process and translated into Spanish, as long as the participant’s home country is a member of the “Hague Conventions”

1961, regarding, the Pact of Abolishing the Requirements of Legalization for Foreign Public Documents”.

In the case that the documents are issued in a country not listed as a signatory of the “Hague Conventions”, the documents must be submitted in their original language and translated into Spanish, authenticated by El Salvador’s Consulate Office at the Participant’s legal address or wherever it’s appropriate, and authenticate the signatures in the Ministry of Foreign Affairs of El Salvador.

In order to accept public instruments emitted by foreign countries, they must comply with the procedure stated in Article 334, paragraph 1 and 2, of the Civil and Commercial Code, which literally reads:

“… Notwithstanding what is been stated in International Treaties subscribed and ratified by El Salvador and in order to trust foreign countries’ public instruments, the authorizing signature must be authenticated by the representative of the Diplomatic Mission, Consulate Office or by the person in charge of Consular Affairs, or at least by the indicated Officials at the Ministry of Foreign Affairs where the documents originate, the signature that authorizes such legalization must also be authenticated by El Salvador’s Ministry or Vice-Ministry of Foreign Affairs, or by the Officer that by Law has been authorized to do such authentications. Photocopies of foreign countries’ public instruments will be trusted, as long as on the back of the documents, the trustworthiness of such documents is stated and that the

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formalities required by the law of the country where the document originates have been fulfilled. This document must be signed by the indicated officer of the country where the document originates, and his/her signature must be authenticated as established on the previous paragraph.

The powers of attorney originated on a foreign country subscriber of the Protocol on Uniformity of Powers Of Attorney, subscribed in Washington D.C, on February 17, 1940, must comply with the requirements of the stated structure.

3.8 Through a Board of Directors’ decision, CEPA may extend the deadline for the reception and opening of the prequalification documents.

3.9 In the present prequalification process, the EC’s recommendation will be submitted to CEPA’s Board of Directors for their information and final approval, result to be notified to the Participants.

3.10 During the documentation review and qualification process, CEPA reserves the right to ask questions to Participants, Government Entities, Autonomous and Municipal Institutions, to verify the information in the submitted documents.

3.11 Each Participant must only submit one prequalification application, either as an individual or as part of a Joint Venture or Consortium; in case this rule is infringed the Participant involved will be disqualified.

3.12 CEPA will qualify national and foreign Companies, Joint Ventures and/or Consortiums capable of fulfilling the criteria stated in Articles 25, 26 and 158 of the LACAP, therefore Participants must submit a sworn declaration, Annex 3, which verifies that they are not legally impaired or unabled.

3.13 Everything stated in this Prequalification RFP will be normed by article 9.8, Chapter 9 of the DR-CAFTA Agreement, article 27 of the LACAP and articles 26, 27 and 28 of the RELACAP and other applicable regulations.

3.14 The dates and times to which this document refers, are according to El Salvador’s standard time, which Participants shall take into account for proposal submission and for receiving notifications.

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4. NOTIFICATION ADDRESS

4.1 It is mandatory for Participants’ representatives or administrators, proxies or deputies to appoint an authorized person to receive notifications and to notify CEPA’s Acquisitions and Contracts Division, the name of the authorized person to receive notifications, specifying the address or means of communications (fax, electronic or by mail ) or by any other means that allows CEPA to have evidence of the document’s reception, and to allow for prompt communication of any changes or modifications. Such designation can be done by any of the following means; (i) in writing notification to CEPA’s Acquisitions and Contracts Division; and (ii) through a notification in COMPRASAL.

4.2 In the event of omission of the abovementioned designation, CEPA’s notifications may be made according to standard procedural law regulations.

4.3 In the event of a Participant requesting e-mail notification, this Participant shall activate the option “Automatic acknowledgement of receipt”. By accepting this notification option, the recipient accepts receiving any documentation delivered through this channel.

5. CONSULTATIONS ON THE PREQUALIFICATION RFP

5.1 Any inquiries regarding the content of this Prequalification RFP by Participants, should be sent as written request to CEPA’s Acquisitions and Contracts Division, to the following address:

Addressed to: Ing. Edwin Molina, Jefe UACI Comisión Ejecutiva Portuaria Autónoma (CEPA)

Unidad de Adquisiciones y Contrataciones Institucional (UACI) Edificio Torre Roble, Bulevar Los Héroes, San Salvador, El Salvador Telephone (503) 2218-1229, Fax: (503) 2218-1226

edwin.molina@cepa.gob.sv

5.2 Questions can also be sent via e-mail, enclosing the necessary scanned documents signed and stamped. Any questions or requests will be accepted up to FIFTEEN (15) CALENDAR DAYS prior to the Prequalification RFP submission date, which CEPA will answer at least eight (8) CALENDAR DAYS before the Prequalification RFP submission date.

6. CLARIFICATIONS, ADDENDUMS AND AMENDMENTS

CEPA will only provide Clarifications, Addendums and Amendments regarding this Prequalification RFP until EIGHT (8) CALENDAR DAYS before the Prequalification RFP submission date, which will be notified in writing to Each Participant who has registered in UACI’s office and at COMPRASAL, And these clarifications, addendums and amendmentsand will form part of this Prequalification RFP.

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7. LANGUAGE

The prequalification documents as well as other documents and correspondence concerning the present invitation to tender, must be submitted in Spanish or translated into Spanish, according to paragraph 3.7 of this Section.

8. PREQUALIFICATION DOCUMENTS

The prequalification documents must be submitted in two envelopes, at the place, date and time specified in paragraph 9 “RECEPTION AND OPENING FOR THE PREQUALIFICATION DOCUMENTS” of this section. The envelopes must be properly identified and must include the following information:

8.1 ENVELOPE NUMBER ONE

The Participant shall submit:

a) Prequalification request form (Annex 1) b) Participants general information (Annex 2)

c) Written Statement, submitted according to the required information in Annex 3 8.2 ENVELOPE NUMBER TWO

The Participant shall submit the following:

a) Table of Contents

b) Participants experience (amount of TEU’s handled), (Annex 4) c) Participants experience (as a port operator) (Annex 5)

d) Participants background and experience (Annex 6) e) Port Operator Certification (optional) (Annex 7) f) Shareholders list, (Annex 8) accordingly.

g) Participants statement of public and/or confidential information, (Annex 9) h) Net Worth accreditation (Annex 10)

i) All documentation referred in paragraph 8.2.1 j) All documentation referred in paragraph 8.2.2 k) All documentation referred in paragraph 8.2.3

In ENVELOPE NUMBER 2, the Participant shall submit all the Original Documents and include the legal, financial and technical documents, according to the following:

8.2.1 LEGAL DOCUMENTS

a) SALVADORIAN NATIONAL COMPANIES

Every national Company (i.e. from El Salvador) must present photocopies certified by a public notary of the following documents:

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i. Public deed testimony of the company’s foundation, this document has to be registered in the Commerce Registry of the National Registration Center (Registro de Comercio del Centro Nacional de Registros (CNR).

ii. Public deed testimony of any modification, transformation or mergers in the company.

iii. Legal and current established Registrations of the company in any legal required form.

iv. Public deed testimony for the Proxy or for Legal Representative, this document has to be registered in the CNR; in the case that the public deed testimony isn’t available, the Participant can submit any other legal document that can certify the Company’s Legal Representative, this will only apply in the case that the prequalification documents have been submitted by the Proxy.

v. Shareholders list, including: (a) all of the shareholders or, (b) in the case that the company is a listed on the stock exchange, it must submit a list of all the shareholders that have a participation of 5% or more in the total shares, with their shareholding. In both cases, in compliance with Annex 8, Form A.

vi. The Registered CNR Credentials of the Board of Directors, Administrator (owner or substitute) or Legal Representative Election. Expired credentials will not be accepted, with the exception of credentials that are within the 6 month period of grace granted by Article 265 of El Salvador’s Commerce Code (Legislative Decree N° 641, on June 26th, 2008, published in the Official Government Journal N° 120, Volume N°

379, on June 27, 2008).

vii. The Participant’s NIT (tax identification number).

viii. DUI (personal identification number), NIT, Passport or Resident's Card of the company’s Legal Representative or Proxy. All documents must be current.

b) FOREIGN COMPANIES

Every foreign company, in accordance with its own national law, must submit the following information certified and notarized by a notary public or by an authorized public officer:

i. Corporation Charter.

ii. Certified documents, stating any modification, transformation or mergers in the Company (if any).

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iii. Legal Representative’s credential or any other document that can certify it. Also, a photocopy of the Company’s Legal Representative’s valid passport or from the authorized person to sign the prequalification documents must be submitted.

iv. Proxy’s public deed testimony properly registered in accordance with the Company’s country of origin legislation or any other valid document that certifies him/her as the Company’s Proxy. If the Participant is a foreign company’s Branch Company, it must also present the documentation that certifies what is stated in Article 358 of El Salvador’s Commerce Code.

v. Shareholders list which must include: (a) all shareholders or, (b) in the case that the Participant is listed on the stock exchange, it must submit a list of all shareholders that have a participation of 5% or more in the total shares, with their shareholding . In both, according to Annex 8, Form B.

c) JOINT VENTURES

Participants may apply as Joint Ventures, for which they must submit the following information:

i. Letter stating their intent to participate as a Joint Venture, according with Annex 8 Form B

ii. The Joint Venture that prequalifies in this process will have to formalize its union through a concession contract, preserving their participation, according with Annex 8 Form B

iii. The Participant, who expresses its intention on joining a Joint Venture, will not be allowed to submit the prequalification documents as an individual or as a member of a different Joint Venture or Consortium.

iv. The Joint Venture must appoint a person to manage and receive instructions on behalf of all the associated companies, in all matters related to this participation.

v. When two or more companies decide to participate as a Joint Venture, they must each individually comply with the requirements stated on paragraphs 8.2.1, items a) and b),

vi. From paragraph 8.2.2 of Section I, Joint Ventures must submit the documents mentioned in items a), b), or c) where applicable, only verifying its legal formality.

The Affidavit is excluded from the above requirement, since it is only

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vi. Shareholders list which must include: (a) all shareholders or, (b) in the case that the Participant is listed on the stock exchange, it must submit a list of all shareholders that have a participation of 5% or more in the total shares, with their shareholding. In both cases the list must comply with Annex 8, Form B.

d) CONSORTIUMS

Participants may apply as Consortiums, for which they must submit the following information:

i. Certified or legalized copy of the Consortium’s public deed testimony, in case it was created in El Salvador.

In the event the Consortium was created abroad, the Consortium must submit the Consortium’s public deed testimony certified or legalized by public notary or authorized public official, in accordance with paragraph 3.7 of this Section.

ii. The Consortium’s NIT (tax identification number), if domiciled in El Salvador.

iii. Members of the Consortium will be jointly liable for any consequences of participating as a Consortium on the present prequalification process.

iv. The Participant, who plans on joining a Consortium, will not be allowed to submit prequalification documents as an individual or as a member of a different Joint Venture or Consortium.

vii. The Consortium must appoint a person to manage and receive instructions on behalf of all the associated companies, in all matters related to this prequalification process.

viii. When two or more companies decide to participate in Consortium, they must each individually comply with the requirements stated on paragraphs 8.2.1, items a) and b)

vii. Shareholders list which must include: (a) all shareholders or, (b) in the case that the Participant is listed on the stock exchange, it must submit a list of all shareholders that have a participation of 5% or more in the total shares, with their shareholding. In both cases the list must comply with Annex 8, Form B.

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viii. From paragraph 8.2.2 of Section I, Consortiums must submit the documents mentioned in items a), b) or c) where applied, only verifying its legal formality. Everything related to the Affidavit is excluded to what was stated in the previous paragraph, since only the Consortium’s representative has to submit an Affidavit.

8.2.2. FINANCIAL DOCUMENTS

a) If the participant is a Company domiciled in El Salvador it must submit photocopies certified by a notary of its Financial Statements for the Fiscal Year 2012. These statements must be audited by an auditor or a company authorized by the “Consejo de Vigilancia de la Profesión de Contaduría Pública y Auditoría”.

The Financial Statements must be submitted under the International Financial Reporting Standards (IFRS). In the event that the documents can’t be submitted as requested, the Participant must state the reasons why it was not possible to do so.

b) If the Participant is a Subsidiary or Branch Company of foreign origin, legally established in the country, it must submit photocopies of the documents referenced in item (a) of this paragraph, corresponding to the Subsidiary or Branch Company and not from the Parent Company; this documents must be duly certified by a public notary.

The documents requested in the items (a) and (b) must be

"DEPOSITED" in the Trade Registry, in accordance with Arts. 286 (last subsection) and 411 III of El Salvador’s Commercial Code, enclosing the document called "Deposit Evidence", crediting in the mentioned registry.

In the case of Subsidiary or Branch Companies that have legal prohibition to submit audited financial statements, this will not be required, and therefore, they must submit Parent Company documents and document that demonstrates the legal prohibition referred to earlier.

c) If the participant is a foreign company, they must submit the financial statements as indicated in item (a), responding to paragraph 3.7 of this Section. In case the values expressed in the financial statements are in a currency different than the American dollar, they must be converted to the official exchange rate, valid at the date that the fiscal year closing, published by El Salvador’s Central Bank (www.bcr.gob.sv) and presented as an annex.

Note: In the case that the Participant’s home country’s fiscal year differs from the calendar year, the Participant must present proof

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of this situation, and submit the registered balance which is closest to the requested dates.

d) In case of a Joint Venture, each of the members must submit the documents indicated in items a), (b) and (c) of this paragraph, as appropriate.

e) In case of a Consortium, each of the members, must submit the documents referred to in paragraph (a), (b) and (c) of this document, as appropriate.

8.2.3 TECHNICAL DOCUMENTS

Technical documentation must be submitted as indicated in Section I and Annexes of this Prequalification RFP and in accordance with content of Addendums, Amendments and/or Clarifications, if any, and must present the following:

a. Participant’s experience in handling volumes of TEUS The Participant’s level of experience in handling container will be measured through the accreditation of the experience in having handled a minimum volume of SIX HUNDRED THOUSAND TEUS PER YEAR (600 thousand TEUS), in the last three (3) years (Annex 4).

The SIX HUNDRED THOUSAND TEUS are per year.

b. Participant’s experience level as port operator

The Participant’s level of experience as port operator, will be measured through the accreditation of the experience of having operated at least a single port with a minimum volume of TEUS, which may not be less than THREE HUNDRED THOUSAND TEUS PER YEAR (300 thousand TEUS), in the last three (3) years (Annex 5).

The THREE HUNDRED THOUSAND TEUS are per year.

c. Background and experience of the participant

Annex 6 presents the minimum required information to submit.

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9. RECEPTION AND OPENING OF PREQUALIFICATION DOCUMENTS 9.1 RECEPTION

9.1.1 It is exclusively responsibility of the Participant, to submit the Prequalification documents on time and form.

9.1.2 Participants must submit the Prequalification documents in two envelopes clearly identifying the place, date and time that was specified in the prequalification notice and in the present document, according to the following detail:

a) PLACE: UACI Offices, located in the basement of the Torre Roble Metrocentro, Boulevard de Los Heroes, San Salvador, El Salvador, C. A

b) Date: 12, 13 y 16 de september2013

c) Documents Reception Time: from 8:00am to 3:00pm, El Salvador official time.

9.1.3 The reception of envelopes 1 and 2 will be registered by UACI, in a form detailing the following information: Participant´s name, name and signature of the person who delivered the prequalification documents, date and time of submission. For this, by a notarial act, those circumstances as well as any other peculiarity that may happen, must be described.

9.1.4 The prequalification documents submitted after the deadline will be excluded from the prequalification process, as indicated in Article 53 of the LACAP.

9.2 OPENING PREQUALIFICATION BIDDING ENVELOPS

9.2.1 Once the reception of the Prequalification documents ends, there will be a public opening of envelops at the place and date of reception, as follows:

a) Place: UACI office, Basement of Edificio Torre Roble, Bulevar, Los Héroes, San Salvador, El Salvador, C.A.

b) Date: 17 of September 2013.

c) Time: 3:15 p.m., official time El Salvador.

9.2.2 The opening will be carried out in accordance with the order of receipt of the documents, registered in the paragraph 8.1 of this Section.

9.2.3 The opening of each one of the envelopes will proceed as follows:

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a. Envelope No. 1: UACI will verify that the Participants submitted all of the documents requested in paragraph 8.1 of this Section.

b. Envelope No. 2: UACI will verify that the Participants submitted all of the documents requested in paragraph 8.2 of this Section.

9.2.4 The action described in the previous paragraph means that_UACI will only check that the Participants submit all of the requested information.

9.2.5 A record shall be drawn up in which the following information shall be included: the name of the Participant and its representatives, their respective personal identification numbers; the number of documents submitted; as well as any other relevant aspect for the act. The Minutes shall be signed by the representatives of the CEPA and the personnel appointed by the assisting participants, who will receive a copy of it.

9.2.6 CONFIDENTIALITY. After the opening of the prequalification documents, all information related with them, their evaluation and results shall not be known by the Participants or other people not related with this process, until the Board of Directors of CEPA issues a Prequalification Agreement of the Participants, in accordance with the art. 54 of the LACAP.

10. SPECIAL CONDITIONS

10.1 If a participant decides not to submit documents in this Prequalification process, they can send to CEPA a written explanation of the reasons why they decided not to participate.

10.2 Participants must submit completed the forms that are specified in Annex 9, " Participant’s statement of public and/or confidential information", of these documents, with Participant´s stamp (optional), as well as the signature of the Legal Representative or proxy.

CEPA shall consider the documentation related to this prequalification process as confidential until it has granted or declared void the bidding of "THE CONCESSION PROCESS FOR THE MULTIPURPOSE SPECIALIZED CONTAINER TERMINAL OF THE PORT OF LA UNION”, as long as the confidentiality of documents has not been requested, as established in Annex 9.

10.3 The results of this prequalification will be valid for one year, from the date of notification of the resolution issued by CEPA´s Board of Directors. Pre-qualified participants can participate in the bidding of the tender without having to update the submitted information, unless that the submitted documents have been modified, as long as the bidding process is carried out within twelve month from the notification process.

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SECTION II

QUALIFICATION OF PARTICIPANTS

1. GENERALITIES OF THE QUALIFICATION OF PARTICIPANTS

CEPA shall constitute, in accordance with what is established in Article 20 of the LACAP, the Commission for Evaluation of the Prequalification Documents, and the results obtained by said Commission will be submitted to CEPAS´s Board of Directors for approval.

2. QUALIFICATION FACTORS

The legal documentation, financial and technical capability and experience of the participants, will be reviewed according to the following specifications set out in this paragraph.

a) QUALIFICATION OF LEGAL ASPECTS.

The legal documentation will be evaluated in accordance with the information requested in paragraphs 8.1 and 8.2.1, Section I of this Prequalification RFP.

Regarding to the financial documents requested in paragraph 8.2.2 of Section I, only its legal aspects will be evaluated.

The evaluation criteria will be as follows:

COMPLIES: When the Participant submits the legal documentation as requested in the present Prequalification RFP either for the first time, or when it was corrected by the Participant as requested.

DOES NOT COMPLY: When the Participant does not submit the legal documentation in accordance with the requirements, either for the first time or after a correction was requested by the Commission, with documentation not being provided as requested.

NOT APPLICABLE: When a Participant does not have the obligation to submit any type of documents.

All Participants must comply with the mandatory required legal aspects, in order to continue with the prequalification of its financial capability.

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b) QUALIFICATION OF THE FINANCIAL CAPABILITY

Participants must demonstrate financial strength through the accreditation of Net Worth² of not less than FORTY MILLION UNITED STATES DOLLARS (US$40,000,000.00).

The Participant's financial accreditation may be proven by itself or through Related Companies, in any case participants must present for each of the Related Companies, the Financial Statements as requested in paragraph 8.2.2, section I of these documents and in accordance with what was established in Annex 10.

In the case of Consortiums and Joint Ventures, the financial evaluation will be carried out by taking into account the information of each of the companies that integrate the Consortium or Joint Venture, in accordance with the procedures established in this document.

All Participants must comply with the minimum Net Worth amount established in this item. If Participants, do not meet the minimum Net Worth requirements, they will not proceed to the review and qualification of the technical capability and experience, and they will not be eligible to be qualified to participate in the bidding of "THE CONCESSION OF THE MULTIPURPOSE SPECIALIZED CONTAINER TERMINAL OF THE PORT OF LA UNION".

C) QUALIFICATION OF PARTICIPANT’S TECHNICAL CAPABILITY AND EXPERIENCE

The technical and operational capability will be credited by the Participant or by one of the members in the case of Consortiums or Joint Ventures, by fulfilling the technical requirements as follows:

c.1 Annual container movement equal or greater than 600,000 TEUs during each of the years 2010, 2011 and 2012, including Transshipment and empty containers handled.

c.2 Port Operator or Effective Control of the Port Operator, of at least one port with at least an annual movement of containers, equal to or greater than 300,000 TEUs, during the years 2010, 2011 and 2012 including Transshipment and empty containers handled.

The movement must correspond to at least one port where the participant is the Port Operator or has Effective Control of the Port Operator.

c. 3 Background and experience of the Participant will be credited as stated in Annex 6.

The technical and operative experience can be credited as follows:

2To be understood in accordance with the definition established in the “Definitions and Abbreviations”

section of the present document.

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1. By the Participant himself, by crediting the technical requirements indicated in items c.1, c.2 and c.3.

2. By one Participant, or by the sum of the experiences of the Participants in the Consortium or Joint Venture, according to item c.1. Regarding c.2, the experience must be accredited by a single member of the Consortium or Joint Venture.

3. The participant may certify technical-operating requirements identified in items c.1 and c.2, through its Related Companies up to 100% of the movement required.

In relation to the item c.2, it must be accredited by the same Related Company of the Participant.

If the minimum technical requirements indicated are not accredited by the Participant directly, but accredited through Related Companies, the following will be taken into consideration:

• In the case that the Related Company has the direct Effective Control of the Participant, 100% of that experience will be considered.

• In the case that the Related Company has the indirect Effective Control of the Participant, the experience will be considered in the same percentage as its participation in the Participant.

In the cases referred in the preceding paragraphs, a declaration must be submitted through Annexes 4 and 5, to accredit the Related Company participation percentage of the Participant in each port operator.

Furthermore, in order to certify the information requested in Annexes 4 and 5, the Participant must include a simple copy, with simple translation to Spanish, of the documents accrediting the required experience for the Participant or the Related Company, such as agreements, certificates, and other analogous documents issued by the contracting entity showing their experience as Port Operator. In case the Participant submits a certificate issued by an entity or public authority that includes the information contained in Annex 7, it will not be necessary to submit the contracts or agreements. However, CEPA reserves the right to request the submission of contracts or other documents accrediting the content of the certificates.

The evaluation criteria by the EC will be:

COMPLIES: When the Participant has submitted all of the legal documentation as requested in the present document either, for the first time, or when it was corrected by the Participant as requested by the Commission.

DO NOT COMPLY: When the Participant does not submit the legal documentation in accordance with the requirements, either for the first time or after a correction was requested by the Commission, and the observation was not corrected by the Participant.

The Participants in the present prequalification process must comply with all qualification aspects of the technical capability and experience, in order to be selected as pre-qualified.

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3. AMENDMENTS TO DOCUMENTATION SUBMITTED BY THE PARTICIPANTS All legal, financial and technical documentation may be amended, including its omission.

The amendments, corrections or clarifications of documents that do not require the submission of original documents, may be done with printed or electronic files, with CEPA’s receipt confirmation.

3.1 PROCEDURE FOR CORRECTION OF DOCUMENTS

In the event that any errors or omissions are found in the information or documentation presented, the EC may request the Participant, through the UACI, to submit the necessary corrections of the deficiencies found, as indicated below:

3.1.1 LEGAL, FINANCIAL AND TECHNICAL DOCUMENTS.

The EC may request the correction of legal, financial and technical documents, either individually in each evaluation stage or simultaneously only to accelerate the evaluation process of prequalification documents, considering that it must comply with the requirements of each stage of evaluation as established in Section II of the document.

The Participant will have a fixed term for corrections, which shall be established in the request issued by the UACI.

In order to rectify the necessary deficiencies, all documents submitted by the Participant must contain the missing information requested by CEPA.

When appropriate and necessary, the UACI at the request of the EC, may present a second request in writing, applicable to any Participant.

The requested Participant will have a deadline for correction, which will be established in the issued request.

If within the timeframe provided, the Participant does not comply with the requested documents or the information submitted contains the same or new errors, and these were of legal, financial or technical nature, the application for prequalification will be disqualified.

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4. RESULTS OF THE PREQUALIFICATION PROCESS

The EC will recommend the prequalification of Participants who comply with the requirements of: a) legal aspects, b) qualification of the financial capability, and c) qualification of technical capability and experience of this section.

For this purpose, the EC shall elaborate a recommendation proposal for CEPA’s Board of Directors, to issue an agreement, which will be notified to all Participants.

5. RESULTS’ NOTIFICATIONS

CEPA, through UACI, will notify to Participants the results of the prequalification process, through any of the means indicated in item 4.1 of section I.

6. REVIEW OF THE PREQUALIFICATION RESULTS

If a Participant is not in agreement with the result of the prequalification process, it may request, in writing, to the Chief of CEPA’s UACI, to indicate a place, date and time so that it can proceed to review the results in question and the relevant documentation, in a period not longer than 10 calendar days, starting from the receipt of the notification of the prequalification results.

This request must be signed by the Legal Representative or Proxy of the Participant, who can personally attend or appoint a representative(s) with sufficient attributions to review the results of the evaluation and make consultations if pertinent.

In the aforementioned meeting, only the results of their own evaluation will be made available for review. Under no circumstance it will be allowed to review documents and prequalification results obtained by another Participant; the meeting will be held with the assistance of CEPA officials, designated by UACI under strict and ethical conditions that govern public administration.

If after such review, the Participant is still not convinced with the results, it may appeal as indicated in Section 7 below.

7. FILING AN APPEAL’ REVIEW

CEPA will notify all Participants of the prequalification results who will have ten (10) calendar days, starting from the notification date to file an appeal. The appeal must be filed in due time, with accurate indication of the precise reasons, facts and issues that need to be resolved, before the Authority that issued the resolution that is being appealed upon; CEPA’s Board of Directors will have a maximum ten (10) business days after the admission of the appeal to resolve the appeal process, based on the recommendations issued by a special high-level Commission appointed by CEPA.

The prequalification process will be suspended during the period of the start of the Appeal and its resolution.

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SECTION III- Annexes

ANNEX 1

PREQUALIFICATION APPLICATION FORMAT

DATE: __________

TO: COMISIÓN EJECUTIVA PORTUARIA AUTÓNOMA (CEPA)

REFERENCE: Prequalification RFP to Participate in the Concession Process for the

“Multipurpose Specialized Container Terminal of the Port of La Union”

After examining the terms, conditions and specifications in the prequalification documents, Addendums, clarifications and amendments, we present our prequalification documents to participate in Concession Process for the Multipurpose and Specialized Container Terminal of the Port of La Union.

The present letter implies our acceptance to the rules, terms and conditions that have been established in the Prequalification RFP.

Yours faithfully,

(Legal Representative’s signature)

1. (Participant(s) Name(s). In the case of Consortiums and Joint Ventures, the include the names of all Companies)

2. (Name of the Participant’s Legal Representative)

3. Company’s or Companies seal (optional)

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ANNEX 2

PARTICIPANT’S GENERAL INFORMATION

DATE: __________

Participant: Mark with an “x” Legal Entity Joint Venture Consortium

Firm name:

-- -- -- -- Type of business:

--- ---

Name of the Company’s Legal Representative or Proxy:

--- --- Name of the contact person

with CEPA:

Main Office Address:

-- -- --- Notification Address:

Phone numbers:

Notification E-Mail:

Web Page

Names of the people who integrate the Company’s

Board of Directors:

-- -- --

Signature of the Company’s

Legal Representative or Proxy Company’s or Companies seal (optional)

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Note: In case of Joint Ventures or Consortiums, the information should be completed for each of their members.

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Annex 3

MODEL OF DECLARATION AFFIDAVIT [Please refer to Spanish Version]

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ANNEX 4

PARTICIPANT’S EXPERIENCE (AMOUNT OF TEU’s HANDLED) (Reference: Section II, Clause 2, c), A.1 of Prequalification RFP)

Date: _________________

Participant: _________________

Port Operator: _________________

A. PARTICIPANT’S EXPERIENCE (AMOUNT OF TEU’S HANDLED) MINIMUM AMOUNT: 600 THOUSAND TEU PER YEAR

PERIOD

NAME OF THE OPERATED PORT AND % OF THE PORTS’ OPERATION

HANDLED AT THE PORT

LOCATION OF THE PORT

AMOUNT OF TEU’S HANDLED (TRANSSHIPMENT AND EMPTY

CONTAINERS INCLUDED)

YEAR 2010 1.

2.

3.

(…)

1.

2.

3.

(…)

1.

2.

3.

(…)

YEAR 2011 1.

2.

3.

(…)

1.

2.

3.

(…)

1.

2.

3.

(…)

YEAR 2012 1.

2.

3.

(…)

1.

2.

3.

(…)

1.

2.

3.

(…) TOTAL

Note: A table must be prepared for each Port Operator whose information is presented.

Additionally, Participants must attach the information that validates the data included in the table.

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B. Information of Related Companies

In case the Participant is different from the Port(s) Operator(s), the Participant must explain in the following table the type of relationship that he/she has between them (the Participant and the Related Companies). Moreover, the Participant must attach the documents that demonstrate such relationship.

Port Operator: ______________

Type of Relationship (Effective Control) Participation (%)

Direct Indirect Direct Indirect

(Mark with an “x”) (Mark with an “x”) XX% Xx%

(explanation) (explanation) (explanation) (explanation) Note: The following information must be completed by all Port Operators whose information is presented.

_____________________________________

Legal Representative’s Name and Signature

Company’s or Companies seal (optional)

THIS DOCUMENT MUST BE SUBMITTED NOTARIZED ACCORDING TO PARAGRAPH 3.7 OF SECTION I.

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ANNEX 5

PARTICIPANT’S EXPERIENCE (AS A PORT OPERATOR)

(Reference: Section II, Clause 2, c), A.2 of this Prequalification RFP)

Date: _________________

Participant: _________________

Port Operator: _________________

A. PARTICIPANT’S EXPERIENCE (AS A PORT OPERATOR) MINIMUM AMOUNT: 300 THOUSAND TEU PER YEAR

PERIOD

NAME OF THE OPERATED PORT AND % OF THE PORTS’ OPERATION

AT THE PORT

LOCATION OF THE OPERATED PORT

AMOUNT OF TEU’S HANDLED (TRANSSHIPMENT AND EMPTY

CONTAINERS INCLUDED)

YEAR 2010 1.

2.

3.

(…)

1.

2.

3.

(…)

1.

2.

3.

(…)

YEAR 2011 1.

2.

3.

(…)

1.

2.

3.

(…)

1.

2.

3.

(…)

YEAR 2012 1.

2.

3.

(…)

1.

2.

3.

(…)

1.

2.

3.

(…) TOTAL

Note: A table must be prepared for each Port Operator whose information is presented.

Additionally, Participants must attach the information that validates the data included in the table.

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B. Information of Related Companies

In case the Participant is different from the Port(s) Operator(s), the Participant must explain in the following table the type of relationship that he/she has between them (the Participant and the Related Companies). Moreover, the Participant must attach the documents that demonstrate such relationship.

Port Operator: ______________

Type of Relationship (Effective Control) Participation (%)

Direct Indirect Direct Indirect

(Mark with an “x”) (Mark with an “x”) XX% Xx%

(explanation) (explanation) (explanation) (explanation) Note: The following information must be completed by all Port Operators that participate in the present process.

_____________________________________

Legal Representative’s Name and Signature

Company’s or Companies seal (optional)

THIS DOCUMENT MUST BE SUBMITTED NOTARIZED ACCORDING TO PARAGRAPH 3.7 OF SECTION I.

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ANNEX 6

PARTICIPANT’S BACKGROUND AND EXPERIENCE

The Participant must submit a summary of its experience in port operations. The information must include, but not be limited to, the company’s origin, shareholder list, main activities and location of the ports under its operation. It should also include start date, size in hectares, and length of docks and statistics of cargo handled over the most recent years in its ports, in a concise and summarized form.

Please limit your answer to 4 pages maximum.

This document will be accredited with its presentation.

COMISIÓN EJECUTIVA PORTUARIA AUTÓNOMA CEPA