ppp transmission lines project stage i extra-high … · ppp transmission lines project stage i...
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PPP TRANSMISSION LINES PROJECT STAGE I
EXTRA-HIGH VOLTAGE TRANSMISSION LINE AT 500 kV RÍO DIAMANTE T.S. –
NEW T.S. CHARLONE, TRANSFORMER STATIONS AND COMPLEMENTARY CIVIL
WORKS AT 132 KV
REQUEST FOR PROPOSALS
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Section I. SUBJECT-MATTER ................................................................................................................ 7
Item 1.01 Form.......................................................................................................................................... 7
Item 1.02 Scope of the Civil Work ........................................................................................................... 8
Item 1.03 – Scope of the PPP Contractor´s Obligations ........................................................................... 8
Item 1.04 Schedule .................................................................................................................................... 9
Section II – DEFINITIONS ...................................................................................................................... 11
Section III. APPLICABLE RULES ........................................................................................................ 26
Item 3.01 Applicable Rules ..................................................................................................................... 27
Item 3.02 Interpretation .......................................................................................................................... 27
Section IV. TENDER DOCUMENTS ..................................................................................................... 30
Item 4.01 Inspection and Withdrawal of the RFP ................................................................................... 30
Item 4.02 Queries on the RFP ................................................................................................................. 30
Item 4.03 Due Diligence ......................................................................................................................... 31
Item 4.04 Effects of the Submission of Bids .......................................................................................... 32
Item 4.05 Circular Letters ....................................................................................................................... 33
Item 4.06 Clarifying Circular Letters ...................................................................................................... 33
Item 4.07 Amending Circular Letters ..................................................................................................... 33
Item 4.08 Circular Letters that serve the only purpose of suspending or extending the opening or
submission date of Bids .......................................................................................................................... 34
Section V. BIDDERS ................................................................................................................................ 34
Item 5.01 Capacity to be Bidder ............................................................................................................. 34
Item 5.02 Restrictions to Bidders ............................................................................................................ 34
Item 5.03 Joint and Several liability of the Bidders ................................................................................ 34
Item 5.04 Business purpose and Duration of the Bidders ....................................................................... 35
Item 5.05 Impediments or Disqualifications to be a Bidder ................................................................... 35
Item 5.06 Local Content ......................................................................................................................... 35
Section VI OBLIGATIONS OF THE BIDDERS ................................................................................... 40
Item 6.01 Submission of the Bid for the Tender ..................................................................................... 40
Section VII. ETHICS AND TRANSPARENCY .................................................................................... 42
Item 7.01 Duties of the Bidders .............................................................................................................. 42
Item 7.02 Prohibited Practices ................................................................................................................ 43
Item 7.03 Declaration of Interests ........................................................................................................... 43
Item 7.04 Consequences ......................................................................................................................... 45
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Item 7.05 Means for Reporting ............................................................................................................... 45
Section VIII. ANTI-CORRUPTION CLAUSE ...................................................................................... 47
Section IX. REFERENCE PROJECT AND ALTERNATIVE PROJECT ......................................... 48
Item 9.01 Reference Project .................................................................................................................... 48
Item 9.02 Alternative Project .................................................................................................................. 49
Item 9.03 Executive Project - Detailed Engineering ............................................................................... 50
Section X FORMALITIES OF THE BIDS ............................................................................................. 50
Item 10.01 Submission ............................................................................................................................ 50
(a) Nature of the Sworn Statement ............................................................................................... 50
(b) Form and Language ................................................................................................................ 50
(c) Paper Type and Size ................................................................................................................ 51
(d) Numeration ............................................................................................................................. 52
(e) Signatures ................................................................................................................................ 52
(f) Page layout .............................................................................................................................. 52
(g) Folders´ identification ............................................................................................................. 52
Item 10.02 The envelopes and amount of copies .................................................................................... 52
Item 10.03 Copies ................................................................................................................................... 53
Item 10.04 Transfer and Agreement ....................................................................................................... 53
Section XI. CONTENT OF ENVELOPE N° 1 ....................................................................................... 54
Item 11.01 Index of the submitted documentation.................................................................................. 54
Item 11.02. Legal Documentation of the Bidder and his legal capacity ................................................. 54
Item 11.03 Documentation proving the capacity and technical quality .................................................. 57
Item 11.04 Documentation proving the Financial Capacity ................................................................... 62
Item 11.05 Correction of Omissions or Formal Errors ........................................................................... 66
Section XII – CONTENT OF ENVELOPE N°2 .................................................................................... 66
Section XIII- SUBMISSION AND RECEIPT OF BIDS ....................................................................... 66
Item 13.01 Submission of Bids ............................................................................................................... 66
Item 13.02 Receipt of Bids ..................................................................................................................... 67
Item 13.03 Agreement with the provisions of the RFP ........................................................................... 67
Item 13.04 Withdrawal of Bids ............................................................................................................... 68
Section XIV. OPENING OF BIDS .......................................................................................................... 68
Item 14.01 Envelope N° 1 ....................................................................................................................... 68
Item 14.02 Bid Bond ............................................................................................................................... 68
Item 14.03 Remaining Documents.......................................................................................................... 68
Item 14.04 Receipt and Opening Report ................................................................................................. 68
Item 14.05 Opinion of the Evaluating Committee .................................................................................. 69
Item 14.06 Envelope N° 2 ....................................................................................................................... 69
Item 14.07 Prohibition to Amend the Bid ............................................................................................... 69
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Item 14.08 Bid Validity Term ................................................................................................................. 69
Section XV- REJECTION OF BIDS ....................................................................................................... 70
Section XVI. INSPECTION OF THE BIDS ........................................................................................... 70
Section XVII. ASSESSMENT OF BIDS ................................................................................................. 70
Item 17.01 Evaluating Committee .......................................................................................................... 70
Item 17.02 Duties of the Evaluating Committee ..................................................................................... 71
Item 17.03 Sessions of the Evaluating Committee ................................................................................. 72
Section XVIII. ASSESSMENT OF BIDS – PRE-QUALIFICATION ................................................. 72
Item 18.01 Envelope N° 1 – Pre-qualification ........................................................................................ 72
Item 18.02 Reliability of the Bid ............................................................................................................ 73
Item 18.03 Pre-qualification Evaluation Opinion ................................................................................... 73
Item 18.04 Term to Issue the Pre-qualification Evaluation Opinion ...................................................... 74
Section XIX. ECONOMIC BIDS ASSESSMENT STAGE ................................................................... 74
Item 19.01 Envelope N° 2 ....................................................................................................................... 74
Item 19.02 Assessment of the Economic Bids ........................................................................................ 75
Item 19.03 Tie ......................................................................................................................................... 75
(a) Cases of Tie ............................................................................................................................. 75
Item 19.04 Term to issue the Economic Bids Evaluation Opinion ......................................................... 75
Item 19.05 Publishing of the Economic Bids Evaluation Opinion ......................................................... 76
Section XX – SSPPP’S INTERVENTION .............................................................................................. 76
Section XXI – AWARD ............................................................................................................................ 76
Item 21.01 Award Criteria ...................................................................................................................... 76
Item 21.02 Competent Authority – Notice .............................................................................................. 76
Item 21.03 Objection .............................................................................................................................. 76
Item 21.04 Withdrawal of the Successful Bidder .................................................................................. 77
Section XXII - DISCRETION OF THE CALLING AUTHORITY .................................................... 77
Section XXIII – PPP CONTRACTOR PARTNERSHIP ...................................................................... 77
Item 23.01 Creation ................................................................................................................................ 77
Item 23.02 Business Purpose .................................................................................................................. 78
Item 23.03 Non-compliance with the Creation of the PPP Contractor partnership ................................ 78
Section XXIV. EXECUTION OF THE PPP AGREEMENT ............................................................... 78
Item 24.01 Term for the Execution of the PPP Agreement .................................................................... 78
Item 24.02 – Requirements prior to the execution of the PPP Agreement ............................................. 78
Item 24.03 Non-compliance with the Requirements by the PPP Contractor .......................................... 79
Item 24.04 Non-signing by the Contracting Entity ................................................................................. 79
Section XXV. BONDS. .............................................................................................................................. 80
Item 25.01 Bonds to be executed ............................................................................................................ 80
Item 25.02 Way to execute the Bonds .................................................................................................... 80
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(a) Bank Deposit ........................................................................................................................... 80
(b) Bank Guarantee ....................................................................................................................... 80
(c) Letter of Credit ........................................................................................................................ 80
Item 25.03 Beneficiary of the Bonds and of the Bid Bond ..................................................................... 80
Item 25.04 Costs of the Execution of the Bonds and Bid Bond ............................................................. 81
Item 25.05 Bid Bond ............................................................................................................................... 81
(a) Term ........................................................................................................................................ 81
(b) Return ...................................................................................................................................... 82
Item 25.06 Financial Close Bond ............................................................................................................ 82
(a) Purpose of the Financial Close Bond ...................................................................................... 82
(b) Effectiveness of the Financial Close Bond ............................................................................. 82
(c) Initial Amount of the Financial Close Bond and its Potential Extensions .............................. 82
(a) Return of the Financial Close Bond ........................................................................................ 83
(b) Reasons for the Enforcement of the Financial Close Bond .................................................... 83
Item 25.07 Civil Work and Integrity Bond ............................................................................................. 84
(a) Purpose of the Civil Work and Integrity Bond ....................................................................... 84
(b) Effectiveness of the Civil Work and Integrity Bond ............................................................... 84
(c) Amount of the Civil Work and Integrity Bond ....................................................................... 84
(d) Renewal of the Civil Work and Integrity Bond ...................................................................... 84
(e) Precautionary Enforcement of the Civil Work and Integrity Bond ........................................ 85
(f) Replacement of the Civil Work and Integrity Bond ............................................................... 85
(g) Reasons for the Enforcement of the Civil Work and Integrity Bond ...................................... 85
(h) Return of the Civil Work and Integrity Bond ......................................................................... 85
Section XXVI. INSPECTION AND SUPERVISION ............................................................................ 86
Item 26.01 Technical Supervisor ............................................................................................................ 86
Item 26.02 Supervision ........................................................................................................................... 86
(a) Powers of the Carriers ............................................................................................................. 86
(b) Supervision Fee ....................................................................................................................... 87
Section XXVII. TAX REGULATIONS .................................................................................................. 87
Section XXVIII. FINES AND PENALTIES ........................................................................................... 88
Section XXIX - PROJECT´S ENVIRONMENTAL MANAGEMENT ............................................... 88
Item 29.01 Obligations ............................................................................................................................ 88
Section XXX. DOMICILES ..................................................................................................................... 89
Item 30.01 Legal Domicile and E-mail Address ..................................................................................... 89
Item 30.02 Changes of Domicile ............................................................................................................ 89
Item 30.03 Notices .................................................................................................................................. 89
Item 30.04 Notice .................................................................................................................................... 89
(a) Tacit Notice ............................................................................................................................. 89
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(b) Personal Notice ....................................................................................................................... 89
Section XXXI. JURISDICTION .............................................................................................................. 89
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REQUEST FOR PROPOSALS
EXTRA-HIGH VOLTAGE TRANSMISSION LINE AT 500 kV RÍO DIAMANTE T.S. –
CHARLONE NEW T.S., TRASFORMER STATIONS AND COMPLEMENTARY CIVIL
WORKS AT 132 kV1
Section I. SUBJECT-MATTER
This REQUEST FOR PROPOSALS sets forth the general and specific terms and conditions
and the technical specifications for the selection procedure of the PPP CONTRACTOR who
shall be responsible for the construction of the CIVIL WORK and the subsequent provision of
the OPERATION AND MAINTENANCE SERVICES. For such purpose, the PPP
CONTRACTOR shall act as PPP INDEPENDENT CARRIER, within the terms set forth in
THE PROCEEDINGS, subject to the ELECTRICITY REGULATORY FRAMEWORK and
to the PPP REGULATORY FRAMEWORK.
The PPP CONTRACTOR shall enter into the corresponding PPP AGREEMENT, included in
this REQUEST FOR PROPOSALS as ANNEX I, with the CONTRACTING ENTITY.
Additionally, the PPP CONTRACTOR shall sign the respective TECHNICAL LICENCES
with the CARRIERS. Such licences shall set forth, for the facilities that are under his
responsibility and/or his supervision, the technical conditions that shall be fulfilled by the PPP
CONTRACTOR acting in his capacity as PPP INDEPENDENT CARRIER, in order to connect
the CIVIL WORK to the High Voltage Transmission System.
This selection procedure shall be made by means of a NATIONAL AND INTERNATIONAL
PUBLIC TENDER, which shall be conducted in accordance with the terms included in this
REQUEST FOR PROPOSALS and in the PPP LAW and its PPP REGULATORY DECREE,
and according to its complementary, regulatory and amending rules.
Item 1.01 Form
This TENDER consists of multiple stages. Therefore, the assessment and comparison of the
BIDDERS´ qualities, the analysis of the business and technical backgrounds, the economic and
1 NON-OFFICIAL VERSION The English version is a non-official translation of the Spanish original prepared for information purposes
only. In case of discrepancies, the Spanish original version shall be considered legally binding.
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financial capacity, the BONDS, the features and inputs intended for the PROJECT, the analysis
of the BIDS’ economic, technical and financial elements, and of any other variable included in
this REQUEST FOR PROPOSALS, shall be performed in two (2) stages.
ENVELOPE N° 1 (Stage 1) shall contain the TECHNICAL BID and ENVELOPE N° 2 (Stage
2) shall contain the ECONOMIC BID.
According to the documentation included in ENVELOPE N°1, BIDDERS shall be qualified;
however, the ECONOMIC BID (ENVELOPE N° 2) shall only be opened if the BIDDERS are
satisfactorily qualified, according to the terms set forth in this REQUEST FOR PROPOSALS.
Item 1.02 Scope of the Civil Work
The scope of the CIVIL WORK is described in ANNEX V, Item V.a) of this REQUEST FOR
PROPOSALS and other TENDER DOCUMENTS.
Item 1.03 Scope of the PPP Contractor´s Obligations
According to the terms set forth in the PPP AGREEMENT, the PPP CONTRACTOR shall
have the obligation to review and understand the available documentation; design the
PROJECT to be built; draft the EXECUTIVE PROJECT; provide the equipment and material;
build the CIVIL WORK; and test, make available and provide the subsequent OPERATION
AND MAINTENANCE SERVICES during the effective term of the Agreement. Additionally,
the PPP CONTRACTOR shall have the obligation to supervise the civil work in a specialized
way; to apply all the necessary professional and technical resources; to provide all the
workforce, equipment, materials, facilities, construction equipment, temporary works and any
other permanent or temporary element required for the execution of the CIVIL WORK, test,
commercial operation and provision of the OPERATION AND MAINTENANCE
SERVICES, including the transmission and other additional and/or complementary provisions,
even if they are not specifically listed. In addition, the PPP CONTRACTOR shall be
responsible for the management, payment and procurement of all the licences, permits and/or
authorizations that may be necessary for the construction of the CIVIL WORK and for the
provision of the OPERATION AND MAINTENANCE SERVICES.
The PPP CONTRACTOR shall have the obligation to design and implement a suitable
OPERATION AND MAINTENANCE SERVICES Plan, which shall be described in his BID.
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However, this shall not prevent the fulfillment of his obligations to maintain and replace all the
materials and equipment. This fact shall not entitle him to any additional fee to the ANNUAL
FEE and/or the corresponding REQUESTED TOTAL AMOUNT.
The PPP CONTRACTOR shall be responsible for the execution of the PROJECT and for the
compliance with the deadlines provided for the CONSTRUCTION TERM and for the
OPERATION AND MAINTENACE SERVICES PROVISION PERIOD. The
COMMERCIAL OPERATION shall be reached on the COMMERCIAL OPERATION
SCHEDULED DATE. The Agreement´s effective period and/or the offered ANNUAL FEE
shall not be altered in any case.
Details on the scope of the obligations undertaken by the PPP CONTRACTOR are set forth in
the CONTRACT DOCUMENTS.
The PPP AGREEMENT shall exclusively refer to the high-voltage electricity transmission,
including signal, voice and data transmission and other communications related to the
Interconnection Operation. The CONTRACTING ENTITY shall be the owner of the optical
fibers that are not used for the stated purposes.
Any other use of the CIVIL WORK´s facilities, such as the transmission of any kind and form
of data, voice, Internet, and/or communications or any other kind of transmission by means of
the OPGW system, or by means of any other non-regulated electrical activity is not included
in the subject-matter of the PPP AGREEEMENT. Therefore, the use of the CIVIL WORK for
the performance of such other activities shall be previously agreed with the CONTRACTING
ENTITY. The latter shall be compensated for using the elements that comprise the CIVIL
WORK.
Item 1.04 Schedule
The TENDER shall stick to the following schedule, which may be modified by means of a
CIRCULAR LETTER issued by the CALLING AUTHORITY.
Estimated
Date and Time
Activity
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May 10th, 2019 at 5:00 PM Closing of the period to submit queries.
May 27th, 2019 at 3:00 PM Deadline for the receipt of BIDS.
Opening of ENVELOPES N° 1 (TECHNICAL BID) for
their assessment and the subsequent qualification of
BIDDERS.
The ECONOMIC BIDS (ENVELOPE N° 2) shall be
introduced into a duly closed envelope, which shall be
signed by the acting Notary Public. Such envelope shall
be kept in custody until the opening date of ENVELOPES
N°2.
The BIDDERS shall be able to inspect the BIDS as of the
following day after the opening of ENVELOPES N° 1.
June 27th, 2019 The CALLING AUTHORITY shall publish the PRE-
QUAQLIFICATION EVALUATION OPINION on the
SSPPP’s website and on the CALLING AUTHORITY’s
website. Additionally, the opening time of ENVELOPES
N° 2 shall be notified.
July 2nd, 2019 at 3:00 PM. Opening of ENVELOPES N° 2 (ECONOMIC BID) of the
PRE-QUALIFIED BIDDERS. All the amounts detailed in
each BID shall be recorded by a Notary Public. Such
record shall be signed by the members of the CALLING
AUTHORITY and by the present BIDDERS who wish to
do it.
July 10th, 2019 The CALLING AUTHORITY shall publish the
ECONOMIC BIDS EVALUATION OPINION on the
SSPPP’s website and on the CALLING AUTHORITY’s
website.
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July 12th, 2019 The CALLING AUTHORITY shall inform the AWARD.
August 14th, 2019 Maximum term for the execution of the PPP
AGREEMENT. It shall be noted that, in order to execute
the PPP AGREEMENT, the SUCCESSFUL BIDDER
shall create and register a Special Purpose Vehicle, which
shall act as PPP CONTRACTOR.
Section II. DEFINITIONS
The following definitions shall be applied whenever the terms of this REQUEST FOR
PROPOSALS are written in capital letters.
CLASS ‘A’ SHARES: It means all the shares representing the fifty-one percent (51 %) of the
PPP CONTRACTOR´s share capital, which shall account for the majority stake and which
shall entitle its holders to make decisions at the board, the meetings and the audit body, and to
assign the necessary amount of directors and auditors in order to ensure the decision-making.
CLASS ‘B’ SHARES: It means the shares representing forty-nine percent (49 %) of the PPP
CONTRACTOR´s share capital.
CONTROLLING SHAREHOLDER: It means the shareholder/s that own the PPP
CONTRACTOR´s CLASS ‘A’ SHARES.
BID RECEIPT AND OPENING RECORD: It means the document where the CALLING
AUTHORITY registers the receipt and opening of the submitted BIDS. Such record shall be
signed by the officials appointed for such purpose, by the present BIDDERS who wish to do it
and by the Notary Public of the National General Notary´s Office under the MINISTRY OF
JUSTICE AND HUMAN RIGHTS, or by the Notary Public appointed by the CALLING
AUTHORITY.
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AWARD: It means the administrative act carried out by the CALLING AUTHORITY by
means of which the TENDER is awarded to the BIDDER whose BID best suits public interest,
in accordance with the terms set forth in this REQUEST FOR PROPOSALS.
SUCCESSFUL BIDDER: It means the BIDDER to whom the TENDER has been awarded.
EXTENSION: It means the CIVIL WORK.
ANNEX: It means each ANNEX of the REQUEST FOR PROPOSALS.
ANNEX XVI: It means ANNEX XVI of THE PROCEEDINGS.
YEAR: It means a twelve (12) month period.
CALENDAR YEAR: It means the period including and between January 1st and December
31st of each year.
CAPITAL SHARE CONTRIBUTIONS: It means, jointly, (i) the cash contributions made
as a payment of shares issued by the PPP CONTRACTOR, and (ii) the irrevocable capital
contributions on account of the future issuance of shares of the PPP CONTRACTOR, whose
funds are effectively allocated to the PROJECT.
COMPETENT ENVIRONMENTAL AUTHORITY: It means the GOVERNMENT
AUTHORITY with competence in environmental issues in each jurisdiction.
CALLING AUTHORITY: It means the GOVERNMENT SECRETARIAT OF ENERGY or
the government department or entity that may replace it in the performance of its duties.
GOVERNMENT AUTHORITY: It means any government or national, provincial or
municipal authority or any authority from the Autonomous City of Buenos Aires, or any of its
respective entities or bodies, which, pursuant to the applicable law, exercises its executive,
legislative or jurisdictional powers, or belongs to any of the aforementioned governments,
authorities or institutions.
CAMMESA: It means the COMPAÑÍA ADMINISTRADORA DEL MERCADO
MAYORISTA ELÉCTRICO SOCIEDAD ANÓNIMA.
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ANNUAL FEE: It means the AWARD adjustable fee, which accounts for an amount equal to
the one twelfth of the REQUIRED TOTAL AMOUNT.
INVESTMENT PAYMENT SECURITIES FEE: It means, in relation with each
INVESTMENT PAYMENT SECURITIES FEE PERIOD, the total amount for which the
investment payment securities corresponding to an INVESTMENT MILESTONE are issued,
which shall be equal to the result from multiplying the INVESTMENT PAYMENT
SECURTIES FEE REQUIRED TOTAL AMOUNT by the INVESTMENT MILESTONE.
RESIDUAL FEE: It means ten percent (10 %) of the REQUIRED TOTAL AMOUNT, which
shall be paid monthly as of the COMMERCIAL OPERATION DATE of the CIVIL WORK
and during the period of provision of the OPERATION AND MAINTENANCE SERVICES.
ACCEPTABLE RATING: It means, (i) in relation with any financial entity authorized to
operate in the Argentine Republic by means of the Banco Central de la República Argentina or
any PERSON created in the Argentine Republic, a credit rating granted by any CREDIT
RATING AGENCY with regard to its non-guaranteed long-term debt, at least rated as ‘AA’
(or an equivalent rating) according to the local scale, and, (ii) in relation with any financial
entity or any PERSON created in a foreign jurisdiction and authorized to operate within its
original jurisdiction by means of the competent regulatory entity of such jurisdiction, a credit
rating granted by any CREDIT RATING AGENCY with regard to its non-guaranteed long-
term debt, at least rated as ‘BBB’; and, (iii) in relation with a PERSON whose long-term debt
has not been rated, and which manages assets for an amount of at least one point five (1.5)
times the REQUIRED TOTAL AMOUNT.
ACCEPTABLE CREDIT RATING FOR SHARE CAPITAL: It means, (i) in relation with
any legal entity created in the Argentine Republic, a credit rating granted by any CREDIT
RATING AGENCY with regard to its non-guaranteed long-term debt, at least rated as ‘AA’
(or an equivalent rating) according to the local scale, and, (ii) in relation with any legal entity
created in a foreign jurisdiction, a credit rating granted by any CREDIT RATING AGENCY
with regard to its non-guaranteed long-term debt, at least rated as ‘BBB’; and, (iii) in relation
with any PERSON, which is resident or has been created in the Argentine Republic or abroad,
as appropriate, whose long-term debt has not been rated, and which manages or has assets for
an amount of at least one point five (1.5) times the REQUIRED TOTAL AMOUNT.
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CREDIT RATING AGENCY: It means, (i) in relation with the credit rating of the long-term
debt from any financial entity authorized to operate in the Argentine Republic by the Banco
Central de la República Argentina or any PERSON created in the Argentine Republic, a credit
rating agency recorded in the National Securities Commission; and, (II) in relation with the
credit rating of the long-term debt from any financial entity created in a foreign jurisdiction
and authorized to operate within its origin jurisdiction by the competent regulatory entity of
this jurisdiction: (a) Fitch Ratings Ltd., (b) Moody’s Investor Services Inc., or (c) S&P Global
Ratings, a department of The McGraw Hill Corporation.
FINANCIAL CLOSE: It means, (a) In the event that the PPP CONTRACTOR finances the
fulfillment of his obligations derived from the PPP AGREEMENT with DEBT SECURITIES
FOR THE FINANCIAL CLOSE, (A) the signing of the agreements and other documents
(including, as appropriate, the documents of the addition of capital contributions) by one or
more shareholders of the PPP CONTRACTOR that, in each case, comply with the
ACCEPTABLE CREDIT RATING FOR SHARE CAPITAL and, by means of which, to the
CONTRACTING ENTITY´s satisfaction, it is proved the commitment to make CAPITAL
CONTRIBUTIONS for, at least, an amount equal to zero point one percent (0.1 %) of the
INVESTMENT PAYMENT SECURITIES FEE REQUIRED TOTAL AMOUNT; and (B) the
signing of FINANCING DOCUMENTS by means of which, and to the CONTRACTING
ENTITY´s satisfaction, it is proved that the net income derived from the DEBT SECURITIES
FOR THE FINANCIAL CLOSE obtained by means of the PPP CONTRACTOR and/or by
means of a FINANCING SCHEME accounts for an amount of at least fifty point one percent
(50.1 %) of the INVESTMENT PAYMENT SECURTIES FEE REQUIRED TOTAL
AMOUNT, including the commitment of CAPITAL CONTRIBUTIONS mentioned in item
(A), or (ii) in the event that the PPP CONTRACTOR exclusively finances the commitment of
his obligations derived from the PPP AGREEMENT with CAPITAL CONTRIBUTIONS, the
signing of the agreements by means of which one or more than one direct or indirect
shareholders of the PPP CONTRACTOR or PERSONS RELATED to the PPP
CONTRACTOR which, in each case, comply with the ACCEPTABLE CREDIT RATING
FOR SHARE CAPITAL, prove, to the CONTRACTING ENTITY´s satisfaction, a
commitment to make CAPITAL CONTRIBUTIONS for, at least, an amount of fifty point one
percent (50.1 %) of the INVESTMENT PAYMENT SECURTIES FEE REQUIRED TOTAL
AMOUNT.
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CIRCULAR LETTER: It means, indistinctly or jointly, a CLARIFYING CIRCULAR
LETTER or an AMENDING CIRCULAR LETTER. Every CIRCULAR LETTER shall be
included in the REQUEST FOR PROPOSALS.
CLARIFYING CIRCULAR LETTER: It means any written communication clarifying the
REQUEST FOR PROPOSALS issued upon the CALLING AUTHORITY´s decision or for the
purpose of answering queries made by the INTERESTED PARTIES.
AMENDING CIRCULAR LETTER: It means any written communication modifying the
REQUEST FOR PROPOSALS, issued upon the CALLING AUTHORITY´s decision or for
the purpose of answering queries made by the INTERESTED PARTIES.
EVALUATING COMMITTEE: It means the Evaluating Committee referred to in Items 23
to 27 of Section 12 of the PPP REGULATORY DECREE. Such Committee has been created
for the CALL FOR TENDERS for the purpose of assessing the BIDS, in accordance with the
terms provided in the REQUEST FOR PROPOSALS. Its opinions shall be related to the
fulfillment of the requirements of the REQUEST FOR PROPOSALS, the eligibility of the
BIDS and its assessment, in accordance with the criteria set forth in the REQUEST FOR
PROPOSALS. In addition, they may include relevant recommendations, as appropriate. Such
opinions shall not be binding in any way.
LOCAL CONTENT: It means, regarding goods, all local goods according to Section 5° of
Law N° 27,437, and, with regard to services, it refers to those services provided by LOCAL
COMPANIES.
PPP CONTRACTOR: It means the corporation whose exclusive purpose is the execution of the
PROJECT. It shall be created by the SUCCESSFUL BIDDER pursuant to the APPLICABLE LAW
and the provisions set forth in the REQUEST FOR PROPOSALS. Such SUCCESSFUL BIDDER
shall act as counterpart of the CONTRACTING ENTITY in the PPP AGREEMENT and it shall
take the role of PPP INDEPENDENT CARRIER under the terms of the EXISTING CAPACITY
ACCESS AND EXTENSION OF THE ELECTRICITY TRANSMISSION SYSTEM
REGULATION. Additionally, the PPP CONTRACTOR shall observe the obligations provided in
the REQUEST FOR PROPOSALS and in the TECHNICAL LICENCES that the corresponding
CARRIERS may grant to him.
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CONSTRUCTION AGREEMENT: It means each one of the agreements related to the
construction of the CIVIL WORK, or any part of it, to be entered into by the PPP
CONTRACTOR and a CONSTRUCTION COMPANY.
OPERATION AND MAINTENANCE AGREEMENT: It means each agreement for the
effective provision of the OPERATION AND MAINTENANCE SERVICES, or any part of such
services, to be entered into by the PPP CONTRACTOR and an OPERATING COMPANY.
PPP AGREEMENT: It means the Public-Private Partnership Agreement subject to the regulations
of the PPP LAW and its PPP REGULATORY DECREE and to the ELETRICITY REGULATORY
FRAMEWORK, to be entered into by the CONTRACTING ENTITY and the PPP
CONTRACTOR in relation to the PROJECT, which template is included in this REQUEST FOR
PROPOSALS as ANNEX I.
ENVIRONMENTAL IMPACT STATEMENT: It means a resolution issued by the
COMPETENT ENVIRONMENTAL AUTHORITY that approves the environmental viability
of the CIVILWORK.
PPP REGULATORY DECREE: It means the Regulatory Decree N° 118/2017 of the PPP
LAW, as amended by Decree N° 936/2017; and any other future amendments and
complementary rules.
DAY: It means any day, including Saturday, Sunday and regional public holidays.
BUSINESS DAY: It means any day, except for (i) Saturday and Sunday, (ii) public
HOLIDAYS in the Argentine Republic, (iii) DAYS in which the financial entities in the
Autonomous City of Buenos Aires are not compelled to serve the public by virtue of the
decision of a GOVERNMENT AUTHORITY, and (iv) any day that is not an administrative
business day according to the provisions set forth in SECTION 1° subsection d) of the
Administrative Proceeding Law N° 19,549.
ECONOMIC BIDS EVALUATION OPINION: It means a non-binding opinion issued by
the EVALUATING COMMITTEE, by means of which all the ECONOMIC BIDS are
analysed. Such opinion advises on which are the most suitable bids for the public interest, in
accordance with the provisions set forth in this REQUEST FOR PROPOSALS.
17
PRE-QUALIFICATION EVALUATION OPINION: It means a non-binding opinion issued
by the EVALUATING COMMITTEE concerning the compliance with the requirements of the
REQUEST FOR PROPOSALS, the eligibility of BIDS and their assessment, in accordance
with the criteria set forth in the REQUEST FOR PROPOSALS. Such opinion shall provide a
recommendation on PRE-QUALIFIED BIDDERS.
CONTRACT DOCUMENTS: It means, jointly (i) the PPP AGREEMENT and its
ANNEXES, (ii) The BID, (iii) the remaining TENDER DOCUMENTS; (iv) the PPP TRUST
AGRREMENT AND REGULATORY FRAMEWORK, (v) the PPP INDIVIDUAL TRUST
AGREEMENT FOR ELECTRICITY TRANSMISSION and the PPP INDIVIDUAL TRUST
ADHESION AGREEMENT FOR ELECTRICITY TRANSMISSION, (vi) the MUTUAL
GUARANTEE AGREEMENT, as appropriate, and (vii) the appropriate amendments to the
aforementioned documents.
TENDER DOCUMENTS: It means, jointly, (i) the REQUEST FOR PROPOSALS and its
ANNEXES, (ii) the CLARIFYING and AMENDING CIRCULAR LETTERS, and (iii) the
remaining documents of the call for TENDERS.
FINANCING DOCUMENTS: It means, jointly, the agreements (as well as any amendment,
extension, renewal or replacement of such agreements and all the documents signed by virtue
of such agreements, including the documents related to the eventual fulfillment of the
PRELIMINARY CONDITIONS FOR THE FINANCIAL CLOSE) entered into by the PPP
CONTRACTOR and/or a FINANCING SCHEME with one or more than one FINANCING
ENTITIES for the granting of DEBT SECURITIES FOR THE PROJECT, including the bond
agreements and the corresponding credit support agreements.
DOLLARS: It means the effective legal tender of the United States of America.
LEGAL DOMICILE: It means the domicile that each BIDDER shall establish in the
Autonomous City of Buenos Aires.
E-MAIL ADDRESS: It means the e-mail address informed by each BIDDER. All notices
concerning the REQUEST FOR PROPOSALS sent to such e-mail address shall be deemed
valid.
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LOCAL COMPANY: It means any legal entity that: (i) is registered in the Argentine
Republic to the corresponding Commercial Public Registry; (ii) effectively performs business
activities in the Argentine Republic, which means that it has made investments in capital
goods within the country for an amount greater than ten million PESOS ($ 10,000,000)
during, at least, the last two (2) years before the call for TENDERS; and (iii) whose
administration body is mostly comprised of individuals that are domiciled at the Argentine
Republic.
CONSTRUCTION COMPANY: It means the legal entity responsible for the execution of
the CIVIL WORK, or any part of it, in accordance with the provisions set forth in the
CONTRACT DOCUMENTS, acting in its capacity as contractor of the PPP CONTRACTOR,
pursuant to SECTION 9°, item 2 of the PPP REGULATORY DECREE.
OPERATING COMPANY: It means the legal entity or legal entities responsible for the
provision of the OPERATION AND MAINTENANCE SERVICES, or any part of such
services, acting in its capacity as main operator of the PPP CONTRACTOR, pursuant to
SECTION 9°, item 2 of the PPP REGULATORY DECREE.
DEBT SECURITIES FOR THE PROJECT: It means the total debt incurred by virtue of
financing or credit operations, issuance of negotiable bonds or any other kind of negotiable debt
securities, cash loans or financial derivatives incurred or taken out by the PPP CONTRACTOR
or by any FINANCING SCHEME from any FINANCING ENTITY in any form. Such payments,
debt issuances, derivatives or funds shall be effectively allocated to the PROJECT, according to
the terms provided in SECTION 10 of the PPP LAW and in the REGULATORY DECREE, and
shall be adjusted according to the suitable and existing market conditions. Debt assumed for
financing or credit operations, issuance of negotiable debt securities, cash loans or financial
derivatives incurred or taken out by the PPP CONTRACTOR in any form, and which payments
or derivatives are used to finance the PPP CONTRACTOR´S ASSETS shall not be considered
DEBT SECURITIES FOR THE PROJECT.
ENRE: It means the NATIONAL ELECTRICITY REGUALTORY ENTITY, created by
virtue of Law N° 24,065.
CONTRACTING ENTITY: It means INTEGRACIÓN ENERGÉTICA ARGENTINA S.A.
(‘IEASA’).
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FINANCING ENTITY: It means any PERSON that issues DEBT SECURITIES FOR THE
FINANCIAL CLOSE and/or DEBT SECURITIES FOR THE PROJECT, as appropriate, to
the PPP CONTRACTOR and/or a FINANANCING SCHEME under the FINANCING
DOCUMENTS. Such PERSON shall act on his own behalf or by means of agents, trustees
or representatives, including but not limited to the following:
a) any multilateral credit agency in which the Argentine Republic takes part, and any fund or assets
managed by a multilateral credit agency in which the Argentine Republic takes part;
b) any bilateral credit agency or export credit agency of any country sharing diplomatic relations with
the Argentine Republic, and any fund or assets managed by a bilateral credit agency or export credit
agency of any country sharing diplomatic relations with the Argentine Republic;
c) any GOVERNMENT AUTHORITY;
d) any financial entity authorized by the competent GOVERNMENT AUTHORITY to operate in the
Argentine Republic, or by the competent regulatory entity to operate within its jurisdiction, and the
Banco de la Nación Argentina, Banco de la Provincia de Buenos Aires, and Banco Ciudad de Buenos
Aires.
e) any insurance company, debt fund, retirement or pension funds, common investment fund,
investment fund or other institutional investor;
f) any PERSON that acquires any marketable security issued by (i) the PPP CONTRACTOR
and/or (ii) a FINANCING SCHEME; and
g) any PERSON that acquires, in any way, any debt security or other kind of negotiable
bonds, including INVESTMENTS PAYMENT SECURITIES issued by the PPP
INDIVIDUAL TRUST FOR ELECTRICITY TRANSMISSION.
Under no circumstance shall the PPP CONTRACTOR that is holder or beneficiary of any
INVESTMENT PAYMENT SECURITIES, or any PPP CONTRACTOR´s shareholder be deemed a
FINANCING ENTITY.
EXECUTIVE ENVIRONMENTAL IMPACT STUDY or (EIA-E): It means the document
in which the PPP CONTRACTOR includes the environmental impact study already carried
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out, with the specifications, adjustments, amendments or clarifications that may arise out of
the detailed engineering performed during the executive stage.
EXECUTION DATE: It means the BUSINESS DAY when the PPP AGREEMENT is signed
between the CONTRACTING ENTITY and the PPP CONTRACTOR.
FINANCIAL CLOSE SCHEDULED DATE: It means the six (6) month period as of the
EXECUTION DATE, which may be extended by the PPP CONTRACTOR by means of a prior
written notice by authentic means sent to the CONTRACTING ENTITY at least thirty (30)
DAYS in advance before the term expiration occurs, (i) until the date when a nine month (9)
period as of the EXECUTION DATE occurs by means of an increase in the amount of the
FINANCIAL CLOSE BOND, according to the provisions set forth in Item 25.06 (c), and (ii)
until the date when a twelve month (12) period as of the EXECUTION DATE occurs by means
of an increase in the amount of the FINANCIAL CLOSE BOND, pursuant to the provisions
set forth in Item 25.06 (c). In the event that the FINANCIAL CLOSE does not occur within
the terms set forth in the previous paragraph, and only in the case that a credit has been
requested, in which case the gap (“∆X”), according to the provisions set forth in SUB-ANNEX
I-8 of this REQUEST FOR PROPOSALS, is greater than three hundred and eighty-five (385)
basic points, during the term set between the dates indicated in items (i) and (ii) of the previous
paragraph, the term for the FINANCIAL CLOSE may be extended for a maximum term of
three (3) additional MONTHS to the twelve (12) months as of the EXECUTION DATE.
COMMERCIAL OPERATION SCHEDULED DATE: It means the expiration date of the
thirty-six (36) MONTH term set forth for the execution of the CIVIL WORK counted as of the
EXECUTION DATE.
FINANCIAL CLOSE BOND: It means the guarantee to be executed by the PPP
CONTRACTOR pursuant to Item 25.06 of this REQUEST FOR PROPOSALS.
BID BOND: It means the guarantee to be executed by the PPP CONTRACTOR pursuant to
Item 25.05 of this REQUEST FOR PROPOSALS.
CIVIL WORK AND INTEGRITY BOND: It means the guarantee to be executed by the
PPP CONTRACTOR for the CIVIL WORK and the INTEGRITY FRAMEWORK, pursuant
to Item 25.07 of this REQUEST FOR PROPOSALS.
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BONDS: It means, jointly, (i) the FINANCIAL CLOSE BOND, and (ii) the CIVIL WORK
AND INTEGRITY BOND.
COMMERCIAL OPERATION: It means the act defined in the TECHNICAL LICENCES by
means of which the CARRIERS, having authorized the energy load, consider that the final tests for
the operation of the CIVIL WORK have been successfully passed.
INVESTMENT MILESTONE: It means, with regard to each INVESTMENT PAYMENT
SECURITIES FEE PERIOD, the milestone that accounts for the percentage of progress of the
civil work pursuant to the CIVIL WORK PLAN.
TECHNICAL SUPERVISOR: It means the PERSON to be appointed by the
CONTRACTING ENTITY to supervise the execution of the CIVIL WORK until its full
execution, among other tasks, and which acts on behalf of such CONTRACTING ENTITY.
INTERESTED PARTY: It means any PERSON that has downloaded or withdrawn a copy of
the REQUEST FOR PROPOSALS.
APPLICABLE LAW: It means the National Constitution, all international treaties ratified by
the Argentine Republic, executive agreements, laws, decrees, administrative orders,
resolutions, judgments and court orders, regulations, administrative acts, and any other rules or
decisions of any kind issued and which are in force at the relevant time.
LAW ON ‘COMPRE ARGENTINO’ (LAW ON THE PURCHASE OF ARGENTINE
GOODS): It means Law N° 27,437, its amending or complementary rules when applicable to
this PROJECT regarding all issues that do not contradict the PPP LAW.
PPP LAW: It means Law N° 27,328, as it may be amended or complemented in the future.
TECHNICAL LICENCES: It means the document by virtue of which each of the
CARRIERS sets forth, for the facilities under their responsibility and/or supervision, the
technical conditions that the PPP CONTRACTOR shall fulfill, in his capacity as PPP
INDEPENDENT CARRIER, to connect the CIVIL WORK to the High Voltage Electricity
Transmission System, and to operate and maintain it during the EFFECTIVE TERM OF THE
AGREEMENT.
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THE PROCEEDINGS: It means The Proceedings for the Planning of the Operation, the
Dispatch of Loads and the Estimation of Prices, approved by means of the Resolution of the
former SECRETARIAT OF ELECTRICITY N° 61 passed on April 29th, 1992 and its
amendments and complementary rules.
INTEGRITY FRAMEWORK: It means the policies, proceedings and regular supervision
activities designed for the promotion and compliance with the anti-corruption laws and laws
on the prevention of money laundering and financing of terrorism, which are part of the PPP
AGREEMENT as SUB-ANNEX I-12.
PPP REGULATORY FRAMEWORK: It means, jointly, (i) the PPP LAW, (ii) the PPP
REGULATORY DECREE, (iii) Law N° 27,431 and its Regulatory Decree N° 153/2018, (iv) the
2019 Budget Law; (v) the PPP AGREEMENT, (vi) the PPP TRUST AGRREMENT AND
REGULATORY FRAMEWORK, LAW N° 27,431; (vii) the PPP INDIVIDUAL TRUST
AGREEMENT FOR ELECTRICITY TRANSMISSION; (viii) the PPP INDIVIDUAL TRUST
ADHESION AGREEMENT FOR ELECTRICITY TRANSMISSION; and (ix) Order SSPPP
N° 1/2017.
ELECTRICITY REGULATORY FRAMEWORK: It means the electricity regulatory
framework that comprises Law N° 15,336 and Law N° 24,065 and its Regulation passed by
Decree N° 1,398 on August 6th, 1992.
MONTH: It means a thirty-DAY (30) period.
CALENDAR MONTH: It means, according to the context, any of the months of the
CALENDAR YEAR.
MEM: It means the Wholesale Electric Market.
MICRO-, SMALL- AND MEDIUM- SIZED ENTERPRISES (MSMEs): It has the meaning
that, pursuant to SECTION 1° of Law N° 25,300, the Enforcement Authority of such law may
determine.
REQUIRED TOTAL AMOUNT: It means the total compensation for the PROJECT owed to the
PPP CONTRACTOR, which shall be paid by means of the INVESTMENT PAYMENT
SECURITIES FEES and the RESIDUAL FEE, according to the provisions of the PPP
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AGREEMENT. Such compensation shall consider all the taxes set forth by national, provincial and
municipal laws.
INVESTEMENT PAYMENT SECURITIES FEE REQUIRED TOTAL AMOUNT: It
means the amount equivalent to ninety percent (90 %) of the REQUIRED TOTAL
AMOUNT.
CIVIL WORK: It means the ‘Extra-High Voltage Line 500 kV Río Diamante T.S. – New T.S.
Charlone, Transformer Stations and Complementary Civil Works at 132 kV’, which comprises
the electricity interconnection at 500 kV Río Diamante T.S. –. Charlone T.S. and
complementary civil works, as it is described in the TENDER DOCUMENTS.
BIDDER: It means any legal entity that submits a BID within the framework of the TENDER,
according to the criteria set forth in the provisions of this REQUEST FOR PROPOSALS.
PRE-QUALIFIED BIDDER: It means the BIDDER that meets the qualities and the legal,
technical, economic, and financial requirements in this REQUEST FOR PROPOSALS, and
which has been approved by the EVALUATING COMMITEE in its PRE-QUALIFICATION
EVALUATION OPINION.
BID: It means the TECHNICAL BID enclosed in ENVELOPE N° 1 and the ECONOMIC BID
enclosed in ENVELOPE N° 2 that the BIDDER shall submit on the bid’s submission date.
TECHNICAL BID: It means all the technical documents submitted by the BIDDER and enclosed
in ENVELOPE N° 1, pursuant to the provisions set forth in the TENDER DOCUMENTS.
ECONOMIC BID: It means all the economic documents submitted by the BIDDER and
enclosed in ENVELOPE N° 2, pursuant to the provisions set forth in the TENDER
DOCUMENTS.
AWARDED BID: It means the BID submitted by the BIDDER and to which the AWARD
was granted.
CONSTRUCTION QUALITY STANDARDS: It means the standards described in
ANNEXES V, VI, VII, VIII, IX of the REQUEST FOR PROPOSALS.
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INVESTMENT PAYMENT SECURITIES FEE PERIOD: It means each consecutive
period of three (3) MONTHS as of the execution date of the PPP AGREEMENT. In the event
that the execution date is other than the first day of a CALENDAR MONTH, the first and the
last INVESTMENT PAYMENT SECURITIES FEE PERIOD shall be irregular: (i) the first
INVESTMENT PAYMENT SECURITIES FEE PERIOD shall comprise the remaining days
of the CALENDAR MONTH in which the PPP AGREEMENT is signed plus the three
subsequent CALENDAR MONTHS; and (ii) the last INVESTMENT PAYMENT
SECURITIES FEE PERIOD shall not comprise the additional days included in the first
INVESTMENT PAYMENT SECURITIES FEE PERIOD.
CONSTRUCTION PERIOD: It means the timeframe starting on the EXECUTION DATE
and ending on the COMMERCIAL OPERATION DATE.
OPERATION AND MAINTENANCE SERVICES PROVISION PERIOD: It means the
period starting on the COMMERCIAL OPERATION DATE and ending on the last day of the
effective term of the agreement. The OPERATION AND MAINTENANCE SERVICES
PROVISION PERIOD shall have the meaning assigned to the ‘Amortization Period’ in THE
PROCEEDINGS.
PERSON: It means any human being or legal entity under the terms of the Civil and
Commercial Code of the Argentine Republic.
CIVIL WORK ENVIRONMENTAL MANAGEMENT PLAN or (PGA-O): It means the
document in which the PPP CONTRACTOR describes the environmental and social
management that he commits to performing during the CIVIL WORK, according to the
provisions set forth in ANNEX V – Item V.d) ‘Environmental and Social Specifications’.
CIVIL WORK PLAN: It means the plan for the execution of the CIVIL WORK, which shall
be submitted by the PPP CONTRACTOR and approved by the CONTRACTING ENTITY,
according to the provisions set forth in the TENDER DOCUMENTS.
REQUEST FOR PROPOSALS OR RFP: It means this document and its ANNEXES.
PROJECT: It means the execution of the CIVIL WORK and the provision of the
OPERATION AND MAINTENANCE SERVICES.
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ALTERNATIVE PROJECT: It means any alternative proposal to the REFERENCE
PROJECT submitted by the BIDDER. In this case, such alternative proposals shall be
submitted together with, apart from the electrical studies, the full preliminary project and the
adjustment of the environmental impact assessment. If an ALTERNATIVE PROJECT is
awarded, the PPP CONTRACTOR shall submit the electrical studies corresponding to the
Technical Proceeding N° 1 for the submitted alternative, which shall be approved by
CAMMESA.
EXECUTIVE PROJECT: It means the documents regarding the CIVIL WORK to be drafted
by the PPP CONTRACTOR based on the REFERENCE PROJECT or the ALTERNATIVE
PROJECT, in the event that the PPP CONTRACTOR has already submitted it.
REFERENCE PROJECT: It means the design, the construction, the extension, the
maintenance, the operation and the commercial management of the Electricity Transmission
Lines and Transformer Stations set forth in the REQUEST FOR PROPOSALS, in order to
provide the public electricity transmission service. The REFERENCE PROJECT’s
specifications shall meet the CALLING AUTHORITY requirements under the general
guidelines and minimum technical conditions to which the BIDDER and the potential PPP
CONTRACTOR shall compulsory adjust the Detailed Engineering for the development of its
EXECUTIVE PROJECT. In ANNEXES V, VI, VII, VIII, IX and X of the RFP the following
are attached: (i) the technical specifications of the Transformer Stations civil works; (ii) the
technical specifications of the High Voltage Transmission Lines civil works; (iii) the electrical
studies corresponding to the Technical Proceeding N° 1 of CAMMESA, and (iv) the
environmental impact studies.
REGULATION ON QUALITY SERVICE AND PENALTIES OF THE HIGH
VOLTAGE ELECTRICITY TRANSMISSION SYSTEM: It means the regulation on
quality service and penalties of the extra-high voltage transmission system and of regional
distribution electricity transmission that arises out of ANNEX XVI of THE PROCEEDINGS,
which regulates the Electricity Transmission System.
REPRESENTATIVE: It means one or more individuals jointly or individually appointed by
the BIDDER with the powers (according to the terms of the power of attorney that proves such
powers) to consider, solve and execute issues related to the BID and/or the TENDER in general.
26
He shall represent and bind the BIDDER, the SUCCESSFUL BIDDER or the PPP
CONTRACTOR, as appropriate. The REPRESENTATIVE shall be present in the
Autonomous City of Buenos Aires during the entire TENDER, and shall be available when the
CALLING AUTHORITY so requires.
OPERATION AND MAINTENANCE SERVICES: It means (i) the group of services whose
aim is the operation of the CIVIL WORK in order to guarantee the electricity transmission and
(ii) the group of services whose aim is to keep and/or recover the structural and functional
conditions and keep the infrastructure of the CIVIL WORK in good conditions.
ELECTRICAL TRANSMISSION LINE EASEMENT: It means the deed including the
restrictions to the title pursuant to Law N° 19,552 and its amendments.
ENVELOPE N° 1: It means the envelope that contains the TECHNICAL BID.
ENVELOPE N° 2: It means the envelope that contains the ECONOMIC BID.
PPP UNDERSECRETARIAT or SSPPP: It means the UNDERSECRETARIAT OF
PUBLIC AND PRIVATE PARTNERSHIP under the SECRETARIAT OF BUGDET
EVALUATION, PUBLIC INVESTMENT AND PUBLIC AND PRIVATE PARTNERSHIP
under the CHIEF OF STAFF OFFICE, or the one that may replace it in the future.
CARRIERS: It means the High Voltage Electricity Transmission Company, Transener
Sociedad Anónima, as regards the extra-high voltage transmission line at 500 kV; and the
Regional Distribution Electricity Transmission Company of the Province of Buenos Aires,
Transba Sociedad Anónima, as regards the high voltage transmission lines at 132 kV.
PPP INDEPENDENT CARRIER: It means the capacity of the PPP CONTRACTOR,
according to the provisions set forth in the amending resolution of THE PROCEEDINGS.
FINANCING SCHEME: It means any trust, mutual investment fund, investment fund,
partnership, individual or any other scheme created by, or as a request of the PPP CONTRACTOR,
to the benefit of one or more FINANCING ENTITIES.
Section III. APPLICABLE RULES
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Item 3.01 Applicable Rules
The specific rules of the APPLICABLE LAW that regulate the RFP are the ones included in
the PPP REGULATORY FRAMEWORK, in the ELECTRICITY REGULATORY
FRAMEWORK and any other rules that may be applied for the purpose of this RFP, including,
in particular: (i) THE PROCEEDINGS, (ii) the ENRE Resolution which approves the
expansion of the transmission capacity within the Transmission Referential Plan and which
grants the Certificate of Public Convenience and Necessity for the Expansion of the
Transmission Capacity; (iii) the Joint Resolution N° 589/2015 and N° 56/2015 passed by the
ENRE and the NATIONAL LAND VALUATION COURT, and (iv) Law N° 19,552 and its
amendments, and Law N° 27,437 and its regulatory decrees.
The provincial and/or municipal laws shall be applicable to the extent that they do not
contradict the PPP REGULATORY FRAMEWORK and/or the ELECTRICITY
REGULATORY FRAMEWORK, or the national rules that specifically regulate the subject-
matter of this RFP.
Item 3.02 Interpretation
For the purpose of the interpretation of the RFP, the following provisions shall be applied:
a. Any reference made to ‘items, ‘sections’, ‘paragraphs’, ‘appendixes’ or ‘ANNEXES’
shall be understood as items, sections, paragraphs, appendixes and ANNEXES of the
RFP, unless otherwise expressly provided.
b. The titles or headings of the items, sections, paragraphs, appendixes or ANNEXES of
the RFP have the only purpose to serve as a guide to read this RFP. It shall be considered
that such titles or headings do not alter the content of such items, sections, paragraphs,
appendixes or ANNEXES.
c. Unless otherwise expressly provided, any reference made in this RFP to a specific
GOVERNMENT AUTHORITY shall be understood as it is made to such
GOVERNMENT AUTHORITY or to (i) any other GOVERNMENT AUTHORITY
that succeeds or replaces it in the future in accordance with the APPLICABLE LAW,
or (ii) any other GOVERNMENT AUTHORITY to whom such Government Authority
28
appoints in order to perform its duties or carry out the corresponding actions referred to in this
RFP or in the ELECTRICITY REGULATORY FRAMEWORK.
d. Unless otherwise expressly provided, any reference made in this RFP to a specific
PERSON (other than a GOVERNMENT AUTHORITY) shall be understood as it is
made to such PERSON or to any other PERSON that is a successor or assignee of such
PERSON.
e. Unless otherwise expressly provided, every reference made to any rule of the
APPLICABLE LAW shall be understood as it also comprises every amending or
complementary rule of such APPLICABLE LAW that may replace it in the future.
f. Every word in this RFP written in capital letters shall be understood as they equally
refer to their singular or plural form.
g. The expressions ‘this request for proposals’, ‘in this request for proposals’, ‘by virtue
of this request for proposals’ and other expression with similar connotation used in the
RFP shall be understood as they refer to the RFP as an integral document, and not to a
particular provision of such document.
h. Whenever the term ‘including’ is used in the RFP, it means including without
limitation.
i. All the terms in the RFP to be calculated as of the date of a notice or the publishing of
an act shall be counted as of the first BUSINESS DAY immediately following the date
of notice or publishing of an act, unless otherwise expressly provided. As regards the
expiration of such terms, they shall expire on the last day of the term if it were a
BUSINESS DAY, and, if it were not a BUSINESS DAY, they shall expire the first
BUSINESS DAY immediately following the last day of the term.
j. The dates of the different TENDER acts to be acknowledged by the INTERESTED
PARTIES and/or the BIDDERS, shall be the ones that are set forth in the RFP or the
ones that are informed by means of CIRCULAR LETTERS during the TENDER,
whenever it is set forth in the RFP. The CALLING AUTHORITY, to its sole discretion,
shall be able to change the TENDER dates at any time, as long as such changes are
29
informed to the INTERESTED PARTIES and/or the BIDDERS by means of a
CIRCULAR LETTER at least three (3) BUSINESS DAYS in advance.
k. The term ‘may’ and other terms with a similar connotation used in the RFP with regard
to any action or omission by any PERSON shall be understood as such action or
omission is optional for such PERSON.
l. The TENDER DOCUMENTS shall be considered as a guide for the BIDDER on the
kind of the CIVIL WORK and the goods and services that shall be provided. This fact
shall not release the BIDDER from his obligation to deliver the facilities built in a way
that they reliably meet the purpose for which such facilities have been built.
Additionally, the scope set forth in this RFP shall be considered. In the event that any
necessary issue for the finishing of the CIVIL WORK were omitted when describing
the services to be provided by the PPP CONTRACTOR and the works that he is
responsible for, and which are described in this document, such CIVIL WORK shall be
completed according to the good practice rules to start its operation reliably and
according to the purposes for which it has been built.
m. The BIDDER shall be considered as a trader or intermediary agent and as a technician
with experience in the facilities that he proposes to build. Therefore, he shall have the
technical responsibility for the PROJECT, which means that he shall have to explicitly
indicate in the BID any detail that he considers may affect the perfect and reliable
operation of the facilities and components he proposes.
n. By submitting his BID, the BIDDER accepts the conditions provided in the TENDER
DOCUMENTS.
o. By submitting the BID, it shall be assumed that the BIDDER has been aware of the
existing conditions and features of the area where the CIVIL WORK will be built and
for the writing of the PPP AGREEEMENT, taking into consideration the scope
described in the RFP. Therefore, claims based on lack of awareness, lack of
information, lack of available data or misunderstanding shall not be accepted.
p. The PPP CONTRACTOR shall interpret the REFERENCE PROJECT as a reference
guide for the drafting of the EXECUTIVE PROJECT. However, it shall not entitle the
30
PPP CONTRACTOR to make any claims before the CALLING AUTHORITY and/or
the CONTRACTING ENTITY.
Section IV. TENDER DOCUMENTS
Item 4.01 Inspection and Withdrawal of the RFP
The RFP shall be consulted and downloaded from (i) the CALLING AUTHORITY´s website;
and (ii) the SSPPP´s website.
When withdrawing or downloading the REQUEST FOR PROPOSALS, the INTERESTED
PARTIES shall be required to provide their name or business name and the domicile and e-
mail address where all relevant communications shall be sent and considered valid until the
BIDS’ opening date.
Additionally, any interested PERSON shall be able to visit the CALLING AUTHORITY´s
domicile in order to inspect and/or withdraw the REQUEST FOR PROPOSALS. The cost of
the document reproduction shall be borne by the INTERESTED PARTY and the amount paid
shall not be reimbursed under no circumstances.
The withdrawal or downloading of the REQUEST FOR PROPOSALS from the websites
mentioned in the first paragraph of this Item shall not be required for the submission or the
eligibility of BIDS, nor to enter into an agreement. However, those who have not withdrawn
or downloaded it shall not claim lack of knowledge of the files recorded until the BIDS´
opening BUSINESS DAY. They shall be exclusively responsible for carrying out the necessary
actions to acknowledge such files.
Item 4.02 Queries on the RFP
Queries on the REQUEST FOR PROPOSALS shall be made through the CALLING
AUTHORITY´s website.
When submitting a query on the REQUEST FOR PROPOSALS, the INTERESTED PARTIES
shall be required to provide their name or business name, domicile and e-mail address where
all relevant communications shall be sent and considered valid.
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Queries shall be made at most fifteen (15) BUSINESS DAYS before the BIDS’ opening
scheduled day.
The CALLING AUTHORITY shall not be compelled to answer every submitted query, and it
shall be able to answer, to its sole discretion, those queries that it considers more relevant or
publish amending or clarifying notes related to the TENDER DOCUMENTS. The lack of
response by the CALLING AUTHORITY to any query made by an INTERESTED PARTY
shall not, in any case, be understood as a ratification and/or confirmation of the interpretation,
proposal or suggestion made by such INTERESTED PARTY.
Item 4.03 Due Diligence
The BIDS shall be based on the own assessment and analysis of the BIDDER.
The BIDDERS shall be responsible for visiting and inspecting the sites where the PROJECT
will be developed. They shall make all the necessary assessments and estimations for the
submission of their BID based on a comprehensive analysis of the PROJECT´s features,
including the studies, designs, evaluations and verifications.
Additionally, the analysis to be performed by the BIDDERS shall also include, among other issues,
the review of all the features and information related to the PPP AGREEMENT as well as the sites
where the PROJECT will be developed, including the transport conditions to the work place; the
procurement, management and storage of materials; transportation, management and allocation of
surplus materials; availability of materials and workforce for the fulfillment of the obligations set
forth in the PPP AGREEEMENT; environmental aspects; presence of local communities protected
by law, among other issues.
In addition, for the purpose of the BID, the BIDDERS shall verify the climate conditions, the
rainfall patterns, the topographic and geological features, the characteristics of the equipment
required for the fulfillment of the obligations set forth in the PPP AGREEMENT, the
characteristics of the accesses to the PROJECT, taking into consideration the volume and
weight of the vehicles, the presence and interference of existing utility grids and, in general,
all the features that may affect the fulfillment of the PPP AGREEMENT.
Under no circumstance shall the publishing of the RFP or the information included in it or later
informed by the CALLING AUTHORITY, its officials or its advisors to the BIDDERS, either
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orally or in writing, be considered as a consultancy on investments, legal, tax, fiscal, financing
or technical matters or as any other kind of consultancy.
Upon the submission of one BID, it shall be assumed that each BIDDER has taken into
consideration the financial viability of the PPP AGREEMENT under the terms of his BID, and
that he has carefully analysed the sites of the CIVIL WORK and that he has fully analysed the
work conditions, the risks and, in general, all the tasks.
If the BIDDER becoming a SUCCESSFUL BIDDER has not received, has not correctly
evaluated or has not taken into consideration all the information that may influence the costs
calculation, he shall not be released from his responsibility to complete the CIVIL WORK
pursuant to the PPP AGREEMENT, nor shall he be entitled to a reimbursement of the costs,
or to claim or to receive additional compensations of any kind.
The CALLING AUTHORITY does not guarantee that the projections and estimates made by
the SUCCESSFUL BIDDER will be fulfilled during the implementation of the PPP
AGREEMENT. The SUCCESSFUL BIDDER shall take the risks provided in the PPP
AGREEMENT, according to the risk distribution included therein and shall cope with its
consequences avoiding that the effects derived from the occurrence of such risks create a
potential economic imbalance of the PPP AGREEMENT, or that such effects give rise to any
claim. The risks taken shall be considered by the BIDDERS when appraising their BIDS, and
it shall be paid in accordance with such BID and with the provisions set forth in the PPP
AGREEMENT.
Item 4.04 Effects of the Submission of Bids
The submission of the BID implies the full knowledge and acceptance of all the provisions set
forth in the RFP, in the PPP AGREEMENT template and in the remaining ANNEXES, and of
all the information provided by means of CIRCULAR LETTERS and of the APPLICABLE
LAW. No contrary evidence shall be admitted.
Additionally, the submission of the BID implies the waiver to file any kind of judicial or
extrajudicial claim based on disagreement with the provisions set forth in the TENDER
DOCUMENTS.
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Item 4.05 Circular Letters
The CALLING AUTHORITY, to its sole discretion, shall be able to issue CLARIFYING or
AMENDING CIRCULAR LETTERS of the REQUEST FOR PROPOSALS or as a response
to enquiries made.
Item 4.06 Clarifying Circular Letters
The CLARIFYING CIRCULAR LETTERS shall be sent to all the INTERESED PARTIES´ E-
MAIL ADDRESSES that have been informed to the CALLING AUTHORITY at the time of
registering to download the RFP or at the time of submitting queries, at least four (4) BUSINESS
DAYS before the day scheduled for the submission of BIDS. Additionally, such CIRCULAR
LETTERS shall be published at the respective websites of the CALLING AUTHORITY and
the SSPPP. The CLARIFYING CIRCULAR LETTERS shall be included in the REQUEST
FOR PROPOSALS.
Item 4.07 Amending Circular Letters
The AMENDING CIRCULAR LETTERS shall be disseminated, published and informed
during three (3) BUSINESS DAYS in the same means of communication as the call for
TENDERS has been disseminated, published and informed. The last publishing shall be made
at least one (1) BUSINESS DAY before the date scheduled for the submission of BIDS
provided in the TENDER schedule.
In addition, they shall be sent to all the INTERESTED PARTIES on the first day of the issuance
of the AMENDING CIRCULAR LETTER, and published at the respective websites of the
CALLING AUTHORITY and the SSPPP. Such AMENDING CIRCULAR LETTERS shall
be included in the REQUEST FOR PROPOSALS.
In the event that the CALLING AUTHORITY issues an AMENDING CIRCULAR LETTER,
it shall be able to, upon its request and to its sole discretion, extend the dates for the submission
of BIDS and/or for the opening of BIDS, as well as for their terms, which may be longer than
the term provided in paragraph 8 of Section 12 of the Decree N° 118/17, in order to allow for
a wider participation of BIDDERS.
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Item 4.08 Circular Letters that serve the only purpose of suspending or extending the
opening or submission date of Bids
The CIRCULAR LETTERS that serve the only purpose of suspending or extending the
opening and/or the submission date of BIDS shall be disseminated, published and informed for
the course of one (1) BUSINESS DAY in the same means of communication as the call for
TENDERS has been disseminated, published and informed. The publishing shall be made at
least one (1) BUSINESS DAY before the date originally scheduled for the submission and/or
opening of BIDS; and it shall be made on the respective websites of the CALLING
AUTHORITY and the SSPPP. Additionally, they shall be sent to all the BIDDERS.
Such CIRCULAR LETTERS shall be an integral part of the REQUEST FOR PROPOSALS.
Section V. BIDDERS
Item 5.01 Capacity to be Bidder
Those PERSONS which are domiciled in the Argentine Republic or whose main business
headquarters are located in the Argentine Republic, or which have a branch in our country duly
recorded in the relevant entities, as well as those PERSONS whose main business headquarters
are located in a foreign jurisdiction and which do not have a branch duly recorded in the
Argentine Republic, provided that they are not subject to any of the incompatibilities set forth
in Section 23 of the PPP LAW or in the RFP, may apply as BIDDERS.
The BIDDER shall prove the technical requirements set forth in the REQUEST FOR
PROPOSALS and comply with all the other required conditions.
Item 5.02 Restrictions to Bidders
The same PERSON shall not comprise different BIDDERS for the PROJECT.
The same PERSON comprises more than one BIDDER when that PERSON, his controlling or
controlled partnership (directly or indirectly) under the terms of Section 33 of the General Law
on Partnerships N° 19,550, comprises more than one BIDDER.
Item 5.03 Joint and Several liability of the Bidders
When the BIDDER comprises two or more PERSONS, all of them, as a consequence of the
submission of the BID, shall be jointly and severally responsible to the CALLING
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AUTHORITY for the obligations and commitments undertaken within the framework of the
TENDER until the execution of the PPP AGREEMENT.
As of the EXECUTION DATE, the obligations and commitments undertaken by the PPP
CONTRACTOR and the CONTRACTING ENTITY and the liability regulations shall be
explicitly set forth in the CONTRACT DOCUMENTS.
Item 5.04 Business purpose and Duration of the Bidders
The business purpose included in the bylaws of any legal entity acting as a BIDDER or as a
member of a BIDDER shall be broad enough to allow for his participation as shareholder of
the PPP CONTRACTOR.
Item 5.05 Impediments or Disqualifications to be a Bidder
The delay in the partial or total payment of any amount of money arising out of economic
transactions managed by CAMMESA by the PERSONS that are under the scope of the
provisions set forth in Section 23 of the PPP LAW or in the event that such delay is noticed
on the BID´s submission date impedes such PERSONS to be BIDDERS or PPP
CONTRACTORS, by themselves or by means of a PERSON acting as representative. The
delay in payment in each case shall be exclusively and finally determined by the CALLING
AUTHORITY.
A sworn statement shall be submitted by each of the Members of the BIDDERS as regards the
veracity and accuracy of all the information attached. Additionally, they shall submit an
authorization to the CONTRACTING ENTITY to request for information related to this
submission to the public or private entities mentioned in the technical and economic
background information of the BID.
Item 5.06 Local Content
Upon the submission of the BIDS, the BIDDERS undertake the commitment, in the event of
being SUCCESSFUL BIDDERS, to comply with the minimum demanded requirements of
inclusion of local content for the execution of the CIVIL WORK.
i) Thirty-three percent (33 %) Minimum Local Content of the total provision of
electromechanical goods and additional services.
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For these purposes, to estimate the Local Content, the following formula shall be
applied:
IN = ∑ Value of Local Electromechanical Goods and Additional Services ≥ 33%
∑ Total Value of Electromechanical Goods and Additional Services
ii) Thirty-three percent (33 %) Minimum Local Content of the total value of cross rope
towers. For these purposes, to estimate the Local Content, the following formula
shall be applied:
IN = ∑ Value of Local Cross Rope Towers
≥ 33%
∑ Total Value of Cross Rope Towers
iii) Thirty-three percent (33 %) Minimum Local Content of the total value of the
conductors used in the CIVIL WORK. For these purposes, to estimate the Local
Content, the following formula shall be applied:
IN = ∑ Value of Local Conductors
≥ 33%
∑ Total Value of Conductors
For such purposes, the BIDDER shall consider:
Electromechanical Goods: components, pieces, groups or subgroups of goods inherent to the
technology systems developed that combine electric, electronic and mechanic components to
comprise its mechanism and transmit electricity, except from the civil work.
Complementary Services: services related to the provision of goods, such as engineering and
design, excluding transmission to the civil work and assembly of equipment and civil work. It
shall be considered Local Service the service provided by a National Company, according to
the provisions set forth by Law N° 27,328.
Value of the Local Electromechanical Goods: ex-factory prices* of the locally manufactured
electromechanical goods, excluding transmission to the Civil Work and assembly of the
equipment and civil work (materials and workforce). A good shall be considered locally
37
manufactured good, according to the provisions set forth in Section 5° of Law N° 27,437 and
Decree N° 800/2018.
Value of Local Cross Rope Towers: ex-factory prices* of the locally manufactured cross rope
towers. A good shall be considered locally manufactured good, according to the provisions set
forth in Section 5° of Law N° 27,437 and Decree N° 800/2018.
Value of Local Conductors: ex-factory prices* of the locally manufactured conductors. A good
shall be considered locally manufactured good, according to the provisions set forth in Section
5° of Law N° 27,437 and Decree N° 800/2018.
Total value of Electromechanical Goods: ex-factory prices* of the locally and non-locally
manufactured Electromechanical Components. The cost of transmission to the Civil Work and
the assembly of components shall be excluded. In the event of imported goods, the CIF value
shall be considered, plus all taxes applicable to the local manufacturing of the good.
Total Value of Cross Rope Towers: ex-factory prices* of the locally and non-locally
manufactured cross rope towers. In the event of imported goods, the CIF value shall be
considered plus the taxes applicable to the local manufacturing of the good.
Total Value of the Conductors: ex-factory prices* of the locally and non-locally manufactured
conductors. In the event of imported goods, the CIF value shall be considered plus the taxes
applicable to the local manufacturing of the good.
*Ex-factory price of local good: net sales price after the application of the value added tax,
financial expenditures and of discounts and bonuses, arising out of the relevant invoices
authorized by the Federal Bureau of Public Income (AFIP, as per its acronym in Spanish) of
the Argentine Republic or by the corresponding tax authority, excluding the costs of
transmission or civil work and delivery of the product.
For the purpose of proving the observance of the obligation set forth to the PPP
CONTRACTOR, the BIDDER shall sign the sworn statements included in ANNEX XI of the
RFP.
For the rest of the purchases, rents or leasing of local goods, other than the ones
aforementioned, the PPP CONTRACTOR shall acquire materials and equipment to be installed
38
in the CIVIL WORK and give preference to the purchase of locally manufactured goods,
according to the provisions set forth by Law N° 27,437, its Regulatory Decree N° 800/2018
and Resolution N° 91/2018 passed by the MINISTRY OF PRODUCTION. For that purpose,
when purchasing these goods or hiring these services, the PPP CONTRACTOR shall give
preference according to the following criteria:
a) For the same or similar purchases, the cash price of the offers of locally manufactured
goods is equal or lesser than the price of the non-locally manufactured goods offered, plus
fifteen percent (15 %) when such offers are made by MSMEs, according to Law N° 27,264
and its amendments, and plus eight percent (8 %) when the offers are made by other
companies.
b) When, within the framework of the provisions set forth by Law N° 27,437, a comparison
between the prices of non-locally manufactured goods offers is carried out, a margin of
preference of one percent (1 %) every five (5) percentage points of local inclusion to the
gross value of production of the goods included up to a maximum margin of preference of
eight percent (8 %) shall be granted, pursuant to the calculation criteria that the
Enforcement Authority may set forth for that purpose.
In every case, for the purposes of comparison, the prices of the non-locally manufactured goods
shall include, among other issues, the effective import duties and all the taxes and expenditures
that its local manufacturing entails in the event of a non-privileged particular importer, in the
way and under the conditions that the regulation may establish.
The cooperative partnerships that are recorded under the Record of the National Institute for
Third-Sector Activities and Social Economy (INAES, as per its acronym in Spanish) under the
Ministry of Social Development and that comply with the provisions set forth in such law shall
enjoy the same benefits and the same preferences than those applicable to small and medium
enterprises.
The margin of preference set forth in paragraph b) shall be applied when non-locally
manufactured goods offers are made, or when such offers have been rejected or considered
ineligible.
THE PPP CONTRACTOR shall comply with the proceedings set forth in the aforementioned
regulation. In addition, he shall submit to the CONTRACTING ENTITY the information with
39
the backing documentation to allow for the follow-up and the control of the observance of the
legal and regulatory obligations provided.
In particular, it shall be supervised the observance of the slipping of goods in homogeneous
groups of packages from potential providers of the Argentine Republic from those that are not
from potential providers of the Argentine Republic, in order to comply with the provision of
Section 2° of Law N° 18,875, according to Section 8 of Law N° 27,437.
In all call for tenders and auctions carried out in compliance with the Law on ‘COMPRE
ARGENTINO’ and the Development of Local Providers, for the provision of local goods
manufactured in the Argentine Republic that compete with non-locally manufactured goods, it
shall be foreseen that, regardless of the public or private nature of the call for tenders or auction,
the opening ceremony of the bids shall be public, without exception. Additionally, the
TECHNICAL SUPERVISOR´s representative of the CONTRACTING ENTITY, or the
Notary Public in case of absence of the representative, shall be present. This condition shall be
established in the relevant request for proposals.
The PPP CONTRACTOR shall forward the announcements of the calls for the provision of
services to be disseminated in the website of the National Office for Acquisition of Goods
(ONC, as per its acronym in Spanish) under the Secretariat of Administrative Modernization
of the Chief of Staff Office and/or to be published in the Official Gazette, which shall include,
at least, the following data:
1. Legend identifying that the acquisition is subject to Law N° 27,437 and its complementary
rules.
2. Purpose of the acquisition, estimated amount, type of selection process and kind of tender
or call identifying if it is a national or international call, the opening date of the call and the
deadline for the submission of bids.
The PPP CONTRACTOR that purchases non-locally manufactured goods according to the
provisions set forth in Chapter II of Law N° 27,437 shall require the VERIFICATION
CERTIFICATE (CDV, as per its acronym in Spanish) provided in Section 6° of Law N°
27,437; Sections 15 to 18 of the Annex of Decree N° 800/2018 and in Sections 5° to 9° of
Resolution N° 91/2018 passed by the Secretariat of Industry.
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In the event that the goods offered to the PPP CONTRACTOR by his providers have not been
manufactured in the CONTRACTING ENTITY´s country, the following statement shall be
made by the latter:
a) If the CONTRACTING ENTITY has or has not received credits at preferential rates or
types of interest in relation to those in force in the internal market of the export country of the
goods that comprise the provision of this tender, and which have not been approved by the
World Trade Organization (WTO).
b) If the CONTRACTING ENTITY has received other economic subsidies, any advantage,
tax reimbursement or exemptions or tax deferral that have not been approved by the WTO.
c) If the offer is or is not made at dumping prices and if its export price is or is not lesser
than the price of such good or a similar good when it is used for consumption in the export
country in the normal business operation activities.
This statement shall be part of the backing documentation required in the second paragraph of
this item.
In all tenders or auctions that the PPP CONTRACTOR may carry out by himself or by means
of a CONSTRUCTION COMPANY or OPERATING COMPANY or by means of any other
person or in other way, he shall strictly comply with the provisions of the Law on ‘COMPRE
ARGENTINO’ and Development of Local Providers, for the provision of goods manufactured
in the Argentine Republic that compete with the goods manufactured in a foreign jurisdiction,
according to the proceedings described in ANNEX XI of the RFP.
Section VI. OBLIGATIONS OF THE BIDDERS
Item 6.01 Submission of the Bid for the Tender
The submission of a BID for the TENDER shall imply the full knowledge and acceptance of
the following:
i. The TENDER DOCUMENTS and the obligations and rules that regulate the
TENDER.
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ii. The obligations derived from the PPP AGREEMENT, which template is included in
the RFP as ANNEX I.
iii. The obligations derived from the Regulations of Access to the Existing Capacity and
Expansion of the Electricity Transmission System.
iv. The obligations derived from THE PROCEEDINGS and its amending and
complementary rules.
v. The powers of CAMMESA.
vi. The powers of the ENRE.
vii. The waiver to object the CALLING AUTHORITY´s decision declaring the TENDER
void and rendering it invalid at any time due to opportunity, merit and convenience
reasons.
viii. The power of the CALLING AUTHORITY to:
1. Request for additional information to the BIDDERS.
2. Amend or clarify the TENDER DOCUMENTS by means of CIRCULAR
LETTERS.
3. Extend the TENDER’s terms.
4. Qualify and award.
Additionally, the submission of the BID for the TENDER implies the knowledge of the
PROJECT, its technical features and environmental impact assessment, the environment and
the sites where the CIVIL WORK will be constructed, knowledge of all the information related
to the execution of the works, the climate conditions, the means of communication and
transport, the prices and the capacity to obtain materials and workforce, and the conditions to
provide the OPERATION AND MAINTENANCE SERVICES.
The BIDDER shall be considered a technician with expertise in the facilities and the services
he intends to provide and, therefore, he is technically responsible for the PROJECT. He shall
42
be responsible for explicitly enquiring on any detail that he considers it affects the perfect
operation of the facilities he intends to build. By submitting the BID, it is assumed that the
BIDDER agrees with these conditions and other conditions included in the TENDER
DOCUMENTS. The admission of contrary evidence shall not be allowed.
It is assumed that the BIDDER has analysed the drawings and all other technical and
administrative documents related to the REFERENCE PROJECT, for the purpose of having
all the necessary material evidence available to face any contingency that may arise. The
admission of contrary evidence shall not be allowed. Additionally, it shall be assumed that the
REFERENCE PROJECT has been analysed and clearly interpreted, since the construction of
the CIVIL WORK may require technical solutions that are different form the ones listed
therein.
Section VII. ETHICS AND TRANSPARENCY
Item 7.01 Duties of the Bidders
In all the stages, the BIDDERS shall meet the following requirements:
a) At any time, comply with the commercial and ethics regulations to be applied
with respect to their interaction with the CALLING AUTHORITY and its members. This
includes the knowledge, consideration and respect for the national and local regulations
to be applied to each process in which they take part.
b) Refrain from performing, directly or indirectly, any of the activities listed as
prohibited practices. In this regard, they shall perform a proper internal monitoring of the
behavior of their employees and representatives in their interaction and communications
with members of the CALLING AUTHORITY and of the CONTRACTING ENTITY.
c) Refrain from establishing business or financial relations, or relations of any
financial kind with members of the CALLING AUTHORITY or of the CONTRACTING
ENTITY, or with partnerships linked to them, which may lead to any kind of conflict of
interest.
43
d) Make all the queries by the means that have been established in this REQUEST
FOR PROPOSALS for such purpose in each case. Such queries shall be only addressed
to the competent authority.
e) Report any irregularity, illicit action or circumstance which is contrary to public
ethics or to the institutional transparency that he may notice within the framework of his
participation in the selection process of this TENDER. For such purpose, he shall use the
means provided in the REQUEST FOR PROPOSALS.
Item 7.02 Prohibited Practices
For the purpose of the previous item, the following are considered prohibited practices:
a) Corrupt Practices: offering or giving by himself or by means of third parties,
any benefit, favor, bonus or any other object of value to members of the CALLING
AUTHOTRITY or the CONTRACTING ENTITY or to any of their direct relatives with
the purpose of receiving favorable treatment or improperly influencing over their actions.
b) Fraudulent Practices: falsifying, distorting or concealing facts or circumstances
to mislead the CALLING AUTHORITY or the CONTRACTING ENTITY or their
members for the purpose of obtaining a benefit or avoiding an obligation.
c) Obstructive Practices: deliberately destroying, falsifying, altering or concealing
significant information or documentation for the analysis, assessment and, if appropriate,
investigations that shall be carried out by the CALLING AUTHORITY or by the
CONTRACTING ENTITY or by the EVALUATING COMMITTEE in relation to the
TENDER process; or impeding or hindering, in any other way, the performance of such
activities.
Item 7.03 Declaration of Interests
For the purpose of adopting the highest transparency standards, it is key that the relationships
described in Sections 1° and 2° of the Decree N° 202 passed on March 21st, 2017, are
previously informed.
In this sense, the participants shall state whether they have any kind of relationship with the
following:
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● The President and Vice-President of the Nation, the Chief of Staff and other Ministers
and authorities with the same hierarchy appointed in the National Executive Branch,
although they are not competent to make decisions over the acquisition or the act
concerned (Section 1° of Decree N° 202/2017).
● Officials with lower hierarchy than the Minister and that are competent or have the
power to make decisions over the acquisition or the act on which the signatory of the
sworn statement is interested (Section 2° of Decree N° 202/2017).
Within the scope of the GOVERNMENT SECRETARIAT OF ENERGY, such officials
refer to the Energy Secretary, Mister Gustavo Lopetegui.
The following are the possible cases of relationship:
a) Relative within fourth degree of consanguinity and second degree of affinity;
b) Partnership or communitiy;
c) Pending lawsuit;
d) Being debtor or creditor;
e) Recipient of significant benefits from the official;
f) Public friendship shown by means of a close acquaintance and a frequent interaction.
In the event that the signatory of the sworn statement is a legal entity, it shall be identified any
of the relationships aforementioned, whether it is a current relationship or it has been developed
during the last CALENDAR YEAR, between the mentioned officials and their legal
representatives; controlling or controlled partnerships or partnerships with a direct interest in
the economic and financial outcomes; director, partner or shareholder that holds any share of
securities which empowers him to give his consent at meetings or to have a dominant influence
as a consequence of the holding of such shares.
In the case of partnerships that are subject to the public tender rules pursuant to Law N° 26,831,
the relationship shall be understood as it refers to any shareholder or partner holding more than
FIVE PERCENT (5 %) of the share capital.
45
For this purpose, the sworn statement included in ANNEX III, Section III.8, which template is
similar to the one approved by virtue of Resolution N° 11 passed on May 19th, 2017 by the
ANTI-CORRUPTION OFFICE (RESOL-2017-11-APN-OA#MJ) shall be submitted.
Item 7.04 Consequences
When downloading the RFP and when submitting the BIDS, the BIDDERS state and guarantee
that they know and agree with this policy, and they undertake the obligation to respect and
make others respect their provisions.
The breaching of the obligations provided in this policy or the exercise of any of the prohibited
practices may give rise to any of the following:
1. The rejection of the BID and enforcement of the respective bond in any stage of the
TENDER.
2. Where appropriate, the corresponding report before the courts or the competent
controlling authority.
3. The relevant notice to the respective Professional Association, Chamber or Association
that acts as a Superintendence, or as a monitoring entity, or similar, for the proper ethical
performance of its members.
Item 7.05 Means for Reporting
1. High-level Reporting Mechanism
In accordance with international experiences and with recommendations of the Organization
for Economic Cooperation and Development concerning transparency and integrity, a High-
level Reporting Mechanism (HLRM) is made available for participants and officials, by means
of which a warning may be issued or a report may be filed. Such warnings and reports will be
directly and effectively known by the highest authority of the Anti-corruption Office.
This means is intended to preventively and exclusively address reports concerning public
officials or PERSONS in the following cases: 1) Bribery of public officials, agents or
employees of the CALLING AUTHORITY and/or the CONTRACTING ENTITY by local or
foreign companies (transnational bribery); 2) Influence peddling; 3) Setting of conditions that
46
tend to benefit or promote the award of a certain BIDDER and; 4) Non-stated conflict of
interests.
The highest authority of the Anti-corruption Office shall be assisted by a group of experts in
order to analyse the reports. Such group shall make a recommendation to the CALLING
AUTHORITY so as to remedy the reported situation. Notwithstanding the foregoing, in the
event of verifying that there is evidence that proves the alleged crime, the relevant judicial
report shall be made.
Issues concerning technical features that have been formulated and rejected on a grounded
basis in the instances provided for such purposes within the framework of the process shall not
be considered in the means established in the High-level Reporting Mechanism.
The reports to be addressed by these means shall only be issued by participants and public
officials, identifying the issuer or anonymously, and shall be received up to 48 hours before
the act intended to publish the AWARD. The contact details for such purpose are the following:
● E-mail address: [email protected]
● Direct telephone number: (54-11) 5300-4101
● In person. A meeting at 394 Tucumán St. (1049), Autonomous City of Buenos Aires,
shall be requested in advance to the abovementioned telephone number.
Additional information on the mechanism:
http://www.oecd.org/corruption/hlrm.htm
2. Reporting of other irregularities to the Anti-corruption Office
Any irregularity in this integrity policy, illegal action or circumstance contrary to public ethics
or to the institutional transparency, and which is known within the framework of the
participation in the selection process of this Entity, and which is not included in the HLRM,
shall be reported to the Anti-corruption Office by telephone, at 0800-444-4462, or by means
of the form available at the following website: https://www.argentina.gob.ar/denunciar-un-
hecho-de-corrupcion.
47
In these terms, the report may be filed anonymously, keeping the identity confidential or
identifying the issuer. Without prejudice of the aforementioned, and regardless of the
identification form chosen, the report shall be confidentially handled according to the Entity´s
regulations.
Section VIII. ANTI-CORRUPTION CLAUSE
Notwithstanding the provisions set forth in the applicable regulations, the giving or offering of
money or any gift by the BIDDER at any stage of the TENDER for any of the following
purposes shall be considered a determining cause of rejection of the BID without the demand
of any other requirements:
a) The action or omission regarding their powers by public officials or employees
with enough competence to make decisions at any stage of this TENDER, or the
influence exercised by them on other public official or employee with the competence
aforementioned in order to force the latter to do any action or make any omission
regarding their powers;
b) Any PERSON using his relationship or influence on a public official or
employee with the aforementioned competence, in order to force the latter to do any
action or make any omission regarding their powers.
Additionally, those who have directly or indirectly committed such acts in their capacity as
representatives, administrators, partners, agents, managers, officials, employees, hired
employees, business managers, auditors, or any other PERSON in the interest of the BIDDER
shall be also considered active subjects of the aforementioned behavior.
The consequences of these illegal actions shall occur even when such actions have been
committed as attempted actions, without prejudice of the administrative, civil or criminal
liabilities that may correspond to those who have committed such illegal actions.
The officials who become aware of the occurrence of any of the actions described in this section
shall make the relevant and formal report to the competent courts and entities, as appropriate.
In addition, the BID shall be rejected when the BIDDER is included in the World Bank´s and/or
in the Inter-American Development Bank´s (IDB) Debarment List, for corrupt behavior or
48
practices, or when the BIDDER is a convicted PERSON by means of a final judgment in his
country and/or in a foreign country, for transnational bribery, according to the terms set forth
in the Convention on Combating Bribery of Foreign Public Officials in International Business
Transactions of the Organization for Economic Cooperation and Development (OECD).
Section IX. REFERENCE PROJECT AND ALTERNATIVE PROJECT
Item 9.01 Reference Project
The following documentation shall be attached to this RFP as REFERENCE PROJECT:
a. The technical specifications of the extension and construction facilities of the
Transformer Stations that comprise the CIVIL WORK, to ANNEX VI and ANNEX VII.
b. The technical specifications for the development of the 500 kV single-circuit
Extra-High Voltage Transmission Line and the 132 kV and 66 kV High Voltage
Transmission Lines that comprise the CIVIL WORK, to ANNEX VIII.
c. The electrical studies performed, to ANNEX IX.
The REFERENCE PROJECT´s technical specifications shall meet the CALLING
AUTHORITY´s minimum general guidelines and technical requirements that shall be fulfilled
by the BIDDER and, eventually, by the PPP CONTRACTOR.
The BIDS shall include a complete preliminary project based on the information and technical
requirements included in the REFERENCE PROJECT.
In addition, the BIDDER shall include in his proposal, both in the event he has adopted a
REFERENCE PROJECT or included an ALTERNATIVE PROJECT, all the documentation
required in this RFP (i.e. Guaranteed Technical Data Sheets, lists of providers and
manufacturers, full description of the equipment offered).
The BIDDER shall expressly state in his BID whether he will include the REFERENCE
PROJECT, in which case it shall be deemed its own project, or whether he offers alternatives
for any of its parts.
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Item 9.02 Alternative Project
In the event that the BIDDER offers alternatives to the REFERENCE PROJECT, he shall
attach a detailed description to his BID clearly indicating the technical scope of his alternative,
which shall adjust to the minimum technical conditions detailed in ANNEX V of the RFP.
The alternative proposals to the REFERENCE PROJECT shall be submitted together with the
electrical studies, the complete preliminary project and the adjustment of the environmental
impact assessment.
In the event that an ALTERNATIVE PROJECT is awarded, the PPP CONTRACTOR shall
submit the electrical studies equivalent to those included in ANNEX IX of the RFP,
corresponding to the Technical Proceeding N° 1 for the submitted alternative. Such studies
shall be approved by CAMMESA within a term of sixty (60) DAYS as of the execution of the
PPP AGREEMENT.
If, when the PPP CONTRACTOR drafts the definite project or completes the studies for the
design of the facilities provided in the equipment and assembly technical specifications it were
established that the basic technical conditions of the RFP and/or the COMMERCIAL
OPERATION SCHEDULED DATE could not be fulfilled or reached, respectively, for any
unavoidable reason, or that the approval by CAMMESA could not be obtained, the PPP
CONTRACTOR shall take the REFERENCE PROJECT as a solution. The REQUIRED
TOTAL AMOUNT shall be the same as the one offered for the infeasible ALTERNATIVE
PROJECT, without any right to make any claim for such reason.
In compliance with the general guidelines set forth in the BID, the PPP CONTRACTOR shall
carry out, for the REFERENCE PROJECT and for the ALTERNATIVE PROJECT, the studies
of Stages II and III of the Technical Proceeding N° 1 of CAMMESA; the Environmental
Impact Assessment in the case of an ALTERNATIVE PROJECT; the ENVIRONMENTAL
MANAGEMENT PLAN; the EXECUTIVE PROJECT and the CIVIL WORK PLAN, which
shall meet the requirements of the provision and assembly technical specifications that are
included in ANNEXES VI, VII and VIII of this RFP. Such studies shall be submitted to the
CONTRACTING ENTITY´s TECHNICAL SUPERVISOR and to the CARRIERS for their
approval.
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In particular, the PPP CONTRACTOR shall agree with the CONTRACTING ENTITY and the
CARRIERS as regards the scenarios and the scope of the electrical studies of the
aforementioned Stages II and III.
Item 9.03 Executive Project - Detailed Engineering
The PPP CONTRACTOR shall be required to draft the EXECUTIVE PROJECT based on the
information provided in this RFP. He shall be particularly responsible for the detailed
engineering of the CIVIL WORK.
The PPP CONTRACTOR shall have a technical office and shall provide the details of the
location where he plans to set up such office, as well as he shall provide all the information
required in ANNEX II of the RFP.
Section X. FORMALITIES OF THE BIDS
Item 10.01 Submission
(a) Nature of the Sworn Statement
The submission of the BID implies that all the information and documents attached to and
delivered with the BID shall be deemed a sworn statement by the BIDDER.
It shall not be required the submission of the REQUEST FOR PROPOSALS or its ANNEXES
signed together with the BI D.
(b) Form and Language
The submission of BIDS as well as all other submissions of documents made in this TENDER
shall be written in the official language (Spanish). Any crossed-out word, amendment or
additions shall be duly initialized.
In addition, the BID shall include an index, and all the pages shall be numbered and signed by
the BIDDER or by the BIDDER´s REPRESENTATIVE in order to identify the signatories.
The power of attorney of the representative shall be also attached.
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All the documents that comprise the BID shall be submitted in one original copy or in a record
issued by the competent authority or in a certified copy issued by a legal authority or Notary
Public, unless otherwise expressly provided.
If the signature certification is required, this shall be only performed by the legal authorities or
by a Notary Public. If such authorities belonged to a non-local jurisdiction, the relevant
legalization shall be performed.
All the documentation issued in a different language other than Spanish shall be translated into
Spanish by a sworn translator duly registered in the Argentine Republic, and it shall be
legalized by the corresponding professional association.
All the documentation issued abroad shall be submitted in accordance with the formalities set
forth by the regulations of the country where such documentation was issued. It shall be duly
certified and apostilled therein in accordance with the standards of the Huge Convention, or
legalized by the Ministry of Foreign Affairs and Worship of the Argentine Republic.
If additional brochures or catalogs for a better understanding were attached to the BID, they
may be also written in a foreign language, in which case, the CALLING AUTHORITY may
request the relevant translations to the BIDDER. Such translations shall be submitted within
the term of five (5) DAYS as of the date of receipt of the notice for such purpose by the
BIDDER. The failure to submit such translation shall empower the CALLING AUTHOIRITY
and the EVALUATING COMMITTEE to disregard such brochures or catalogs when assessing
the BID.
In the event of any discrepancies between a document issued in a foreign language and its
translation into Spanish, the Spanish version shall prevail.
(c) Paper Type and Size
The type and size of the paper to be used for the submission of the BID shall be A4; except for
the drawings and similar documentation, which paper shall be folded to the requested paper
size.
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(d) Numeration
All the pages of the BID shall be sequentially numbered as they have been incorporated to the
BID. They shall be numbered in the top right corner of each page, even when the BID is
comprised of more than one book.
(e) Signatures
All the documentation shall be signed by the BIDDER´s REPRESENTATIVE in order to prove
the knowledge and agreement with all the provisions.
(f) Page layout
All the numbered books of the BID shall not exceed the two hundred (200) pages, which shall
be included and secured in a rigid folder.
(g) Folders´ identification
The front, back and spine of the folder shall include the following labels: 1) ENVELOPE N°
1: Documents related to the TECHNICAL BID and; 2) ENVELOPE N° 2: Documents related
to the ECONOMIC BID.
Item 10.02 The envelopes and amount of copies
The BIDS (ENVELOPE N° 1 and ENVELOPE N° 2) shall be submitted in a closed envelope
and they shall include the following description:
GOVERNMENT SECRETARIAT OF ENERGY
National and International Public Tender
PPP Electricity Transmission -500 kV Extra-High Voltage Transmission Line Río
Diamante T.S. – New T.S. Charlone Transformer Stations and Complementary
Civil Works at 132 kV
(Law N° 27,328 AND REGULATORY DECREE N° 118/2017)
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Receipt and Opening date: (include date and time)
BIDDER´ S NAME: (Include full name)
The envelopes containing the BID shall be identified as follows:
(i) ENVELOPE N° 1: Documents related to the TECHNICAL BID, which are
detailed in this REQUEST FOR PROPOSALS and;
(ii) ENVELOPE N° 2: Documents related to the ECONOMIC BID, which are
detailed in this REQUEST FOR PROPOSALS.
The envelopes shall be opaque and perfectly closed, sealed and signed. Such envelopes shall
be signed by the BIDDER´S REPRESENTATIVE, which signature shall be stamped across
the usual opening side of the envelope.
In case the volume of the documentation is large, the envelopes may be replaced by boxes,
which shall meet the same requirements as the envelopes.
Additionally, if it were necessary to divide the BID in two (2) or more envelopes or boxes,
each one of them shall be labeled as ‘original’ or ‘copy’, according to their content.
Item 10.03 Copies
The BIDS shall be submitted in one original sample, all their pages shall be duly numbered and
signed by the BIDDER or his REPRESENTATIVE, and in two (2) single copies of the original
sample. In the event of any discrepancy between the original sample and the copies, the original
sample shall prevail.
In addition, all the documentation comprising the BID shall be unavoidably submitted in digital
version (CD, DVD or pen drive) for each one of the envelopes, maintaining its original format
and length.
Item 10.04 Transfer and Agreement
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The submission of the envelopes implies the transfer of ownership of all the documents
included in such envelopes. In any case shall the BIDDERS be entitled to its return, without
prejudice of the power of the EVALUATING COMMITTEE or the CALLING AUTHORITY
to return the envelopes whenever it is deemed appropriate.
In addition, the submission of the envelopes implies the irrevocable agreement with the return
or destruction of ENVELOPE N° 2 without even being opened, in the event of not having been
admitted as BIDDER or pre-qualified as SUCCESSFUL BIDDER.
Section XI. CONTENT OF ENVELOPE N° 1
For the purpose of complying with the requirements of this TENDER and for the assessment
of the BIDS, and in compliance with the requirements set forth in the REQUEST FOR
PROPOSALS, the BIDDERS shall submit the following documentation, which shall be
included in ENVELOPE N° 1.
Item 11.01 Index of the submitted documentation
The BIDDER shall head its BID with a general index of the documentation attached,
identifying the corresponding numbers of the pages of such documentation.
If the BID comprises many books, each one of them shall include the corresponding general
index and a particular index of each book.
Item 11.02. Legal Documentation of the Bidder and his legal capacity
The BID shall include the legal documentation of the BIDDER or of each PERSON that
comprises the BIDDER, which is detailed as follows:
i. General: Letter of identification of the BIDDER or of each member of the BIDDER,
pursuant to the template of ANNEX III, Section III-4, with the certified signature of a
Notary Public. When the BIDDER comprises more than one PERSON, it shall be
identified the share of each member in the share capital of the PPP CONTRACTOR in
case of being a SUCCESSFUL BIDDER. Such identification shall be biding, pursuant
to Section XXIII.
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ii. When the BIDDER or a PERSON which is a member of the BIDDER is a legal entity
created in the Argentine Republic:
a. A copy of the bylaws, its amendments and the last minutes of appointment of
authorities pursuant to the type of entity concerned, which shall be all certified by a
Notary Public and, when appropriate, legalized, and duly recorded before the relevant
Public Record of Commerce.
b. A copy submitted by the AFIP, the Individual Taxpayer Identification Number
(CUIT) signed by its bearer.
c. Duly certified copy and, when appropriate, legalized, of the documents proving
the capacity and the powers of the BIDDER´s REPRESENTATIVE that shall act in
such capacity in the TENDER.
d. Minutes of meeting of the administration body including the corporate´s
decision to submit the BID in this TENDER and, when appropriate, the granting of the
BID BOND.
e. Certificate of Good Standing and Certificate of Record in the relevant Public
Record of Commerce proving the creation, the legal capacity and the regular
organization of the legal entity.
f. Sworn statement identifying the LEGAL DOMICILE and the E-MAIL
ADDRESS for the purpose of this TENDER, pursuant to the template of ANNEX III,
Section III.7. All notices sent to the informed domiciles shall be deemed valid.
iii. If the BIDDER or a PERSON which is a member of the BIDDER is a legal entity
created in a foreign country:
a. To prove the creation of the partnership according to the rules of the relevant
country.
b. Duly certified and legalized copy of the documents proving the capacity and the
powers of the BIDDER´s REPRESENTATIVE in the TENDER.
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c. Minutes of meeting of the administration body including the corporate´s
decision to submit the BID in this TENDER and, when appropriate, the granting of
the BID BOND.
d. Sworn statement identifying the LEGAL DOMICILE and the E-MAIL
ADDRESS for the purpose of this TENDER, pursuant to the template of ANNEX III,
Section III.7. All notices sent to the informed domiciles shall be deemed valid.
e. All the documentation shall be legalized and approved by the Consulate or
legalized by means of the ‘Apostille’ proceeding.
f. For the submission of BIDS, it shall not be required that the legal entity created
in a foreign jurisdiction has previously observed the provisions included in Chapter I,
Section XV, General Law on Partnerships N° 19,550. Without prejudice of the
aforementioned, if the BIDDER becomes a SUCCESSFUL BIDDER, such provisions
shall be observed before executing the PPP AGREEMENT.
iv. Other Covenants for all Bidders
a. Detailed documentation included in the REQUEST FOR PROPOSALS to
prove the technical requirements of the BIDDER signed by the REPRESENTATIVE.
b. Sworn statement of the BIDDER or of each one of his members on the
knowledge of the PROJECT, according to the template of ANNEX III, Section III.1
of the RFP.
c. Sworn Statement of the BIDDER or of each one of its members, if they are not
subject to any of the cases of impediment or disqualification to be BIDDER detailed
in Item 5.05 of this RFP and/or if they are not subject to any of the prohibitions set
forth in Decree N° 202 passed on March 21st, 2017, pursuant to the template of
ANNEX III, Section III- 1 and Section III-8, respectively.
d. If appropriate, a sworn statement of the BIDDER proving his qualification as
national BIDDER (ANNEX III, Section III.5).
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e. If appropriate, a sworn statement of the BIDDER proving his qualification as
MSMEs’ BIDDER (ANNEX III, Section III.6).
f. Sworn statement of the BIDDER undertaking the commitment to create the
legal entity that shall be deemed PPP CONTRACTOR in the event of becoming a
SUCCESSFUL BIDDER, according to Section XXIII of this REQUEST FOR
PROPOSALS (ANNEX III, Section III.7).
g. Certificate proving the execution of the BID BOND, according to the provisions
of this REQUEST FOR PROPOSALS.
Item 11.03 Documentation proving the capacity and technical quality
Each BIDDER or the members comprising the BIDDER in a jointly way shall prove the
compliance with the requirements provided in this section and in ANNEX II.
A) Background data on the construction of the Extra-High Voltage Transmission Line
(EHVTL) and Transformer Stations (TTSS).
REQUIREMENTS MINIMUM ACCEPTED
i. Project for the construction of civil works and
mechanical and electromechanical assemblies of
overhead power transmission lines and TTSS that
operate at a voltage equal to or greater than five
hundred kilovolts (500 kV) with reticulated metal
structures, including the control and protection and
telecommunications systems in the last ten (10) years.
Length of the EHVTL no
lesser than two hundred and
fifty kilometers (250 km).
1 TTSS.
1 project in the last ten (10)
years.
ii. Civil works and mechanical and electromechanical
assemblies of transformer stations that operate at a
voltage equal to or greater than five hundred kilovolts
(500 kV) with reticulated metal structures in the last ten
(10) years.
Length of the EHVTL no
lesser than two hundred and
fifty kilometers (250 km).
1 TTSS.
1 project in the last ten (10)
years.
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The requirements set forth in items 11.03.A.i and 11.03.A.ii of this section shall be proved by
means of civil works agreements and certificates of civil works, or by means of certificates
granted by the principals that approve the tasks carried out. Such certificates shall determine
the real established dates and terms of delivery of the facilities.
The background data submitted shall comply with all levels of quality and with the technical
requirements demanded in ANNEX XVI of THE PROCEEDINGS and Complementary
Proceedings.
If the BIDDER does not have the appropriate experience in construction, he shall foresee the
outsourcing of such services and prove the requirements set forth in this item as regards the
subcontractor. Additionally, the contractual terms that rule the relationship between the PPP
CONTRACTOR and the entity responsible for the construction of the proposed EHVTL and
TTSS shall be attached. The contractual documentation shall be executed by the time of the
signing of the PPP AGREEMENT.
B) Background data on the provision of the OPERATION AND MAINTENANCE
SERVICES of the EHVTL and TTSS.
REQUIREMENTS MINIMUM ACCEPTED
i. Maintenance of the overhead power transmission lines
and transformer stations that operate at a voltage equal
to or greater than five hundred kilovolts (500 kV) in the
last twenty (20) years.
Five (5) years.
ii. Operation of overhead power transmission lines and
transformer stations that operate at a voltage equal to
or greater than five hundred kilovolts (500 kV) in the
last twenty (20) years.
Five (5) years.
The requirements set forth in items 11.03.B.i and 11.03.B.ii of this section shall be proved by
means of agreements, or by means of certificates granted by the principals that approve the
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tasks carried out. Such certificates shall determine the real established dates and terms of the
provision of the OPERATION AND MAINTENANCE SERVICES.
If the BIDDER does not have the appropriate experience in the operation and maintenance
services, he shall foresee the outsourcing of such services and prove the requirements set forth
in this item as regards the subcontractor. Additionally, the contractual terms that rule the
relationship between the PPP CONTRACTOR and the entity responsible for the Operation and
Maintenance services shall be attached. The contractual documentation shall be executed by
the time of the signing of the PPP AGREEMENT.
C) Background data on Detailed Engineering
REQUIREMENTS MINIMUM ACCEPTED
i. Conduction of studies and drafting of electrical projects
for 500 kV facilities.
A project of at least 250 km.
Additionally, the BIDDER shall sign as sworn statement regarding the professionals that are
in charge of the Detailed Engineering:
The occurrence or non-occurrence of the termination, during the last ten (10)
years, of any agreement of detailed engineering.
The occurrence or non-occurrence of the termination, during the last three (3)
years, of any agreement of detailed engineering with remarks made by the
principal or by the relevant enforcement authority of the Argentine Republic or
a foreign jurisdiction.
If the BIDDER does not have the appropriate experience in Detailed Engineering, he shall
foresee the outsourcing of such service and prove the requirements set forth in this item as
regards the subcontractor. Additionally, the contractual terms that rule the relationship between
the PPP CONTRACTOR and the entity responsible for the drafting of the Detailed
Engineering shall be attached. The contractual documentation shall be executed by the time of
the signing of the PPP AGREEMENT.
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In the cases listed in Items 11.03. A), B), and C), the minimum technical condition required
shall be met by means of the proposal of partner companies that comprise the future PPP
CONTRACTOR. In this case, such companies shall be shareholders of the PPP
CONTRACTOR, and shall bear at least twenty percent (20 %) of the share capital.
D) Folder on the Technical Ability and the Organization of Civil Works.
Each BIDDER shall include a folder on the Technical Ability and the Organization of the Civil
Works containing the requirements set forth in ANNEX II of the REQUEST FOR
PROPOSALS.
It shall be especially significant the submission of Resources Sheets, which are included in the
Annex referred to in the previous paragraph. The aim of such sheets is the assessment of the
resources that the BIDDER plans to allocate to the PROJECT. Such sheets shall be determinant
for the acceptance or rejection of the BID.
The failure to submit the sheets with the details required therein shall be a reason to reject the
BID.
If any detail necessary to finish the building of the facilities and the performance of the tendered
services in this RPF and in the REFERENCE PROJECT has been omitted, the future PPP
CONTRACTOR shall build the facilities in accordance with the best practices in engineering
and duly appropriate for the operation, pursuant to the purposes for which they were designed
and to the provisions of the ENRE and/or the CONTRACTING ENTITY, as appropriate,
and/or the provisions set forth in the TECHNICAL LICENCES. The OPERATION AND
MAINTENANCE SERVICES shall be provided according to the services’ quality
requirements identified in this RPF and/or that may be set forth by CAMMESA and/or the
GOVERNMENT SECRETARIAT OF ENERGY and/or the provisions included in the
TECHNICAL LICENCES that shall be signed together with the PPP AGREEMENT, as well
as the Regulation issued and/or that may be issued by the ENRE.
The BID shall comply with all quality levels and with the technical requirements demanded in
Annex 16 ‘REGULATIONS OF THE TRANSMISSION SYSTEMS’ of THE
PROCEEDINGS and the Complementary Proceedings.
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The aforementioned requirements shall be applied to all stages or tasks that comprise the whole
process of the Project, Construction, Operation and Maintenance of the CIVIL WORK.
E) Participation of Working Groups:
Since the participation of working groups of the participating companies is required, the
background data on the performance of tasks of similar significance and kind to which this
Item refers to, may be included as background data of the companies that comprise the group
responsible for a task. In the event that two of more companies of the group feature the same
background data, the latter shall be deemed valid only for one of them.
Additionally, when different Members of a BIDDER take prevailing roles in the
CONSTRUCTION PERIOD or in the PERIOD FOR THE PROVISION OF THE
OPERATION AND MAINTENANCE SERVICES, in each case they shall fully comply with
the requirements requested for each period of the PPP AGREEMENT subject to the comments
of the CONTRACTING ENTITY.
Special attention shall be paid so that, in case of changes of share holdings, these requirements
are kept unscathed.
For those companies whose background data refers to business activities carried out in a foreign
jurisdiction, the BID shall include the relevant documentation that allows the CALLING
AUTHORITY to prove its content by authentic means:
• The background data corresponds to those companies.
• Their participation will be effectively carried out by means of their civil works staff,
including organization charts and background data on the staff.
• The way in which the participation will be carried out as regards the mechanical and
construction equipment allocated to this CIVIL WORK.
It shall be clearly interpreted that all the requirements regarding background data, ability and
restrictions applied have the only purpose of, during the stage of assessment of BIDS, analyzing
the ability to perform the CIVIL WORK within the terms set, which shall be only achieved by
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means of an organization based on the experience and human resources and the equipment
appropriately considered for this civil work.
Hence, the data submitted for the assessment of the BID shall prove that it has been collected
considering this purpose.
F) Technical Ability
In all cases, the BIDDER shall prove his technical ability by means of the submission of
certificates that prove he has satisfactorily complied with the performance of similar tasks to
the ones he offers to perform.
In all cases, the technical ability of the equipment proposed for each one of the performance
stages shall be proved independently. The flaws of a performance stage as a consequence of
companies or groups without experience or without enough resources to guarantee the full or
independent responsibility for the performance of the task may imply the total rejection of the
BID.
In the case of groups of two (2) or more companies, these documents shall be submitted for
each one of the companies comprising the group.
Item 11.04 Documentation proving the Financial Capacity
In order to be pre-qualified, the BIDDER shall prove the compliance with the following
requirements:
The BIDDER shall prove that he complies with the financial rates hereby established, by means
of the submission of the audited financial statements of the members of the BIDDER. A sworn
statement showing the economic and financial capacity already allocated to business activities
shall be attached.
i. Financial Status
a. Liquidity. The ratio between the Current Assets and the Current Liabilities shall be greater
than or equal to (> or =) one point ten (1.10).
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b. Solvency: The ratio between the Total Assets and the Total Liabilities shall be greater than
or equal to (> o =) one point twenty-five (1.25).
c. Acid Test: The ratio between the difference of the Current Assets and the Inventories plus
the Current Liabilities shall be greater than or equal to (> o =) zero point seventy (0.70).
d. Debt: The ratio between the Total Liabilities and the Net Worth shall be lesser than or equal
to (< o =) zero point ninety (0.90).
The aforementioned requirements shall be proved by means of the audited financial statements
of the members of the BIDDER corresponding to the last financial year closed as at December
31st, 2017. If there are any Financial Statements of financial years after the previously
mentioned date, such Financial Statements shall be submitted or, as appropriate, Patrimonial
Statements shall be included.
Regarding each one of the Financial Statements, a form shall be filled in pursuant to the
template attached in ANNEX III of the RFP, which shall be certified by a Certified Accountant
whose signature shall be legalized by the Professional Council of Economics or the competent
body.
In order to verify the fulfillment of these values, the rates arising out of the last full and closed
Financial Statement and Attached Tables or the average of the rates of at least two (2) out of
the three (3) last Financial Statements and Attached Tables submitted shall be considered
indistinctly.
The aforementioned requirements shall be met by all the Members of the BIDDER. Each one
of them shall be analysed according to the percentage of their share, which shall be estimated
considering the total of the committed share in the future special purpose vehicle. The
requirements shall be deemed fulfilled when the addition of the values arising out of the
mentioned analysis covers the minimum values established. The rates mentioned in this item
shall show admissible values at least in any three (3) out of the (4) ones required.
The corresponding consolidation, for the purposes of the provisions included in the previous
paragraph, shall be carried out by a Certified Accountant or by a Certified Accountants’ Firm,
which shall be responsible for such consolidation. The form included in Annex III of the RFP
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and each one of the Financial Statements or Patrimonial Statement shall be signed by such
Certified Accountant or Certified Accountants’ firm. The signature shall be legalized by the
Professional Council of Economics or the competent body.
The BIDDER and his Members, whichever his integration may be, shall attach a sworn
statement showing their economic and financial capacity already allocated to business
activities carried out in their country of origin or in the ARGENTINE REPUBLIC, whichever
the case may be.
ii. Financial Statements
a. A duly signed and legalized copy by a Certified Accountant or by a Certified
Accountants’ Firm of the Financial Statements (Annual Financial Statement, Balance Sheet
and Income Statement) corresponding to the last three (3) financial years as at December 31st,
2017, or, if any, Financial Statements corresponding to financial years that have closed after
the aforementioned date.
Such Financial Statements shall be approved by the competent partnership body. An opinion
from an Accounting Auditor shall be also required, considering the Rules of the Argentine’s
Federation of Professional Councils of Economics or from the Professional Councils of
Economics or similar bodies from the country where the Member was created.
It shall be sufficient that the original copy is signed. The signature of the Certified Accountant
or the Certified Accountants’ Firm shall be legalized by the Professional Council of Economics
or by the competent body and, when appropriate, it shall be submitted to the Consulate and
legalized by means of an Apostille.
If any of the members of the BIDDER do not observe the requirement demanded in this item,
their total share shall not jointly exceed FIFTEEN PERCENT (15 %) and shall not be
considered for the compliance with the economic and financial requirements previously
established.
As defined in this item, only the economic, financial and patrimonial strength of the future
members of the PPP CONTRACTOR shall be assessed.
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b. In the case of individuals that are not obliged to submit Balance Sheets or Financial
Statements, a Patrimonial Statement of the THREE (3) last calendar years shall be attached.
Additionally, it shall be certified by a Certified Accountant or a Certified Accountants’ Firm.
Such signature shall be duly legalized by the Professional Council of Economics or any
competent body.
c. An opinion of the certifying auditor of the Financial Statements submitted or from the
Certified Accountant or from the certifying Certified Accountants’ Firm of the Patrimonial
Statement shall be included to prove the lack of negative significant variations that may have
occurred and the patrimonial solvency arising out of the Financial Statements or Patrimonial
Statement, as appropriate, of each one of the members of the BIDDER during the period
between the date of the last Financial Statement or Patrimonial Statement, as appropriate,
submitted and the date of the call for TENDERS.
The signature of the certifying professional shall be legalized by the Professional Council of
Economics or by a competent body.
If the opinion of the accounting auditor showed significant negative variations in the Financial
Statements or Patrimonial Statement, as appropriate, between the closing date of the last
financial year and the date of this Call for Tenders, the BIDDER or any of its Members shall
submit the necessary documentation arising out of the audited data to prove that he complies
with the previous economic requirements.
d. If any of the members does not feature a minimum number of two (2) financial years, the
required documentation may be replaced by means of a copy of the last Financial Statement or
the Financial Statement corresponding to the beginning of the business activities or by means
of an accounting certificate of the assets and the net worth of such member as at September
30th, 2018, considering the provisions set forth in the RFP.
If the financial statements are expressed in a currency other than DOLLARS, the
documentation issued by the monetary authority of the country of origin shall be attached.
Otherwise, a sworn statement signed by the BIDDER or the member of the BIDDER shall be
attached identifying the official exchange rate of the currency in which the accounting
statements are expressed in relation to the DOLLAR at the date of closing.
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Item 11.05 Correction of Omissions or Formal Errors
After the opening of ENVELOPE N° 1, the CALLING AUTHORITY shall have the
discretionary power to ask the BIDDERS to correct the omissions or the formal errors in which
they may have incurred in their submissions, as long as the principle of equity of the other
BIDDERS is not altered.
Section XII. CONTENT OF ENVELOPE N°2
ENVELOPE N° 2 shall enclose the ECONOMIC BID, which shall be issued according to the
provisions set forth in the REQUEST FOR PROPOSALS and by means of the form included
in ANNEX IV of such RFP.
If the form of the ECONOMIC BID annexed to the REQUEST FOR PROPOSALS were not
signed by the REPRESENTATIVE, it shall be considered that the ECONOMIC BID has not
been submitted.
Section XIII. SUBMISSION AND RECEIPT OF BIDS
Item 13.01 Submission of Bids
The BIDS shall be submitted in the location, on the BUSINESS DAY and at the time provided
in the schedule. If the day scheduled for the submission of the BIDS were a non-business day,
such act shall occur on the first BUSINESS DAY following such scheduled date, at the same
scheduled time.
The BIDS shall be submitted by a BIDDER´s bearer of a power of attorney, who shall hold a
copy of the instrument that proves his capacity. Such copy shall be duly certified by a Notary
Public.
The Notary Public of the National General Notary´s Office of the Ministry of Justice and
Human Rights or, failing this, the Notary Public appointed by the CALLING AUTHORITY to
chair the opening of the BIDS at the scheduled time limit for their submission, shall personally
supervise the submission of such bids. He shall also perform the closing of the BID RECEIPT
AND OPENING RECORD.
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In all the cases, the BIDDER shall be the only one responsible for the timely submission of his
BID.
Once the time limit scheduled for the reception of the BIDS has passed, no other bids shall be
received, even though the opening act has not started.
Whenever the BID is submitted at the site where the submission of BIDS is recorded, and it is
submitted before the date and time limit set forth in the schedule for such purpose, it shall be
considered that the BID has been submitted within the set term.
For such purpose, the time in the Autonomous City of Buenos Aires of the Argentine Republic
(UTC-03:00), where the CALLING AUTHORITY is located, shall be considered the official
time.
Item 13.02 Receipt of Bids
The Notary Public of the National General Notary´s Office of the Ministry of Justice and
Human Rights or, failing this, the Notary Public appointed by the CALLING AUTHORITY to
chair the receipt of BIDS, shall record the receipt of the BIDS in the BID RECEIPT AND
OPENING RECORD, according to the order of submission. He shall record (i) the name of the
BIDDER or the members that comprise the BIDDER, (ii) the bidder´s address for the purpose
of receiving notifications, (iii) date and time of receipt, and (iv) the name of the
REPRESENTATIVE.
The CALLING AUTHORITY shall issue a receipt as a proof of having received the BID within
the time set. Such receipt shall include all the aforementioned information and any other
necessary piece of information or comment. In all cases, the BIDDER shall be responsible for
obtaining the corresponding receipt.
Item 13.03 Agreement with the provisions of the RFP
The submission of the BID implies the knowledge and agreement with all the provisions set
forth in the REQUEST FOR PROPOSALS, in the PPP AGREEMENT and in its ANNEXES,
as well as with the APPLICABLE LAW included therein. No contrary evidence shall be
allowed.
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The submission as a BIDDER shall also imply the waiver to make any judicial or extrajudicial
claim on account of the disagreement with the provisions set forth in the REQUEST FOR
PROPOSALS.
Item 13.04 Withdrawal of Bids
Once the BID has been submitted, the BIDDERS shall be able to discontinue their participation
in the TENDER; however, they shall not withdraw their BID.
The CALLING AUTHORITY shall enforce the BID BOND of everyone who discontinues his
participation in the TENDER after the date and time limit for the submission of BIDS.
Section XIV. OPENING OF BIDS
Item 14.01 Envelope N° 1
Once the BIDS receipt is over, the opening of ENVELOPE N° 1 shall follow –according to the
order of receipt. Such opening shall require the presence of the Notary Public of the National
General Notary´s Office of the MINISTRY OF JUSTICE AND HUMAN RIGHTS or, failing
this, the Notary Public appointed by the CALLING AUTHORITY, the appointed officials of
the relevant agencies and everyone who wishes to participate in such act. All the
aforementioned shall be able to verify the existence, amount and origin of the envelopes, boxes
or packages ready to be opened.
Item 14.02 Bid Bond
Once the opening of ENVELOPE N° 1 has been carried out, the submission of the BID BOND
by each BIIDDER shall be verified and recorded in the RECEIPT AND OPENING RECORD.
Item 14.03 Remaining Documents
As regards ENVELOPES N° 2, their effective closing shall be verified, and the Notary Public
of the National General Notary´s Office of the MINISTRY OF JUSTICE AND HUMAN
RIGHTS or, failing this, the Notary Public appointed by the CALLING AUTHORITY shall
stamp his seal and signature for their further and eventual consideration. Such envelopes shall
be kept in custody of such Notary Public.
Item 14.04 Receipt and Opening Report
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The RECEIPT AND OPENING REPORT shall be signed by the Notary Public of the National
General Notary´s Office of the MINISTRY OF JUSTICE AND HUMAN RIGHTS or, failing
this, by the Notary Public appointed by the CALLING AUTHORITY, by the officials
appointed for such purpose and by the present BIDDERS who wish to do it. Interruptions
during the opening act shall not be allowed. Comments shall be made at the end of such act,
which, in turn, shall be recorded in the RECEIPT AND OPENING RECORD.
Item 14.05 Opinion of the Evaluating Committee
After analyzing ENVELOPE N° 1, the EVALUATING COMMITTEE shall issue the PRE-
QUALIFICATION EVALUATION OPINION.
Item 14.06 Envelope N° 2
ENVELOPES N° 2 that have been kept in custody of the Notary Public of the National General
Notary´s Office of the MINISTRY OF JUSTICE AND HUMAN RIGHTS involved in such
act, or, failing this, the Notary Public appointed by the CALLING AUTHORITY, shall be
opened in a new act called by the CALLING AUTHORITY.
After five (5) minutes past the time set by the CALLING AUTHORITY, ENVELOPES N° 2
shall be opened in the location established by such authority and in the same order as they have
been received.
Item 14.07 Prohibition to Amend the Bid
The submission of the BID shall preclude the possibility of amending it. After its submission
and during all the TENDER process, no alteration in the spirit of the BIDS shall be allowed.
Item 14.08 Bid Validity Term
The BIDDERS shall keep their BIDS valid for a term of one-hundred and twenty (120)
consecutive DAYS as of the opening date.
Such term shall be automatically renewed for a term which is equal to the original term, unless
the BIDDER expressly states his wish of not renewing the bid validity term at least ten (10)
consecutive DAYS prior to the expiration of each term. The BID BOND shall include a
provision that guarantees such BID in the same conditions as the ones mentioned.
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Section XV. REJECTION OF BIDS
The BIDS shall be rejected if:
i. They do not comply with the requirements for the submission of the BID according to
the content of ENVELOPE N° 1 and ENVELOPE N° 2, pursuant to the requirements
set forth in Section XI and Section XII (as appropriate) of the REQUEST FOR
PROPOSALS.
ii. They do not include the BID BOND according with the provisions set forth in the RFP.
iii. The pages of the documentation comprising the TECHNICAL BIDS included in
ENVELOPE N° 1 are not all signed by the BIDDER´s REPRESENTATIVE. In the
event that some pages were signed and others were not, the CALLING AUTHORITY
shall ask for the BIDDER to remedy this within a term of five (5) BUSINESS DAYS.
iv. The ECONOMIC BID included in ENVELOPE N° 2 were not submitted or were not
signed by the REPRESENTATIVE.
v. The BIDS were subject to conditions or were deviated from the provisions set forth and
required by the REQUEST FOR PROPOSALS.
Section XVI. INSPECTION OF THE BIDS
The BIDS shall be shown to the BIDDERS for a minimum term of five (5) BUSINESS DAYS,
counted as of the first following BUSINESS DAY after the opening of ENVELOPE N° 1.
The BIDDERS shall inspect ENVELOPES N° 2 in the opening act of such envelopes. Such
inspection of ENVELOPES N° 2 shall be recorded.
The BIDDERS shall request a copy of the BIDS submitted by the other BIDDERS. Such copy
shall be provided in digital version (CD, DVD or pen drive), which shall be provided by the
bidder which requests the inspection.
Section XVII. ASSESSMENT OF BIDS
Item 17.01 Evaluating Committee
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The EVALUATING COMMITTEE shall be responsible for the assessment of the BIDS. The
CALLING AUTHORITY, by means of an administrative act, shall appoint such Committee
for such purpose with the only limitation that those who have competence to authorize the call
for tenders or for the TENDER AWARD shall not be appointed for such purpose.
Item 17.02 Duties of the Evaluating Committee
The EVALUATING COMMITTEE shall be responsible for:
a) Carrying out every assessing process set forth in the REQUEST FOR
PROPOSALS;
b) Requesting for all relevant clarifications related to the BIDS submitted by the
BIDDERS and addressing all the queries made by the BIDDERS during the BIDS’
assessment process, together with the CALLING AUTHORITY. Such activity shall not
alter the essential conditions of the BIDS, in order to respect the principle of equity of
the BIDDERS;
c) Monitoring the compliance with the legal, technical, financial and economic
requirements and with the formal requirements of the REQUEST FOR PROPOSALS;
accepting or rejecting the bonds provided; and analyzing the submitted documents;
d) Suggesting the rejection of the BIDS that are not consistent with the REQUEST
FOR PROPOSALS;
e) Notifying the BIDDERS to remedy mistakes or omissions that the BIDS may
have;
f) Issuing the PRE-QUAQLIFICATION EVALUATION OPINION and the
ECONOMIC BID EVALUATION OPINION;
g) The opinions issued by the EVALUATING COMMITTEE shall be based on
the compliance with the requirements of the REQUEST FOR PROPOSALS, the
eligibility of the BIDS and its assessment in accordance with the terms set forth in this
REQUEST FOR PROPOSALS. Such opinions may include any necessary
recommendations, when appropriate.
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Item 17.03 Sessions of the Evaluating Committee
In order to hold sessions and issue valid opinions, the EVALUATING COMMITTEE shall be
subject to the following rules:
a) In order for the EVALUATING COMMITTEE to operate, a quorum of the
totality of its members shall be achieved. In the event of absence of any of its members
or duly justified impossibility to assist, such quorum shall be completed with the
respective alternates;
b) The agreements shall be reached by the absolute majority of its members,
calculated over the totality of its members.
c) In the event that the EVALUATING COMMITTEE uses its powers to request
the involvement of technical experts or to ask for reports to public or private institutions
that have such specific knowledge, in accordance with the provisions set forth in
subsection 24 of Section 12 of the PPP REGULATORY DECREE, the term to issue an
opinion shall be suspended until the requested reports are issued.
d) In the same way, the term to issue the PRE-QUALIFICATION EVALUATION
OPINION by the EVALUATING COMMITTEE shall be suspended during the term
assigned to the BIDDERS to remedy mistakes or omissions on the BIDS.
e) The opinions of the EVALUATING COMMITTEE shall not be binding and
shall not be objected.
Section XVIII. ASSESSMENT OF BIDS - PRE-QUALIFICATION
Item 18.01 Envelope N° 1 – Pre-qualification
Pre-qualification is the period from the submission of ENVELOPES N°1 to the
EVALUATING COMMITTEE until the notice of the PRE-QUALIFICATION
EVALAUTION OPINION.
The BIDS’ assessment stage is confidential. Therefore, the inspection of the files shall not be
allowed during such stage.
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The EVALUATING COMMITTEE shall analyse the BIDS specifying which ones meet the
requirements demanded in this REQUEST FOR PROPOSALS. Additionally, it shall verify the
legal and technical features of the BIDDERS and their BIDS.
In the event that the EVALUATING COMMITTE finds any rectifiable mistake or omission,
it shall notify the BIDDER to remedy such mistakes or omissions within the term of three (3)
BUSINESS DAYS.
The possibility to remedy unessential mistakes or omissions in the BIDS shall be understood,
in all cases, as a possibility for the CALLING AUTHORITY to have the greatest possible
amount of valid BIDS.
The failures may be remedied regarding any issue related to the verification of historical data
recorded in databases of public bodies, and regarding mistakes in documents or omissions at
the time of submitting the documents but which do not have any incidence in the comparative
analysis of the BIDS.
The correction of mistakes or omissions shall be spontaneously issued by the BIDDER, and it
shall not be used to alter the spirit of the BID or to improve it or to take advantage with relation
to other BIDDERS.
Item 18.02 Reliability of the Bid
The EVALUATING COMMITTEE shall request for technical reports when it reasonably
presumes that the BID will not be duly fulfilled.
If, based on the technical reports, it is deduced that it will not be possible to duly fulfill the
requirements of the BID, such BID shall be disregarded.
For such purpose, further details on the elements of the BID shall be requested to the
BIDDERS. Such details shall not imply the alteration of the BID.
Item 18.03 Pre-qualification Evaluation Opinion
The EVALUATING COMMITTEE shall assess the quality of the BIDDERS (ENVELOPE N°
1) by means of a well-funded PRE-QUALIFICATION EVALUATION OPINION. Such
opinion shall include the following information:
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i. Accepted BIDDERS;
ii. Rejected BIDDERS.
Accepted BIDDERS shall be considered PRE-QUALIFIED BIDDERS.
Item 18.04 Term to Issue the Pre-qualification Evaluation Opinion
The PRE-QUALIFICATION EVALUATION OPINION shall be issued within the term of
thirty (30) consecutive days as of the first BUSINESS DAY immediately following the BIDS
receipt date by the EVALUATING COMMITTEE.
Such term shall only be extended for exceptional reasons, which shall be duly founded by the
EVALUATING COMMITTEE in its PRE-QUALIFICATION EVALUATION OPINION.
For such purpose, the request to a BIDDER of further details or additional information by the
EVALUATING COMMITTEE for the purpose of properly analyzing his BID shall be
considered an exceptional circumstance.
The PRE-QUALIFICATION EVALUATION OPINION shall be published at the SSPPP’s
website and at the CALLING AUTHORITY’s website.
Section XIX. ECONOMIC BIDS ASSESSMENT STAGE
Item 19.01 Envelope N° 2
Once the assessment stage of ENVELOPES N° 1 has finished, the respective ENVELOPES
N° 2 shall be opened:
The CALLING AUTHORITY shall proceed to open ENVELOPES N° 2 of the PRE-
QUALIFIED BIDDERS on the date set in the schedule, before the Notary Public appointed to
keep such envelopes in custody in the RECEIPT AND OPENING RECORD.
The ECONOMIC BID enclosed in ENVELOPE N°2 shall be irrevocable and it shall not be
amended. The BIDDERS shall be able to inspect the ECONOMIC BIDS in the same opening
act of ENVELOPE N° 2, which shall be duly recorded.
Once the BIDDERS have inspected the BIDS, the CALLING AUTHORITY shall refer the
ECONOMIC BIDS to the EVALUATING COMMITTEE in the same act.
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Under no circumstance shall the CALLING AUTHORITY allow for any amendment to the
ECONOMIC BID enclosed in ENVELOPE N° 2 submitted by the BIDDERS.
Item 19.02 Assessment of the Economic Bids
The EVALUATING COMMITTEE shall assess the ECONOMIC BIDS by means of the
ECONOMIC BIDS EVALUATION OPINION, which shall include the recommendation on
the order of merit proposed by the CALLING AUTHORITY for the purpose of the AWARD.
The EVALUATING COMMITTEE shall apply the criteria for the analysis and assessment of
the ECONOMIC BIDS described in this REQUEST FOR PROPOSALS.
The EVALUATING COMMITTEE shall give preference to the BIDDER who has offered the
lower amount in DOLLARS of ANNUAL FEE for the PPP AGREEMENT.
Item 19.03 Tie
(a) Cases of Tie
There shall be a tie between BIDS when two (2) or more PRE-QUALIFIED BIDDERS have
offered the same amount for the ECONOMIC BID.
If a tie is confirmed, the CALLING AUTHORITY shall request for an improvement of the
ECONOMIC BIDS within the term of one (1) BUSINESS DAY, counted as of the date of the
notice requesting such improvement of the BID.
The tied BIDDERS may submit a new ECONOMIC BID. Such BIDS shall comply with the
same formalities as the original ECONOMIC BID.
If the tie persists, the award shall be determined by drawing lots among the BIDDERS that are
still tied, by means of a raffle cage system. Such act shall guarantee transparence and it shall
be duly published.
Item 19.04 Term to issue the Economic Bids Evaluation Opinion
The ECONOMIC BIDS EVALUATION OPINION shall be issued within the term of four (4)
consecutives days counted as of the first BUSINESS DAY immediately following the opening
date of ENVELOPE N° 2.
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Such term shall only be extended for exceptional reasons, which shall be duly founded by the
EVALUATING COMMITTEE in its ECONOMIC BIDS EVALUATION OPINION. For such
purpose, the request to a BIDDER of further details or additional information by the
EVALUATING COMMITTEE for the purpose of properly analyzing its ECONOMIC BID
shall be considered an exceptional circumstance.
Item 19.05 Publishing of the Economic Bids Evaluation Opinion
The ECONOMIC BIDS EVALUATON OPINION shall not be objected and it shall be
published at the SSPPP’s website and at the CALLING AUTHORIUTY’s website.
Section XX. SSPPP’S INTERVENTION
Before the AWARD, the CALLING AUTHORITY shall ask for the SSPP´s intervention in
order for it to issue its opinion regarding the selection procedure performed, in accordance with
the provisions set forth in Section 15 of the PPP LAW.
Section XXI. AWARD
Item 21.01 Award Criteria
The AWARD shall be granted to the BID considered to be the most suitable for public interest
in accordance with the conditions set forth in the request for proposals of the TENDER, and
with the selection criteria set forth in the REQUEST FOR PROPOSALS.
The BIDDER which has offered the lower amount in DOLLARS of ANNUAL FEE for the
PPP AGREEMENT as a PRE-QUALIFIED BIDDER shall be the SUCCESSFUL BIDDER.
Item 21.02 Competent Authority – Notice
The AWARD shall be conducted by the CALLING AUTHORITY and it shall be notified to the
SUCCESSFUL BIDDER and to the remaining BIDDERS within the term of three (3)
BUSINESS DAYS after the AWARD administrative act.
Item 21.03 Objection
The AWARD shall be objected by the BIDDERS which are entitled to do it by means of and
according to the terms provided in Law N° 19,549 and its regulations.
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Item 21.04 Withdrawal of the Successful Bidder
The BIDDERS which have withdrawn their BIDS before the AWARD and within the BID
validity term shall be punished with the enforcement of the BID BOND. The BIDDER to be
selected, if it is considered suitable for public interest, shall be the one which has made the
following most suitable valid BID and so on, until the AWARD is granted.
Section XXII. DISCRETION OF THE CALLING AUTHORITY
The submission of the BID shall not compel the CALLING AUTHORITY to enter into an
agreement, which means that it may reject all the submitted BIDS if it considers that such bids
do not properly serve the public interest committed in this TENDER, without undertaking any
responsibility.
The CALLING AUTHORITY shall not undertake any responsibility for the call for TENDERS
and shall partially or totally render it invalid at any stage of its process prior to the execution
of the PPP AGREEMENT. It shall not be compelled to give specific reason or excuses or pay
any compensation for such decision.
The CALLING AUTHORITY shall award a BID, according to the terms set forth in the
REQUEST FOR PROPOSALS, even if there were only one BIDDER.
Section XXIII . PPP CONTRACTOR PARTNERSHIP
Item 23.01 Creation
Before executing the PPP AGREEMENT, the SUCCESSFUL BIDDER shall register the PPP
CONTRACTOR as a corporation in the Public Record corresponding to the corporate domicile
in the Argentine Republic, in order to act as PPP INDEPENDENT CARRIER, in accordance
with THE PROCEEDINGS and with the requirements set forth in the PPP AGREEMENT,
which is included in this REQUEST FOR PROPOSALS in ANNEX I.
The PPP CONTRACTOR´s share capital shall consist of two types of shares: (i) CLASS A
SHARES, and (ii) CLASS B SHARES. Both shall be non-transferable registered shares,
pursuant to Section 33 of Law N° 24,065.
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The PPP CONTRACTOR shall be comprised of: (i) in the event that the SUCCESSFUL
BIDDER comprises only one legal entity, the partner that issued the BID shall be considered
the only partner of the PPP CONTRACTOR; (ii) in the event that the SUCCESSFUL BIDDER
comprises more than one legal entity, the same percentages of shares in the PPP
CONTRACTOR partnership of the SUCCESSFUL BIDDER shall be kept.
Item 23.02 Business Purpose
The only and exclusive business purpose of the PPP CONTRACTOR partnership shall be the
fulfillment of the PPP AGREEMENT.
The SUCCESSFUL BIDDER shall set a term of existence of the partnership of, at least, more
than three (3) YEARS than the effectiveness of the PPP AGREEMENT, so as to be able to
fulfill eventual responsibilities and deal with the claims that may arise.
Item 23.03 Non-compliance with the Creation of the PPP Contractor partnership
Failure to create the PPP CONTRACTOR partnership within the terms and under the terms set
forth in this REQUEST FOR PROPOSALS shall empower the CALLING AUTHORITY to
enforce the BID BOND and award the PPP AGREEMENT –if it considers it suitable for public
interest– to the BIDDER that follows in the order of merit.
Section XXIV. EXECUTION OF THE PPP AGREEMENT
Item 24.01 Term for the Execution of the PPP Agreement
The PPP AGREEMENT shall be signed within the term of thirty (30) consecutive days
immediately following the notice date of the AWARD administrative act. Such term may be
extended by the CALLING AUTHORITY, prior notice to the SUCCESSFUL BIDDER by
authentic means.
Item 24.02 – Requirements prior to the execution of the PPP Agreement
When signing the PPP AGREEMENT, the SUCCESSFUL BIDDER shall:
a. Prove, to the CALLING AUTHORITY and the CONTRACTING ENTITY´s
satisfaction, the execution of the FINANCIAL CLOSE BOND and the CIVIL WORK
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AND INTEGRITY BOND in the form, manner and in accordance with the provisions
set forth in Section XXV.
b. Prove the creation of the PPP CONTRACTOR partnership in accordance with the
provisions set forth in Section XXIII of this REQUEST FOR PROPOSALS, which
shall be responsible for the signing and execution of the PPP AGREEMENT until its
total termination.
c. Submit a certified and duly legalized copy of the PPP CONTRACTOR´s corporate
bylaws, which shall include the relevant provisions set forth in the PPP AGREEMENT.
d. Submit a certified and duly legalized copy, which proves that its internal bodies have
agreed on the signature of the PPP AGREEMENT.
e. Prove the implementation of the Integrity Program required by virtue of Sections 22
and 23 of Law N° 27,401.
f. Prove the signing of the TECHNICAL LICENCES granted by the CARRIERS.
g. Prove the compliance with the ‘Integrity Requirements for Purchases’ provided in Item
I of the INTEGRITY FRAMEWORK attached to the PPP AGREEMENT as SUB-
ANNEX I-12, in accordance with the scopes detailed therein.
Item 24.03 Non-compliance with the Requirements by the PPP Contractor
In the event that the PPP CONTRACTOR does not submit in due time and form the
documentation detailed in Item 24.04, the CALLING AUTHORITY shall (i) render the
AWARD invalid; (ii) enforce the BID BOND; and, (iii) if it considers it suitable for public
interest, award the PPP AGREEMENT to the PRE-QUALIFIED BIDDER that has submitted
the second better ECONOMIC BID.
Item 24.04 Non-signing by the Contracting Entity
If the CONTRACTING ENTITY were not able to sign the PPP AGREEMENT within the term
of sixty (60) DAYS as of the notice of the AWARD, the SUCCESSFUL BIDDER may request
for its invalidation and the return of the BID BOND. However, this shall not entitle him to
claim any compensation.
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Section XXV. BONDS.
Item 25.01 Bonds to be executed
All BIDDERS shall execute a BID BOND. Additionally, at the EXECUTION DATE, the PPP
CONTRACTOR shall execute and submit the following BONDS to the CONTRACTING
ENTITY: (i) FINANCIAL CLOSE BOND, and (ii) CIVIL WORK AND INTEGRITY BOND.
Item 25.02 Way to execute the Bonds
The BONDS and the BID BOND shall be executed as bonds on demand. A document shall be
deemed a bond if it is executed by means of one or more (including a combination of them)
bonds executed in any of the following ways:
(a) Bank Deposit
By means of a bank deposit in the account held by the CONTRACTING ENTITY which it has
identified, or may identify for this purpose, to the PPP CONTRACTOR’s request.
(b) Bank Guarantee
By means of a bank guarantee issued by: (a) a financial entity authorized to operate in the
Argentine Republic by the Banco Central de la República Argentina; or (b) a foreign financial
entity that features a credit rating of its debt granted by any CREDIT RATING AGENCY
regarding its non-guaranteed long-term debt; such rating shall be at least equal to the
international rating of the sovereign debt of the Argentine Republic.
(c) Letter of Credit
By means of a stand-by letter of credit issued by: (a) a financial entity authorized to operate in
the Argentine Republic by the Banco Central de la República Argentina, or (b) a foreign
financial entity that features a credit rating of its debt granted by any CREDIT RATING
AGENCY regarding its non-guaranteed long-term debt; such rating shall be at least equal to
the international rating of the sovereign debt of the Argentine Republic.
Item 25.03 Beneficiary of the Bonds and of the Bid Bond
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The beneficiary of the BONDS and the BID BOND, in every case, shall be the CALLING
AUTHORITY. The number of the TENDER and the identification of the PPP AGREEMENT
shall be identified in every document, when appropriate.
Item 25.04 Costs of the Execution of the Bonds and Bid Bond
In the event of enforcement of any of the bonds included in this section, any incomes derived
from such enforcement shall be added to the amounts which the CALLING AUTHORITY is
entitled to receive pursuant to the RFP and to the PPP AGREEMENT.
Item 25.05 Bid Bond
To guarantee the validity of the BID and the obligations set forth in this REQUEST FOR
PROPOSALS, the BIDDERS shall execute an unconditional and irrevocable BID BOND, on
demand, to the CALLING AUTHORITY for an amount of FIFTEEN MILLON DOLLARS
(USD 15,000,000.00).
If the BIDDER comprises more than one legal entity, the BID BOND shall be issued by the
future CONTROLLING SHAREHOLDER of the BIDDER after the award of his bid.
If the BIDDER: (a) reports the withdrawal of his BID before the expiration of the original term
of the validity of such bid; (b) distorts the data included as sworn statement; (c) does not sign
the PPP AGREEMENT according to the provisions set forth in the REQUEST FOR
PROPOSALS; or (d) does not execute the CIVIL WORK AND INTEGRITY BOND and the
FINANCIAL CLOSE BOND in the way, manner and pursuant to the provisions of the RFP,
the BID BOND of such BIDDER shall be enforced.
The CALLING AUTHORITY, in those cases, shall enforce the BID BOND without having to
send a previous administrative or judicial notice and without creating any right to claim or
compensation of any kind by the BIDDER.
(a) Term
The BID BOND shall be effective for a term of ONE HUNDRED AND TWENTY (120)
consecutive DAYS as of the date when the opening of the ENVELOPES N° 1 set forth in the
CALL FOR TENDERS occurs. Such bond shall be automatically renewed if the AWARD does
not occur, except that the BIDDER expressly states his intent not to renew the validity term of
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the bond with a prior notice of at least ten (10) consecutive DAYS at the expiration of each
term.
The BID BOND shall include a provision that guarantees such BID in the same mentioned
conditions.
(b) Return
The BID BOND shall be returned to the SUCCESSFUL BIDDER after the execution of the
PPP AGREEMENT.
The BID BOND shall be returned to the remaining BIDDERS within ten (10) days after the
notice of the AWARD, or as of the effective date of the AWARD as regards any BIDDER that
has objected the act.
Item 25.06 Financial Close Bond
(a) Purpose of the Financial Close Bond
The PPP CONTRACTOR shall execute a FINANCIAL CLOSE BOND in order to guarantee
the observance of his obligation to reach the FINANCIAL CLOSE within the terms set forth
in the definition of FINANCIAL CLOSE SCHEDULED DATE.
(b) Effectiveness of the Financial Close Bond
The FINANCIAL CLOSE BOND shall be executed on the EXECUTION DATE and shall
be effective until the notice of the decision by the CONTRACTING ENTITY of acceptance
of the FINANCIAL CLOSE, or until the expirations all terms provided in the definition of
FINANCIAL CLOSE SCHEDULED DATE, whichever comes first.
(c) Initial Amount of the Financial Close Bond and its Potential
Extensions
The FINANCIAL CLOSE BOND shall be executed on the EXECUTION DATE and until
the expiration of the term of six (6) MONTHS as of the EXECUTION DATE, for an amount
equal to two percent (2 %) of the INVESTMENT PAYMENT SECURITIES FEE
REQUIRED TOTAL AMOUNT.
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If the FINANCIAL CLOSE does not occur during the initial term of six (6) MONTHS as of
the EXECUTION DATE, the PPP CONTRACTOR may opt to extend the FINANCIAL
CLOSE SCHEDULED DATE by increasing the amount of the FINANCIAL CLOSE BOND
which, in this case, shall be executed by an amount equal to two point twenty-five (2.25 %)
of the INVESTMENT PAYMENT SECURITIES FEE REQUIRED TOTAL AMOUNT
during the timeframe between six (6) and nine (9) MONTHS as of the EXECUTION DATE.
If the FINANCIAL CLOSE does not occur within the timeframe comprised between six and
nine (9) MONTHS as of the EXECUTION DATE, the PPP CONTRACTOR may opt to
extend the FINANCIAL CLOSE SCHEDULED DATE by increasing the amount of the
FINANCIAL CLOSE BOND which, in this case, shall be executed by an amount equal to
two point seventy-five (2.75 %) of the INVESTMENT PAYMENT SECURITIES FEE
REQUIRED TOTAL AMOUNT during the timeframe between nine (9) and twelve (12)
MONTHS as of the EXECUTION DATE.
If there is a credit according to the definition of FINANCIAL CLOSE SCHEDULED DATE,
the PPP CONTRACTOR may opt to extend the FINANCIAL CLOSE SCHEDULED DATE
for a maximum term of three (3) additional MONTHS to the twelve (12) months term as of
the EXECUTION DATE. The amount of the effective FINANCIAL CLOSE BOND for the
timeframe between nine (9) and twelve (12) months as of the EXECUTION DATE shall not
be changed.
(a) Return of the Financial Close Bond
The CONTRACTING ENTITY shall return the FINANCIAL CLOSE BOND to the PPP
CONTRACTOR when the PPP CONTRACTOR increases the amount of the CIVIL WORK
AND INTEGRITY BOND, according to the provisions of the PPP AGREEMENT.
(b) Reasons for the Enforcement of the Financial Close Bond
The CONTRACTING ENTITY shall enforce or shall make enforce the FINANCIAL CLOSE
BOND in the event of failure to reach the FINANCIAL CLOSE, according to the provisions
of the PPP AGREEMENT.
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Item 25.07 Civil Work and Integrity Bond
(a) Purpose of the Civil Work and Integrity Bond
The PPP CONTRACTOR shall execute, on the EXECUTION DATE, the CIVIL WORK
AND INTEGRITY BOND to guarantee the performance of the CIVIL WORK and the
INTEGRITY FRAMEWORK, within the terms set forth and according to the provisions
established in the CONTRACT DOCUMENTS.
(b) Effectiveness of the Civil Work and Integrity Bond
The CIVILWORK AND INTEGRITY BOND shall be effective as of the EXECUTION
DATE and until the expiration of the term of ONE (1) YEAR, which shall be counted as of
the COMMERCIAL OPERATION DATE.
(c) Amount of the Civil Work and Integrity Bond
The CIVIL WORK AND INTEGRITY BOND shall be executed for the following amounts: (i)
as of the EXECUTION DATE and until the notice of the decision by the CONTRACTING
ENTITY of the acceptance of the FINANCIAL CLOSE, for two point five percent (2.5 %) over
the INVESTMENT PAYMENT SECURITIES FEE REQUIRED TOTAL AMOUNT, and (ii) as
of the notice of the decision by the CONTRACTING ENTITY of the acceptance of the
FINANCIAL CLOSE and until the expiration of the term of ONE (1) YEAR counted as of the
COMMERCIAL OPERATION DATE, for an amount equal to four point five percent (4.5 %)
calculated over the amount of the INVESTMENT PAYMENT SECURITIES FEE REQUIRED
TOTAL AMOUNT.
(d) Renewal of the Civil Work and Integrity Bond
The CIVIL WORK AND INTEGRITY BOND subject to expiration shall be issued for an
effectiveness of, at least, one (1) YEAR and shall be successively renewed at least thirty (30)
days in advance, prior to its expiration date and for an additional term of, at least, one (1) year
or a shorter term, when appropriate.
Additionally, it shall be provided that, in case of lack of renewal on the thirtieth (30°) DAY
prior to its expiration, at most, the CONTRACTING ENTITY may enforce such CIVIL
WORK BOND.
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(e) Precautionary Enforcement of the Civil Work and Integrity Bond
The CIVIL WORK AND INTEGRITY BOND subject to expiration shall provide that, in case
of lack of renewal on the thirtieth (30°) DAY prior to its expiration, at most, the
CONTRACTING ENTITY may enforce such CIVIL WORK AND INTEGRITY BOND.
If the CONTRACTING ENTITY enforces the CIVIL WORK AND INTEGRITY BOND in a
precautionary way, whoever has executed such CIVIL WORK AND INTEGRITY BOND shall
deposit the corresponding amount in the CONTRACTING ENTITY’s account that the latter
has chosen for that purpose.
The PPP CONTRACTOR shall have the right to ask for the return of the amount deposited as
guarantee or the amount that has been precautionary enforced to the CONTRACTING
ENTITY, if the reason that led to the decision of the precautionary enforcement of such bond
is dismissed by means of a final decision.
(f) Replacement of the Civil Work and Integrity Bond
Within the term of twenty (20) BUSINESS DAYS after the total or partial enforcement of the
CIVIL WORK AND INTEGRITY BOND by THE CONTRACTING ENTITY, such BOND
shall be replaced (or extended, whichever the case may be) for the necessary amount to reach
the required amount for the CIVIL WORK BOND pursuant to the provisions of the PPP
AGREEMENT.
(g) Reasons for the Enforcement of the Civil Work and Integrity
Bond
The CIVIL WORK AND INTEGRITY BOND may be totally or partially enforced, as
appropriate, by the CONTRACTING ENTITY, according to the provisions of the PPP
AGREEMENT.
(h) Return of the Civil Work and Integrity Bond
The CONTRACTING ENTITY shall return the CIVIL WORK AND INTEGRITY BOND to
the PPP CONTRACTOR, according to the provisions of the PPP AGREEMENT.
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Section XXVI. INSPECTION AND SUPERVISION
Item 26.01 Technical Supervisor
The TECHNICAL SUPERVISOR shall be responsible for, among his regular responsibilities,
the direct monitoring of the routine tests and of the receipt of equipment and materials in the
factory and to be used in the civil works; verifying and approving the tests for the operation of
the CIVIL WORK, monitoring the compliance with key terms, tasks and dates; monitoring the
compliance with the security and health rules and with other issues requested to the PPP
CONTRACTOR in the CONTRACT DOCUMENTS.
Item 26.02 Supervision
(a) Powers of the Carriers
The PPP CONTRACTOR agrees to comply with the provisions of the TECHNICAL
LICENCES, which shall include the rules for the supervision of (i) the construction and (ii) the
provision of the OPERATION AND MAINTENANCE SERVICES.
The CARRIERS shall monitor the execution of the PROJECT and the compliance with the
provisions of the TECHNICAL LICENCES. They shall have the regular powers to directly
supervise the tasks of reviewing and approving the detailed engineering, and all issues related
to the powers and technical responsibilities set forth in the ELECTRICITY REGULATORY
FRAMEWORK and in the APPLICABLE LAW.
The CARRIERS shall have the power to visit the facilities of the PPP CONTRACTOR in order
to make any necessary supervision and according to the CONTRACT DOCUMENTS. They
shall previously inform the PPP CONTRACTOR the date on which such visit will be carried
out.
The instructions of the CARRIERS as regards the OPERATION AND MAINTENANCE
SERVICES related to the daily operations and controls and to the emergency cases (service
interruption and its restoration) shall be compulsory for the PPP CONTRACTOR. The PPP
CONTRACTOR may object to carry out such tasks only when they pose a risk for the CIVIL
WORK, its facilities or third parties, in which case, he shall duly justify such condition so as
not to be considered a failure to comply with his obligations and, hence, be punished.
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(b) Supervision Fee
According to THE PROCEEDINGS, the PPP CONTRACTOR shall pay the CARRIERS a
supervision fee.
Section XXVII. TAX REGULATIONS
The PPP CONTRACTOR shall be subject to pay for all the taxes set forth in the national,
provincial and/or municipal laws that are effective at the time, except for those taxes set forth
in chapter IX of Law N° 27,431, and the exceptions that grant him exemptions and/or tax
stability as regards national, provincial or municipal taxes, rates or encumbrances.
The obligation indicated in the previous paragraph shall be fulfilled by the PPP
CONTRACTOR regardless of the tax status on the EXECUTION DATE or, in the future, of
the PPP INDIVIDUAL TRUST FOR ELECTRICITY TRANSMISSION as regards taxes,
rates or contributions levied on such trust or on the business activity performed by such trust.
The PPP CONTRACTOR shall be entirely responsible for knowing and paying all the taxes,
rates or contributions levied on him or levied on the subject-matter of the PPP AGREEMENT.
Regardless of the aforementioned, if after the EXECUTION DATE any tax burden variation
occurs as a consequence of : (a) the application of national, provincial and municipal specific
and exclusive taxes, rates or encumbrances to the PPP CONTRACTOR’s activity: (b) the
approval of a specific tax regulation for the PPP CONTRACTOR or of a discriminatory tax
regulation regarding other contractors under the regulation of the PPP LAW; (c) the approval
of national taxes, rates or encumbrances applicable to the INVESTMENT PAYMENT
SECURITIES in a specific or discriminatory way in relation to other negotiable securities;
and/or (d) the lack of consideration, for the purpose of the determination of the Income Taxes
by the PPP CONTRACTOR as a cost arising out of the INVESTMENT PAYMENT
SECURITIES, of the nominal value of such securities after the subtraction of the interest that
has not been charged according to the time passed and pursuant to the provisions of Section 18
of the Income Tax Law (original text passed in 1997 and its amendments), the PPP
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CONTRACTOR may request a compensation equivalent to the greater incidence of such taxes,
rates or encumbrances to the CONTRACTING ENTITY.
Section XXVIII. FINES AND PENALTIES
In the event of non-compliance by the PPP CONTRACTOR, he shall be penalized with FINES
and/or PENALTIES pursuant to the FINES AND PENALTIES SCHEME that is included in
the RFP as SUB-ANNEX I.1.
Section XXIX. PROJECT´S ENVIRONMENTAL MANAGEMENT
Item 29.01 Obligations
The PPP CONTRACTOR shall issue and submit the EIA-E and the PGA-O to the
CONTRACTING ENTITY, in accordance with the provisions set forth in ANNEX V, Item V.
d) of the REQUEST FOR PROPOSALS.
In addition, the PPP CONTRACTOR agrees to comply with the APPLICABLE LAW on
environmental and social issues and with the obligations set forth in the PPP AGREEMENT
and in the TENDER DOCUMENTS on environmental and social issues. Additionally, he
agrees to comply with the General Law on Environment N° 25,675 and its regulation.
He shall also be responsible for the environmental and social management of the PROJECT
and he shall obtain every other licence, permit and/or authorization that may be necessary for
the execution of the CIVIL WORK and for the provision of the OPERATION AND
MAINTENANCE SERVICES.
The PPP CONTRACTOR shall undertake the obligation to take all necessary measures to
protect and preserve the environment, in accordance with the criteria on Environmental Impact
Assessment set forth in ANNEX X of the RFP and in the respective TECHNICAL LICENCES,
and with the guidelines and rules set forth by the CALLING AUTHORITY, the ENRE and the
current or future national and provincial laws.
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Section XXX. DOMICILES
Item 30.01 Legal Domicile and E-mail Address
The BIDDERS shall constitute a LEGAL DOMICILE and an E-MAIL ADDRESS in
accordance with the forms of ANNEX III Item III.7.
Item 30.02 Changes of Domicile
Notices informing a change of domicile shall be duly sent to the CALLING AUTHORITY by
authentic means, and they shall only be effective as of the third BUSINESS DAY after the
receipt of such notices.
Item 30.03 Notices
Item 30.04 Notice
Any act informed to the LEGAL DOMICILE and/or the E-MAIL ADDRESS shall be
considered duly notified.
(a) Tacit Notice
Any act for which there is not an express provision for its notice in this REQUEST FOR
PROPOSALS, shall be considered automatically notified as of its publication at the SSPPP´s
website and at the CALLING AUTHORITY´s website.
(b) Personal Notice
Notices shall be also given in person, in which case, such act shall be duly recorded in the
tender file.
Section XXXI. JURISDICTION
The BIDDERS shall be subject to the jurisdiction of the Federal Administrative Courts of the
Autonomous City of Buenos Aires as regards all the disputes that may arise as a consequence
of the REQUESTS FOR PROPOSALS and other issues related to the TENDER until the
AWARD and execution of the PPP AGREEMENT. They shall expressly waive any other
jurisdiction that may correspond to them.
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As of the execution of the PPP AGREEMENT, the disputes between the PPP CONTRACTOR
and the CONTRACTING ENTITY shall be exclusively settled in accordance with the dispute
settlement mechanism provided in the PPP AGREEMENT.
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ANNEXES
ANNEX I: PPP Agreement
SUB-ANNEX I-1: FINES AND PENALTIES SCHEME
SUB-ANNEX I-2: TECHNICAL LICENCE
SUB-ANNEX I-3: REFERENCE PROJECT
SUB-ANNEX I-4: ENVIRONMENTAL IMPACT ASSESSMENT
SUB-ANNEX I-5: CIVIL WORKS PLAN SHEET
SUB-ANNEX I-6:
SCOPE OF INSPECTION OF THE CONTRACTING
ENTITY
.
SUB-ANNEX I-7: ECONOMIC BID
SUB-ANNEX I-8: ARAI TEMPLATE
SUB-ANNEX I-9:
ADJUSTMENT OF INVESTMENT PAYMENT
SECURITIES DUE TO SOVEREIGN RISK
SUB-ANNEX I-10: TECHNICAL PANEL RULES
SUB-ANNEX I-11: RISK MATRIX
SUB-ANNEX I-12: INTEGRITY FRAMEWORK
ANNEX II: Technical Bid Folder
Item II-1: INVESTMENT milestones list.
Item II-2: Civil Works Plan-Project´s Description.
Item II-3: Civil Works Plan – Drawings.
ANNEX III: Tender Forms
Item III-1: Introduction Form.
Item III-2: Economic Resources Form.
Item III-3: Brief Balance-Sheet Form.
Item III-4: Sworn Statement identifying the BIDDER.
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Item III-5: SWORN STATEMENT by the NATIONAL BIDDER.
Item III-6: SWORN STATEMENT by the MSMEs’ BIDDER.
Item III-7: SWORN STATEMENT on BIDDERS´S DOMICILE.
Item III-8: Sworn Statement of Interests Form (Decree N° 202/2017).
Item III-9: Sworn Statement on the Creation of a SPV Form.
ANNEX IV: Economic Bid Form
Item IV-1: Economic Bid Form.
ANNEX V: Technical Requirements
Item V a):
Item V b):
Item V c):
Item V d):
Item V e):
Item V f):
Scope of the Civil Works Execution.
Electrical Studies.
Specifications and Provisions.
Technical, Environmental and Social Specifications.
Public Safety Requirements.
Posters Requirements.
ANNEX VI: Equipment and Civil Works Specifications for Transformer Stations
Item VI a): General and Specific Specifications for the Execution of the
Civil Work, Electromechanical Assembly and Provision of
Additional Materials.
Item VI b): Technical Specifications for the Provision of equipment for
the Transformer Stations.
Item VI c): Technical Specifications for the Provision of Equipment for
Auxiliary Services, Protection and Local Control System.
Item VI d): Guaranteed Technical Data Sheets.
Item VI e): Project´s General Drawings.
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Item VI f):
Soil Studies.
Item VI g):
Quality Plan.
Item VI h):
General and Specific Technical Specifications for the
Construction, Electromechanical Assembly and Provision
of Materials and Equipment for the 132/33 kV GENERAL
PICO SUR T.S.
ANNEX VII: Automation, Control and Communication Systems for the TTSS
Item VII a): General Technical Specifications for the Provision of
Equipment and Automation, Remote Control, Protection,
Telephone and Communication Systems.
Item VII a.1): Technical Specifications for the Provision of Equipment for
the Expansion of the Automation, Remote Control and
Protection Systems of the 500/220 kV Río Diamante T.S.
Item VII b): Technical Specifications for the Provision of Equipment for
the Automation, Remote Control and Protection Systems of
the 500/132 kV Coronel Charlone New T.S.
Item VII c): Technical Specifications for the Provision of Equipment for
the Generators Automatic Disconnection System of the
500/132 kV Coronel Charlone New T.S. and of the Extension
of Río Diamante T.S.
Item VII d): Technical Specifications for the Provision of Equipment for
the Communication Systems:
VII d.1): Connection Río Diamante T.S. – Coronel Charlone T.S., Sdh
type, Transmission through OPGW Fiber Optic cable at 500
kV interconnection line.
VII d.2): Digital radio link Río Diamante T.S.- Coronel Charlone T.S
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.
VII d.3): Connection Coronel Charlone T.S. with 132 kV Transformer
Stations, Sdh type, Transmission through OPGW Fiber Optic cable
at 132 kV interconnection line.
Item VII e): Technical Specifications for the Provision of Equipment for the
Telephone System: Extension of Rio Diamante T.S. and 500/132 kV
Coronel Charlone T.S. System.
Item VII f): Guaranteed Technical Data Sheet of the Control and Communication
Systems.
Item VII g): General Drawings: Control and Communications Systems Plan.
Item VII h): Quality Plan of the Control and Communication Systems.
ANNEX VIII 132 kV 132 kV and 66 kV Transmission Lines
Item VIII a1): General Description.
Item VIII b1): Specific Technical Specifications for the Provision of Glass or
Porcelain Insulators.
Item VIII c1): Specific Technical Specifications for the Provision of Transmission
Towers.
Item VIII d1): Specific Technical Specifications for the Provision of ACSR Cable
and OPGW Guard Cable.
Item VIII e1):
Specific Technical Specifications for the Provision of Clamping and
Damping Systems.
Item VIII f1): Specific Technical Specifications for Galvanizing Steel
Components.
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Item VIII g1):
Item VIII h1):
Item VIII i1):
Item VIII j1):
Item VIII k1):
ANNEX VIII 500 kV:
Item VIII a2):
Item VIII b2):
Item VIII c2):
Item VIII d2):
Item VIII e2):
Item VIII f2):
Item VIII g2):
Item VIII h2):
Item VIII i2):
Item VIII j2):
Documentation related to the layout of the 132 kV
Transmission Line.
Specific Technical Specifications for the Provision of
Minor Materials, Civil Works and Electromechanical
Assembly.
Graphics and Drawings.
Guaranteed Technical Data Sheet.
Quality Plan.
500kV Transmission Line
General Description.
Specific Technical Specifications for the Provision of
Insulators.
Specific Technical Specifications for the Provision of
Metal Structures.
Specific Technical Specifications for the Provision of
Conductors and Guard Cables.
Specific Technical Specifications for the Provision of
Clamping and Damping Systems.
Specific Technical Specifications for the Provision of
Anchor Rods.
Specific Technical Specifications for the Provision of Steel
Wire Rope and Cross Rope Accessories.
Specific Technical Specifications for the Provision of
Minor Materials and Civil Works.
Graphics and Drawings.
Guaranteed Technical Data Sheet.
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Item VIII k2):
Layout of the Transmission Line.
Item VIII l2):
Soil Studies.
Item VIII m2):
Quality Plan.
ANNEX IX:
Electrical Studies Stage I
ANNEX X:
Environmental Impact Assessment Submitted in the
Public Hearing
ANNEX XI: Compre Argentino. Development of Local Providers
and Complementary Rules
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