PORT OF THE AMERICAS CONTENTS. Port of Ponce Authority RFP PPA 1. INTRODUCTION... 1 [INSERT PHOTO]... 1

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2 CONTENTS 1. INTRODUCTION... 1 [INSERT PHOTO] Port of The Americas: Why Puerto Rico: Purpose of this Request for Proposals: PPA HISTORY, PORT DEVELOPMENT AND OPERATION PPA History Port Development and Improvements Construction Port Operation and Condition Opportunities for Port of The Americas RFP PROCEDURES AND CONDITIONS Availability of the RFP package Changes to this RFP Compliance with RFP and Rejection of Proposals Examination of RFP by Proposers Requests for Clarification or Interpretation of RFP Contractual Status of RFP and Proposals Proprietary Information and Confidentiality Ownership of Submitted Materials Rights of PPA No Personal Liability Effect of this Request for Proposals Submission of Proposals Receipt of Proposals Proposals Received after the Proposal Deadline Evaluation of Proposals Clarifications Sought by PPA and Requests for Additional Information RFP Schedule Proposer One-on-One Meetings Revised and Final Proposals Page ii

3 4. PROPOSAL CONTENT REQUIREMENTS General Information and Executive Summary: Qualifications and Experience: Approach to the Port of The Americas Opportunity PROPOSAL EVALUATION PROCESS AND CRITERIA Evaluation Process Evaluation Criteria AWARD AND EXECUTION OF FINAL AGREEMENT Award of RFP and Execution of Agreement Governor and Board of Directors Approval Protests, Reconsiderations and Judicial Review Disqualification APPENDIX A Page ii

4 1. INTRODUCTION. 1.1 PORT OF THE AMERICAS: The Port of The Americas Rafael Churumba Cordero Santiago in Ponce, Puerto Rico (the Port ) is a strategic economic development project for Puerto Rico, focusing on the development of a transshipment facility with added value research and development, and manufacturing applications to be established around it. Taking advantage of Puerto Rico s privileged geographic position along the Mona Passage in the Caribbean, an important shipping route between the Atlantic Ocean and the Panama Canal, this Port has been designed to have the capacity to serve Post-Panamax and Panamax vessels and will be developed as a world-class international transshipment port for carrying out valueadded activities. The Port has been designed and built to be a modern, state-of-the-art, containerized import/export and transshipment cargo facility, with the ability to become an important containerized cargo hub in the Caribbean. The Port is located in the Municipality of Ponce, on the south coast of the Island, towards the Caribbean Sea. Ponce is Puerto Rico s second largest city by population. The project comprises over 300 acres of government controlled land, occupied by the existing Port and future development areas. Through an investment of over $285 Million U.S. Dollars, the Port currently offers a modern berth with 50 foot depth, two Super Post-Panamax ship-to-shore cranes, and a new container yard with a capacity of up to 500,000 Twenty-Foot Equivalent Units (TEUs) per year. Having completed the development of these new facilities on the Port, the Government of the Commonwealth of Puerto Rico intends to procure an experienced and highly qualified Private International Operator for the Port, in order to commercialize this public infrastructure and further promote the expansion of the Port trough private investment. 1.2 WHY PUERTO RICO: Every day Puerto Rico becomes more of a world-class investment destination. Structural reforms, economic programs, and an all-star lineup of incentives have positioned the island as a very competitive jurisdiction in the world. Many favorable conditions come together in Puerto Rico to make The All-Star Island a premier location for business and investment. Puerto Rico offers companies the security and stability of operating in a U.S. jurisdiction while providing an unrivalled array of tax incentives that make it October 13, 2014 Page 1 of 26

5 a compelling destination for businesses big and small. At a glance, the following are some of our advantages: U.S Legal Framework, Protection ad Political Stability: As a Commonwealth of the United States of America, Puerto Rico operates under the U.S. legal framework and intellectual property protection; the U.S. currency and banking system and the Homeland Security Act protection, among many other considerations. Puerto Rico has access to U.S. federal programs and funds, and U.S. foreign trade zones and customs; goods enter U.S. markets dutyfree. Passports are not required for U.S. citizens traveling to and from Puerto Rico, and numerous commercial airlines offer direct flights to major cities in the United States. Highly Skilled Workforce, Strong Demographics for Business Success: With a well-earned reputation for its highly skilled and educated workforce, Puerto Rico is a location where companies can prosper and expand their operations. A highly educated, productive and bilingual (Spanish and English are the official languages) workforce, with more than 30,000 university degrees granted each year in science, math and technology fields. The University of Puerto Rico at Mayagüez, the premier engineering and science institution of the Caribbean and Latin America, ranks 1st in graduating Hispanic engineers and 2nd in graduating female engineers. The World Economic Forum s (WEF) Competitiveness Report ranked Puerto Rico #3 out of 142 countries in the world in terms of Availability of Scientists and Engineers. Strong Business Ecosystem, Global Competitiveness and Aggressive Incentives: The World Economic Forum s (WEF) Competitiveness Report also ranked Puerto Rico #30 among 142 countries in the world, first in Latin America and third in all of the Americas. Puerto Rico offers the benefits of operating within a United States jurisdiction while providing the tax benefits of a foreign tax structure. Several incentive acts have been approved to stimulate economic development and attract Foreign Direct Investment (FDI) in the following sectors: manufacturing, tourism, export services, insurance, financial services, agriculture, hospitality and hotel development, and renewable energy. The Island has the largest non-contiguous free trade zone in the U.S and was ranked among the top 15 Foreign Trade Zones in the U.S. National Association of Foreign Trade Zones 2011 Report. World-Class Infrastructure Puerto Rico has the busiest airport in the Caribbean and state-of-the-art port facilities, with approximately 5,000 cargo flights per month and some 2,200 weekly commercial flights from San Juan International Airport. The Port of San Juan is ranked #9 in container movement in the U.S. The entire Island is fully accessible through 24,000 miles of highways and a mass-transit system recognized by the U.S. Federal Transit Administration as the safest and most efficient in the United States. In terms of communications, Puerto Rico has an Island-wide broadband service, a fiber-optic telecommunications network, and a robust satellite system. The Island provides 5,839 megawatt generating capacity with a vigorous energy source diversification plan for the next 10 years, and water quality meets rigorous U.S. EPA standards. In this context, the Government of Puerto Rico is confident that the Island presents an ideal business environment to establish the Port of the Americas as an important transshipment hub in the Caribbean. 1.3 PURPOSE OF THIS REQUEST FOR PROPOSALS: Considering the context presented in the previous section, The Port of Ponce Authority ( PPA ), the new public corporation and governmental entity in charge of the development and operation of the Port of the Americas, hereby invites interested parties to respond to this Request for Proposals ( RFP ) regarding: October 13, 2014 Page 2 of 26

6 The selection of a world-caliber port operator for the Port of the Americas, through the implementation of a variety of legal tools that may include a concession agreement through a long term lease agreement or a management contract, through a short term agreement with an option for a longer term engagement, or other viable options that may be presented by the PPA or proposers during the RFP process. The purpose of the RFP is to seek proposals from interested and qualified firms and parties, to enable PPA to select a proposer or arrive at a short list of proposers with the demonstrated capability to carry out Port operations and that have offered the most attractive and realistic operating and business plans for the Port. Proposers are encouraged to submit creative proposals that best achieve the goals and objectives of PPA and provide the best overall value to the region and the Commonwealth of Puerto Rico. At its sole discretion, PPA may invite one or several finalists for direct negotiations, or to participate in a best-andfinal-offer ( BAFO ) stage, which would consist of simultaneous negotiations between PPA and each invited finalist as well as the opportunity for such finalists to submit revised and final proposals. However, the PPA, at its sole discretion, may decide not to conduct the BAFO stage of the selection and ward process, and may decide to enter into an agreement with the selected proposer without conducting a BAFO process. 2. PPA HISTORY, PORT DEVELOPMENT AND OPERATION. 2.1 PPA HISTORY. The Port of the Americas Authority is a public corporation of the Commonwealth of Puerto Rico created by Law No. 171 of August 11, 2002, as amended. The main purpose of the Port of the Americas Authority is to plan, develop and construct a large scale container terminal in the city of Ponce, Puerto Rico, specifically intended to: (1) Enable the Port to eventually handle 1.5M TEU s per year; (2) Provide efficient port facilities to move cargo in Puerto Rico s Southern Region; (3) Complement services offered by the Port of San Juan; (4) Enhance Puerto Rico Value and Supply Chain; and (5) Provide economic stimulus to the Southern Region. On June 28, 2004 the law that created the Port of the Americas Authority was amended by Law No. 166 of December 19, 2013 to change the name of the port to "Puerto de Las Américas Rafael Churumba Cordero Santiago". Also, on September 22, 2004, the Puerto Rico Legislature enacted Law No. 409 to provide a $250 million financing to promote the commencement of construction of this long-term project. Since then and until recently, the Port of the Americas Authority has developed the first three development phases of the original Master Plan for the Port (shown below), which are described in Section 2.3 of this RFP. On December 12, 2011, Law No. 240 (the "PPA Enabling Act") created a new entity, the Port of Ponce Authority, to continue the project development and to establish the Port operation. This law established general directives for the further development of the Port of the Americas and its integration with certain October 13, 2014 Page 3 of 26

7 MASTER PLAN FOR THE PORT OF THE AMERICAS development strategies proposed by the Municipality of Ponce. Law No created PPA to continue the development of the port and to manage the port's future operations through the Municipality of Ponce. Pursuant to the PPA Enabling Act, all of the rights, faculties and duties of the initial Port of the Americas Authority were transferred to the PPA, without considering it as a successor of the first. As a result, the PPA, as the new port authority, does not carry the previous legal or economic burdens of the Port of the Americas Authority, which continues to handle the obligations, liabilities and commitments incurred prior to the enactment of the PPA Enabling Act. More recently, on December 19, 2013, Law No was amended by Law No , which restructured PPA s Board of Directors to include members appointed by the Governor and the Mayor of Ponce. Thus, the PPA now enjoys the representation from the central government as well as the municipal government. This amendment also provides for additional financing of the project through a new line of credit to be repaid by the general fund of the central government and gives control to the PPA of all the properties and equipment required for the operation and further development of The Port. Through the new PPA, a third party is able to negotiate any agreement concerning the Port of the Americas exclusively with one governmental agency. Pursuant to the provisions of this Law, PPA now has the responsibility of engaging an Operator of International Caliber for the already developed Port facilities and an Administrator for the Value Added Zones. October 13, 2014 Page 4 of 26

8 In summary, the PPA is currently the governmental entity with control of the Port of The Americas, the Value Added Zones adjacent to the Port, and all public land required for additional development of the Port and its Value Added Zones, without carrying the burden of past public investment required to develop the Port to its present state. The PPA has the legal faculty to enter in agreements with third parties for the operation and development of such properties. The PPA also has the responsibility and main goal of engaging a qualified International Operator for the Port and an Administrator for the Value Added Zones. 2.2 PORT DEVELOPMENT AND IMPROVEMENTS CONSTRUCTION. PORT OF THE AMERICAS DEVELOPMENT AREA The above image shows an update of the total development area of the Port of the Americas project, which comprises the Port Facilities and the Value Added Zones. As per the original Master Plan for the Port, the construction project was initially focused on the improvements of the existing Port facilities, its harbor and the surrounding infrastructure for the Port and new VAZ. The development has been accomplished as follows: Phase 1 The first phase of the project was the reconstruction of Berths 4, 5 and 6, which added 1,200 ft ( mts.) of quay of Post-Panamax capability to the existing piers. The new construction was designed to accommodate four modern quay cranes with a rail gauge of 100 ft (30.48 mts.). There are currently two Ship-to-Shore cranes (ZPMCs) installed here, as well as the Harbor Mobile Crane specified above. The berth was designed for a depth of -50ft (15.24 mts.) MLW. Currently a length of 830 ft (253 mts.) is dredged to -50ft (15.24 mts.) MLW. The depth of the berth shallows progressively October 13, 2014 Page 5 of 26

9 towards the ends to 36 ft (11 mts.) due to design constrains of contiguous berths. This constrains are planned to be addressed through the reconstruction of the contiguous Berths 2 and 3 in future development phases. Phase 2 This phase included the dredging of the federal channel and turning basin to a depth of - 50 ft (15.24 m) MLW. Construction included the development of 18 acres (73,000 m 2 ) adjacent to the current piers to increase its yard capacity by 250,000 twenty-foot equivalent units (TEU) of annual throughput. Phase 3 Expansion of the container yard to increase total annual designed capacity to 500,000 TEUs. Construction of ancillary facilities including: 6-lane interchange gate and a 20,000 sq ft (1,858 m 2 ) administration building. Additional infrastructure and site improvements are currently under construction on the VAZ-2, which will enable this area and the future growth area to be ready for development. This construction will be completed during December, Next Steps in Development: Future construction phases, as per the approved Master Plan for a mega-port project, envision converting the land reserved for Port growth, adjacent to the current Port towards north, into a 50 ft (15.24 m) deep canal to add 3,000 linear feet (914 m) of quay side for additional new Post Panamax berths and developing new container yards along these new berths to increase the Port s annual throughput to a total of up to 2.2 million TEU s. This proposed development has been envisioned in two additional construction phases which would require an estimated investment of three Hundred Fifty Million U.S. Dollars ($350,000,000.00) each, for a total estimated investment of Seven Hundred Million U.S. Dollars ($700,000,000.00). The PPA is currently considering an additional alternative for short term Port expansion. The PPA is interested in developing a project with the selected Operator of the Port for the reconstruction of Berths 2 and 3. These old berths structural condition does not allow for additional dredging to accommodate deeper draft vessels, and limits the dredging of one end of the new berth built as part of Phase 1. PPA is considering the reconstruction of these berths by realigning them with the new Berths 4, 5 and 6. These improvements will allow for the Ship-to-Shore cranes rails to continue through the renovated berths and to complete the dredging at the edge of Berth 4. Furthermore, the proposed reconstruction will add great capabilities to the Port of the Americas, promote a more efficient operation of the Port facilities, allow for use of previous improvements to their full extent, and provide a growth option for the Port in the near future. This project would require an estimated investment of Seventy Million U.S. Dollars ($70,000,000.00). If necessary the PPA is willing to participate in the proposed investment. ALTERNATIVE FOR RECONSTRUCTION OF BERTHS 2 &3 NEW CONTAINER TERMINAL & SURROUNDING INDUSTRIAL DEVELOPMENT October 13, 2014 Page 6 of 26

10 2.3 PORT OPERATION AND CONDITION. As previously stated, through the improvements built up to now, the Port is being developed into a modern and efficient logistics center striving to create better supply chains for clients in Puerto Rico and the Caribbean. As per Appendix A (Proposal Contents), PPA is issuing this RFP in order to receive proposals from prospective private partner(s) to lease, operate and use the existing facilities shown in the next image, as well as to potentially fund additional improvements as they become commercially viable. EXISTING PORT FACILITIES INCLUDING NEW CONTAINER TERMINAL Following is a summary of the Port s current operation and condition: Port Attributes: Deepest port in Puerto Rico with maximum depth of 50 ft (15.24 mts.) MLW. Immediate access to main highway network. October 13, 2014 Page 7 of 26

11 Easy access to Mercedita Airport at only 5 miles. 4,400 linear feet (1,341 m) of quayside. 800 passenger cruise terminal. 2 container yards amounting to 50 acres and a 630,000-TEUs annual capacity. 80,000 square feet (7,432 m 2 ) of warehouse space within the Port. 500,000 square feet (46,451 m 2 ) of warehouse space (currently occupied, government owned) adjacent to the Port. 1,200 acres of land zoned for light and heavy industrial development in the Autonomous Municipality of Ponce, over a 150 of them within the development area of the Port. Current clients include: PepsiCola Manufacturing Limited, Serrallés Distillery, PR Distributors, Cemex, Shnitzer PR, Homeca Recycling, Marine Response Spill Company, and CODEZOL (free trade zone administrator), among others. Cargo operations include: sand, coal, clinker, cement, molasses, concentrate juice, lumber, scrap metal, military operations and cruise ships. Existing Equipment Ready for Operation: Two (2) super Post-Panamax gantry cranes with twin-pick capability (Manufacturer: ZPMC; Year: 2009; Capacity: 80 mts); ZPMC One (1) harbor mobile crane (Manufacturer: Gottwald; Year: 2009; Capacity; 100 mts); GOTTWALD RTG s One (1) ship-to-shore gantry crane (Manufacturer: Paceco; Year: 2009; Capacity 38 mts); and Seven (7) Rubber-Tire Gantry Cranes (Manufacturer: Paceco-Mitsui; Year: ). Economic Incentives Highlights: Lowest tariffs in Puerto Rico (independent tariff structure). No collective bargaining agreement currently exists between the PPA and the longshoremen. Fully designated as a Free Trade Zone, providing all related benefits, including exemptions from many U.S. and Puerto Rico taxes and duties. EQUIPMENT ON NEW TERMINAL 4% income tax on industrial development income. October 13, 2014 Page 8 of 26

12 0% OR 1% TAX RATE ON INCOME FOR PIONEER OR NOVEL PRODUCTS MANUFACTURED IN PUERTO RICO. 50% tax credit on purchases of products manufactured or recycled locally. $5,000 for each job created during the first year of operation. 50% tax credit on Research and Development activities. Special deductions on investments from structures, machinery and equipment. 50% tax credit for investment in eligible agricultural business. 100% exemption on taxes for agricultural equipment. For additional information regarding Tax Incentives in Puerto Rico visit OPPORTUNITIES FOR PORT OF THE AMERICAS. Puerto Rico s current container trade consists of trade moving to and from the United States, as well as trade between Puerto Rico and non-u.s. ports. In 2013, a total of 748,000 loaded TEUs were handled in Puerto Rico, of which about 75% moved on the domestic trade with the U.S., and the balance, 25%, moved to and from international destinations and Puerto Rico. Most of the international cargo moves to and from San Juan from transshipment ports located in the Caribbean and Panama. Nearly all containers are handled at San Juan. The Puerto Rico container market is a highly concentrated market in terms of both ocean carrier service and importers and exporters. With respect to the containers moving to and from the United States, this trade lane is covered by the U.S. Merchant Marine Act of 1920, known as the Jones Act. Under the Jones Act, the cargo moves on U.S. Flag ships, on U.S built ships, crewed by U.S. Citizens. Within the domestic trade, four U.S. Flag carriers handle the vast majority of the trade, with the Port of Jacksonville the key U.S. port engaged in the Puerto Rico Trade. With respect to the international container trade, six international container carriers handle more than 60% of the non-domestic trade, and also serve Puerto Rico via San Juan. Not only is the container market highly concentrated from the ocean carrier perspective, 24 importers control more than 40% of the containerized trade in Puerto Rico. With such concentration of containerized trade, specific market targets can be established by a potential concessionaire at the Port of the Americas. Nearly all containerized trade is handled at the Port of San Juan to serve the largest consumption market on the Island. Typically, the cargo is off-loaded at marine terminals in San Juan, and trucked directly to retail outlets in San Juan, or to warehouses/distribution centers in the San Juan area. There are several trends occurring in containerized cargo trade in Puerto Rico that could open possibilities for the Port of The Americas. For example, there is a growing trend to consolidate shipments in the United States, and then load presorted orders into 53ft. containers onto U.S. Flag carriers for direct store delivery in Puerto Rico. This may present an opportunity to perform the value added sorting operations at a distribution center in Puerto Rico for cargo not being consolidated in the United States, and then provide just in time delivery to retail stores throughout the island from a logistics center in Ponce. Such a distribution center in Ponce would offer less congestion than in San Juan, as well as lower lease and operating costs. Furthermore, there is an increasing share of cargo destined for San Juan that is directly sourced via manufacturing and food processors located in the U.S. Conversely, there is a growing trend to source foreign goods, such as retail consumption goods produced in Asia directly from the source, rather than via consolidation activity in the U.S. This has increased the participation of the global carriers such as October 13, 2014 Page 9 of 26

13 Hapag-Lloyd, Maersk, Evergreen, American President Lines, Mediterranean Shipping, and CMA-CGM in the international Puerto Rico containerized trade. The majority of this international service is sourced from transshipment hubs in the Caribbean, Central America and Panama. This international segment of the container market has increased steadily since 2009, growing at a compound annual growth rate of 2.6% annually since International containerized cargo handled in Puerto Rico reached its peak in This concentration of growth within the international containerized cargo market may present an opportunity for the Port of The Americas, both to serve the local market as well as to provide transshipment opportunities. It is recognized that the location of Ponce with respect to the consumption center of San Juan presents a logistics cost disadvantage to the Port of Americas. There exist several potential opportunities to offset that logistics cost disadvantage. The development of a logistics distribution center(s) in the Ponce area on land adjacent to the Port of The Americas to handle the international cargo provides efficiencies in scheduled deliveries to customers throughout Puerto Rico, at lower lease and operating costs with minimal congestion. Similarly, an uncongested, highly productive marine terminal will reduce to some extent the total logistics cost differential to serve San Juan (compared to the current use of San Juan by the global carriers). Other tangible actions that improve the competitive position of the Port of The Americas with respect to the use of San Juan would be reduced port charges, such as the container security fee now imposed at all Puerto Rico ports by the government. With the potential to develop a global carrier container terminal in Ponce, the development of transshipment operations also appears a possibility, particularly to serve Caribbean and South American markets. From a transit time perspective, Ponce can compete with other Caribbean transshipment hubs such as Caucedo, Kingston and Colon to serve the South American markets. With the opening of the expanded Panama Canal in 2016, the 50 ft. channel and modern turn-key container terminal will provide a facility to handle the larger post Panamax vessels that will be deployed on this trade lane. In addition, The Port of Americas also represents a potential terminal to serve as a transshipment hub for European- South American/Central American trade routes. The location of the Port of Americas in terms of transit time compared to other more Western Caribbean transshipment hubs to serve the European -South American/Central America transshipment trade provides the Port with a competitive transit time advantage to serve growing South American markets and Central American markets, particularly Mexico. Furthermore, the Trans-Atlantic South America/Central America trade lane is likely to be a growing international trade lane via the Suez Canal, with the continued growth of Asia-Europe and Asia Americas trade. The possibility of the development of a large distribution/logistics center for value added services on land adjacent to the Port of Americas terminal further adds to the potential transshipment hub development possibilities. Finally, the Port of The Americas also represents a marine terminal that could be used for a specialized line of business, including automobile import, export and distribution activity throughout Puerto Rico as well as the Caribbean. Currently, automobiles destined for Puerto Rico s consumption market are offloaded at San Juan, trucked to Ponce, stored, and then redelivered throughout Puerto Rico. Such an operation could potentially be expanded to serve as a distribution center for automobiles throughout the Caribbean, serving the local consumption markets as well as rental car markets. It is to be emphasized that the recognition by the PPA of the initial logistics cost disadvantage of the Port of The Americas within the domestic market will be an important consideration in evaluating the various concession offers. Methods to offset the logistics cost disadvantage offered by the proposers should be an important element in the proposed market and development plan put forth in the responses to this RFP, especially during the ramp up period of the operation. October 13, 2014 Page 10 of 26

14 3. RFP PROCEDURES AND CONDITIONS. 3.1 AVAILABILITY OF THE RFP PACKAGE. Entities and firms interested in participating in this RFP process may obtain the RFP package at no cost during regular business hours at offices of the Department of Economic Development and Commerce, 4 th Floor, Fomento Industrial Building, #355 Roosevelt Ave., San Juan, PR 00918, or by electronic download at on the RFP section, after October 14, CHANGES TO THIS RFP. The PPA reserves the right to modify, amend, cancel and/or reissue this RFP at any time, in its sole discretion, by written addenda to this RFP. Any amendments to the RFP shall be posted on the website at on the RFP section. All addenda so issued shall become part of the RFP. Each Proposer shall be responsible for reviewing the addenda and ensuring that any revisions or clarifications to the RFP are incorporated in the corresponding proposal. Failure of any Proposer to consider such information shall not relieve such Proposer from any obligation under its Proposal as submitted. 3.3 COMPLIANCE WITH RFP AND REJECTION OF PROPOSALS. Proposers must comply with the requirements described in this RFP in order for the PPA to fully and properly evaluate each Proposal. The PPA reserves the right to reject any Proposal not in compliance with the RFP. The PPA reserves the right to reject any or all Proposals if it determines that such action is in the best interests of the PPA. Any Proposal which is incomplete, conditional or obscure may be considered invalid and the PPA may reject such Proposal. In addition, the PPA may consider a Proposal incomplete and may reject any Proposal which is not prepared and submitted in accordance with all requirements of the RFP, or which contains alterations, contingencies, additions not called for, errors or irregularities of any kind; provided, however, that the PPA reserves the right to waive any minor informalities or irregularities. If a Proposal is rejected, a written notice shall be sent to the Proposer informing the Proposer of the PPA s decision. Upon request, the unsuccessful Proposer shall be advised of the reasons for the rejection of their respective Proposals. 3.4 EXAMINATION OF RFP BY PROPOSERS. Before submitting a Proposal, each Proposer must thoroughly examine this RFP, including all Appendices and other attachments hereto, and become familiar with local conditions and with federal, state and local laws, ordinances, rules and regulations, and any other circumstances or conditions that may in any manner affect the cost or performance of the development, design, operation, and/or construction of the Project. Failure of a Proposer to carefully review the RFP shall in no way relieve the Proposer from any obligations with respect to its Proposal. Each Proposer shall promptly notify the PPA in writing of any ambiguity, inconsistency or error it discovers upon examination of the RFP or any Project information per the described manner in Section 3.5.1, below. The submission of a Proposal will constitute a representation by the Proposer that it understands and accepts every requirement and condition of the RFP, including any RFP Appendices, Addenda and attachments thereto. October 13, 2014 Page 11 of 26

15 3.5 REQUESTS FOR CLARIFICATION OR INTERPRETATION OF RFP All questions and requests for clarification or interpretation of the meaning of this RFP and Appendices, and any other correspondence concerning the RFP, shall be submitted in writing to and must be received by the date established in Section 3.17 RFP Schedule. Interpretation of this RFP or additional information will only be given by written addendum to this RFP as issued by the PPA on the website at on the RFP section. Clarifications or interpretations and any supplemental instructions or forms, if issued, will be issued no later than the date established in Section 3.17 RFP Schedule. Oral clarifications, interpretations, instructions or other communications will be of no effect and shall not be binding on the PPA, its consultants, representatives or agents. The PPA will not be responsible for, and a Proposer may not rely upon or use as the basis of a claim against the PPA or a consultant of the PPA, any information, explanation or interpretation of the RFP rendered in any fashion except as herein provided Proposers shall visit the RFP section of the aforementioned website before sending any questions or request for clarification to PPA to get acquainted with the latest RFP information available, in order to avoid making inquiries about matters that have been already clarified through posted addenda or additional information by the PPA In the event that any Proposer or Proposer representative, agent or officer contacts directly or indirectly any member or employee of the PPA, or any consultant engaged by the PPA to assist in the design of this RFP or the selection process with relation to the Port of the Americas, with respect to any matter in connection with this RFP or the selection process, other than by submission of a written question or request for clarification, interpretation or modification as prescribed in this section, or participation in interviews, discussions or negotiations as provided in this RFP, the Proposer will be subject to disqualification. 3.6 CONTRACTUAL STATUS OF RFP AND PROPOSALS. This RFP is not binding on the PPA, its consultants, agents, representatives or officers. The PPA reserves the right to amend or withdraw the RFP at any time at its sole discretion before the execution of the Final Agreement for Operation. In such event, the PPA shall not be liable to any Proposer for the costs incurred by it as a result of the amendment or withdrawal of the RFP or any appendix thereto. The RFP has been prepared solely to solicit Proposals, and is not a contract offer. The only document that will be binding on the PPA is the Final Agreement for Operation of Port duly executed by the PPA and the successful Proposer. The PPA assumes no responsibility for any costs incurred in the preparation of a Proposal or related activities of any Proposer. The PPA shall not be liable for any costs incurred by any Proposer in the preparation, submission, presentation, or revision of its proposal and response, or in any other aspect of the Proposer s pre-proposal submission activity. All such costs shall be borne solely by the Proposer. In no event shall PPA be bound by, or liable for, any obligations with respect to the project until such time (if at all) as PPA authorizes and executes a written agreement, and then only to the extent set forth in such agreement. 3.7 PROPRIETARY INFORMATION AND CONFIDENTIALITY. All Proposal submissions shall be public after award of the corresponding agreement, but will remain confidential during the RFP process to the extent consistent with the Puerto Rico laws and regulations. All materials and information submitted in response to this RFP, and any materials delivered to PPA, are subject to the laws, regulations and case decisions applicable to the disclosure of materials and information submitted under this RFP. October 13, 2014 Page 12 of 26

16 The PPA shall have no obligation to treat any information submitted in connection with a Proposal as proprietary or confidential unless the proposer designates such specific document or information included in its proposal as 1) trade secret; 2) proprietary information; or 3) confidential or privileged information. In the event of such designation, the Proposer shall clearly identify in writing the specific document or information alleged to be proprietary or confidential as follows: Do Not Disclose without the Written Authorization of Proposer. Information contained herein is [State Cause of Non-Disclosure]. The PPA will not be bound by overbroad, vague, imprecise or unjustified designations. Among others, information that may be readily found in the public record will not be considered confidential or proprietary despite any such designation. The PPA s determination that any information legitimately requires confidential or proprietary treatment, and the PPA's obligations with respect to protection and disclosure of such information shall be subject to applicable laws. By delivering a response, each Proposer consents to disclosure of its submission and expressly waives any right to contest such disclosure unless exempt under applicable provisions of law, except with regard to designations made and accepted in compliance with this section. 3.8 OWNERSHIP OF SUBMITTED MATERIALS. All materials and information submitted in response to or in connection with this RFP shall become the property of PPA and will not be returned to the submitting parties. PPA shall have the right to use such materials, information and ideas set forth therein without restriction, except to the extent any materials, information or ideas are determined to be confidential or proprietary. By the submission of the Proposal, the Proposer thereby grants to the PPA an unrestricted license to use the Proposal, including all materials submitted therewith, except as previously stated. 3.9 RIGHTS OF PPA. PPA reserves all rights available to it under applicable law, including but not limited to the unqualified right, at any time and in its sole discretion, to change or modify this RFP, to reject any and all information, to waive minor defects or irregularities in information received, to seek clarification of information, to request additional information, and to undertake discussions with one or more Proposers who, at any time, subsequent to the deadline for submissions to this RFP, may express an interest in the subject matter hereof. No Proposer or any other person or entity shall have any rights against PPA arising from the contents of this RFP, the receipt of information, or the incorporation in or rejection of information contained in any response or in any other document. PPA makes no representations, warranties or guarantees that the information contained herein, or in any addenda, is accurate, complete, or timely or that such information accurately represents the conditions that would be encountered during the performance of any subsequent contract issued from a separate procurement. The furnishing of such information by PPA shall not create or be deemed to create any obligation or liability upon it for any reason whatsoever; and each Proposer, by submitting its proposal, expressly agrees that it has not relied upon the foregoing information, and that it shall not hold PPA liable or responsible therefore in any manner whatsoever NO PERSONAL LIABILITY. No PPA officer, agent, employee or consultant may be charged personally with any liability by a Proposer or any other party or person, or otherwise be held liable to a Proposer or any other party or person under any term or provision of this RFP or any statements made herein or because of the submission or attempted submission of information or other response hereto or otherwise. October 13, 2014 Page 13 of 26

17 3.11 EFFECT OF THIS REQUEST FOR PROPOSALS. Based on the RFP responses, PPA will select a Proposer or develop a short list of Proposers with whom it would like to have further communications. There will be no restriction on the number of Proposers that may qualify to be short listed. After evaluating the responses to the RFP, PPA may choose, in its sole discretion, to enter into negotiations with one or more Proposers, including a BAFO process, or to terminate the process. Should PPA come to agreement with a Proposer, the parties shall enter into a legal agreement, the final execution of which shall be subject to approval of the Board of Directors of the PPA SUBMISSION OF PROPOSALS. A response to this RFP must be submitted on or before 12:00 P.M. local Puerto Rico time, Friday, December 19, 2014 (such time and date, or any extension or postponement thereof authorized by the PPA by addendum, is herein referred to as the "Proposal Deadline"). The Proposer shall submit (i) one (1) signed original of the Proposal with a signed and notarized Proposal Certification Form; (ii) seven (7) copies of the Proposal and notarized Proposal Certification Form; and (iii) a CD-Rom including all requested material in PDF format, to: Carlos Iván Mejía Algarín Executive Director Port of Ponce Authority Department of Economic Development and Commerce, 4 th Floor, Fomento Industrial Building, #355 Roosevelt Ave., San Juan, PR [Tel: ] Upon arrival at the established receipt facility, Proposers or Proposer s delivery representative will be asked to sign and date a registry, which will be used to determine Proposers compliance with the Proposal Deadline. Proposals shall be submitted in a sealed package(s) marked with the name, address and address of the Proposer and the words "RFP PPA ". No Proposal, nor any modification of or supplement to a Proposal, made by telephone, facsimile or other electronic, communications media will be accepted. Proposers are required to comply with the page limits and contents stipulated in Section 4 - Proposal Content Requirements and to restrict their submissions to a short letter of transmittal together with the information specifically requested in Section 4. PPA requests that the letter of transmittal include the firm name, reference RFP PPA, and name, title and contact information of the person responsible for interfacing with PPA. Marketing materials are not to be submitted as part of a written response. At any time prior to the Proposal Deadline, a Proposer may submit an amendment to a Proposal previously submitted. Any such amendment must be submitted in writing in the same manner as the original proposal. The PPA reserves the right to disregard any amendment submitted that does not indicate clearly the proposed modifications to the original proposal RECEIPT OF PROPOSALS. Proposers are solely responsible for delivery of their Proposals. Complete Proposals must be received by the Proposal Deadline. Proposals or any portions thereof or attachments thereto received after the October 13, 2014 Page 14 of 26

18 Proposal Deadline will not be accepted. The time of receipt will determine the compliance of Proposals with the delivery requirements of the RFP. Any Proposer that determines to deliver its Proposal via U.S. mail or courier of any kind (including local or international courier or delivery services) will be solely responsible to ensure timely delivery of the Proposal to the address set forth in Section 3.12, above. The PPA will not open the proposals publicly, but following registration of all proposals received within the Proposal Deadline, an officer of the PPA will read aloud the names of each proposer which submitted a timely proposal PROPOSALS RECEIVED AFTER THE PROPOSAL DEADLINE. Proposals received after the Proposal Deadline, which determination will be made by PPA and which will be final and binding, will be returned to the Proposer unopened. The PPA will not keep any record of late submissions, except for the name of the proposer and the time and date of late delivery EVALUATION OF PROPOSALS. Proposals submitted in accordance with the requirements of this RFP and not rejected as provided in Section 3.3, above, will be evaluated by the PPA through an Evaluation Committee to be designated by the PPA, based on the evaluation process and criteria described in Section 5 of this RFP. The PPA's evaluation will be based upon the information contained in the Proposal, interviews with the Proposers, and any other relevant information obtained by the PPA regarding Proposer and its Proposal. The PPA may conduct interviews with Proposers after receipt of Proposals. The PPA may conduct office visits or site visits to observe one or more of the relevant projects identified by a Proposer in its Proposal. By submitting a Proposal, a Proposer represents to the PPA that the owners and operators of the facilities identified by the Proposer have agreed to permit such visits by representatives of the PPA. Upon completion of its evaluation, the PPA will determine which Proposals are most advantageous to the PPA and enter into discussions with those Proposers as described in Section 6 of this RFP CLARIFICATIONS SOUGHT BY PPA AND REQUESTS FOR ADDITIONAL INFORMATION. PPA reserves the right, at its sole option, to contact a Proposer to seek clarification regarding information contained in its Proposal, but shall have no obligation to do so. The decision to contact and request clarification from a Proposer rests solely with PPA. In submitting its response, a Proposer should not assume that it will be provided an opportunity to subsequently clarify or otherwise discuss any feature thereof. At any time and from time to time after the receipt of responses to this RFP, the PPA may give written notice to Proposer(s) to furnish additional information relating to its Proposal and may give written notice to the Proposer(s) to meet with designated representatives of the PPA with respect to its Proposal. Neither the furnishing of the RFP to the Proposer, nor the submission of any materials, the PPA documents, or other information by the Proposer, nor the acceptance thereof by the PPA, nor any correspondence, discussions, meetings or other communications between the Proposer and the PPA, nor anything stated by the PPA in or at any such correspondence, discussions, meetings or other communications shall be construed or interpreted by the Proposer to mean that the PPA has made a determination that the Proposer shall be designated as the Operator, nor deemed to impose any obligations whatsoever on the PPA to compensate or reimburse the Proposer for any costs or expenses incurred in connection with its response to this RFP. October 13, 2014 Page 15 of 26

19 3.17 RFP SCHEDULE The schedule for this RFP is as follows: Item Date RFP Issued October 13, 2014 Requests due for One-on-One Meeting (if held) One-on-One Meetings in Puerto Rico (if held) Proposers Questions and Requests for Clarification Due Answers to Proposer Questions and Requests for Clarification via Addendum Proposal Deadline (12:00 p.m. San Juan time) Short-list Selection Notice (if so determined by PPA) Negotiations with shortlisted Proposer(s) (if so determined) Best and Final Offers ( BAFO ) Due (at 12:00 p.m. San Juan time) RFP Award (if BAFO requested) November 7, 2014 November 17-18, 2014 November 24, 2014 December 2, 2014 December 19, 2014 January 15, 2014 Jan 16 - Feb 16, 2015 March 2, 2014 March 30, 2015 This schedule is subject to modification at the sole discretion of PPA. PPA will notify potential Proposers of any change by an addendum to this RFP made available as per Section 3.2 Changes to this RFP PROPOSER ONE-ON-ONE MEETINGS. As part of the RFP process, PPA will host private meetings on November 17-18, 2014 in Puerto Rico for any prospective Proposers. Attendees will be able to raise questions and seek clarification on any issues relating to the Port and the RFP by PPA and its consultants. Please notify PPA of your interest in a one-onone meeting, such notification shall be submitted in writing to rfp@pota.pr.gov, no later than November 7, Meetings in Puerto Rico and visits to the Port may be arranged for other dates prior to November 17-18, 2014, but not all PPA consultants will necessarily be available for those meetings REVISED AND FINAL PROPOSALS. The terms and conditions of this Section 3, with regard to manner of delivery, timely delivery, confidentiality designations, disqualification due to ex parte communications and other relevant terms, shall also apply to any Revised and Final Proposals submitted to the PPA during the BAFO stage, if so conducted pursuant to this Section PROPOSAL CONTENT REQUIREMENTS. Proposers are invited to return the following proposal contents together with a short cover letter to PPA. Total page count for the proposal should not exceed 30 pages, utilizing 11 point Arial type font, exclusive October 13, 2014 Page 16 of 26

20 of the cover letter. Proposal must be signed by the Proposer, should include a Table of Contents and follow the below organization to facilitate the PPA's review. 4.1 GENERAL INFORMATION AND EXECUTIVE SUMMARY: Provide full contact information for a single contact person for Proposer for all future communications between PPA and Proposer. Identify contact person s name, title, organization, work address, address and work, cell, and fax phone numbers Provide an executive summary not to exceed three pages that outlines the Proposer s approach to operating the terminal and include a brief summary of the Proposer's key qualifications and experience. 4.2 QUALIFICATIONS AND EXPERIENCE: Describe the type of business organization or legal entity (e.g., corporation, partnership, joint venture) of the Proposer, including: a) Background information as to the Proposer's legal status, including full legal name, membership of the board of directors, senior management, corporate history, corporate mission statement or similar characterization of the Proposer's principal business objectives, and corporate organizational structure. b) Legal jurisdiction under which the Proposer is formed and the date organized. c) Capital structure of the Proposer, including its actual or planned capitalization, its access to financial guarantees, assets and/or credit support of parent, affiliated or other entities, and proposer and/or parent company credit ratings if applicable Provide clear evidence of financial strength and resources to operate and maintain the terminal, as indicated by financial statements, and past project performance. Provide audited financial statements for the past three years and bank or other credit references for each member of the Proposer s team in an appendix Describe the experience of the Proposer and key individual team members in the management, operation and maintenance of large-scale container and transshipment ports or other relevant projects, including: (a) General description, including name, type, and location. (b) Scope of involvement. (c) Current status, including success in growing relevant cargo volumes under similar management or lease agreements. (d) Project management responsibilities. (e) Key personnel, including brief description of project responsibility. resumes in an appendix. Include their (f) References, including name, address, telephone number, and address. October 13, 2014 Page 17 of 26