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INVITATION TO BID (“ITB”)

TENDER ID: SFDC01/2023/SP

  • 1. In accordance with the commitment of San Fernando de Cortez, LLC (“SFDC”) to the State of Sonora, Mexico, to construct a Maritime Commercial Port (“Sonora Port”) on a private, deeded parcel along the shores of the Sea of Cortez (a/k/a Gulf of California), Sonora, Mexico, SFDC hereby invites bidders to take part in a Tender and submit their Highest and Best Proposal for the Acquisition and Construction of the Sonora Port with components such as (but not limited to) a New Commercial Port, an Industrial Zone, Tank Farm/s and a Manufacturing Center; which may include (but not limited to): (a) Container Berth, (b) Container Terminal, (c) Dry Bulk Import/Export Terminal, (d) Liquid Bulk Import/Export Terminal, (e) LNG Berths, (f) Product Tanker Berths, (g) Dry Dock, (h) And others (collectively “The Project”);
  • 2. The Bidding Process shall begin on 1 January 2023 at 09:30 EST. The starting Bid shall open at US$300,000,000 and shall terminate with the Highest and Best Proposal on or before its first anniversary*. The Tender shall include three stages and shall be conducted as an Electronic Tender as further detailed in this Tender;
  • 3. Bidders shall comply with the following Initial Requirements. Details of the Tender Requirements are included in Section 5 herein;
    • 3.1 The Bidder must be a Registered Corporation (“Bidder”), either in the U.S. or as a Foreign Registered Corporation in accordance with Laws and Regulations of the Country in which the Bidder is registered;
    • 3.2 The Bidder must also be registered with the various Governmental Ministries in Mexico as a Contractor (“Contractor”), or as New Corporation (“Corporation”), or as a Subsidiary of the Bidder’s Parent Company (“Subsidiary”), or as any other entity that will allow the Bidder legal presence in Mexico to (a) conduct its business, (b) comply with any applicable Tax and Labor Laws, (c) comply with any other Laws imposed on Contractors, Corporations, Subsidiaries, or any other business entity (or entities) chosen by the Bidder, and (d) to fulfill the provisions of this Tender;
    • 3.3 As Preconditions for the Acceptance of the Bidder’s Proposal and the execution of the Project’s Acquisition & Development Agreement with SFDC:
      • 3.3.1 Registrations specified in Sections 3.1 and 3.2 herein, or the exemption/s thereof, must be submitted to SFDC within 45 days from receiving the Letter of Acceptance;
      • 3.3.2 Bidder must register with SFDC at: www.SonoraPort.com/tender/registration/ or complete the Bidder Company Registration Form in Appendix A (Page 4 herein) and email completed Form to the Sonora Port Project Facilitator & Broker, Mr. Shiro Moree: shiro@gaaig.com;
    • 3.4 Along with their Proposal, Bidders must submit a verifiable documented proof of a Tender Security Deposit (“TSD”), locked with an Independent U.S. based Escrow Agent or a Lawyer holding an Escrow Trust Account with offices in the U.S. If Bidder does not have access to an Escrow Agent or a Lawyer holding an Escrow Trust Account in the U.S., SFDC will assist or introduce Bidder to such Independent service provider/s. TSD shall be a minimum of 15% of the Bidder’s Proposal;
      • 3.4.1 Should the Bidder’s Proposal be accepted, TSD shall serve as an Earnest Money Deposit (“EMD”) and shall be calculated as part of the Bidders Proposed Price
      • 3.4.2 Should the Bidder’s Proposal be rejected or not accepted, TSD shall be released to the Bidder along with a Declination Letter;
    • 3.5 The Bidder's Latest Financial Statement must not include a Going Concern Notice or Warning. For the purpose of this Tender, "Latest Financial Statement" means any Audit and/or Annual Financial Statement/s of the Bidders’ Company that is not earlier than January 2022;
  • 4. Website, Bidders Conference Call and Site Visit:
    • 4.1 Bidders are encouraged to visit the Sonora Port Project website: www.sonoraport.com, including a careful review of the Project’s Tender Documents: www.sonoraport.com/tender. For the Bidder’s convenience and to help Bidders in their decision to pursue this Tender, a “Bid/No-Bid Decision Making Tool” can be downloaded for free from the Project’s Website www.sonoraport.com/tender/bid-nobid/;
    • 4.2 SFDC may hold a zoom Conference Call on the 6 month anniversary from the start of the Bidding Process, Thursday, 01 June, 2023 at 10:00AM EST. Registered Bidders shall be notified via email of any changes to the zoom Conference Call. Bidders may elect to contact the Sonora Port Project’s Facilitator & Broker, Mr. Shiro Moree for any additional questions, clarifications, and any other Project related requests: shiro@gaaig.com;
    • 4.3 A Site Visit may take place on the 6 month anniversary from the start of the Bidding Process, Friday, 02 June, 2023 at 10:00AM EST. Bidders may participate at their own risk. Any changes to this scheduled Site Visit shall be posted on the Sonora Port Project website. Bidders may elect to visit the site on their own. No advanced notice is necessary; however, should a Bidder visit the site unaided, Bidder shall do so at Bidder’s own risk and shall notify SFDC of such visit via its Facilitator & Broker, Mr. Shiro Moree, shiro@gaaig.com;
  • 5. Tender Process & Documents:
    • 5.1 Firstly, Bidders must register with SFDC online at: http://www.SonoraPort.com/tender/registration/. Alternatively, Bidders may request the Registration Form from the Sonora Port Project Facilitator & Broker, Mr. Shiro Moree via email: shiro@gaaig.com, and submit the Form via email;
    • 5.2 After receiving a Confirmation of Acceptance, and a Confirmation ID from SFDC, Bidder shall complete the Proposal Submission Form online at: www.sonoraport.com/tender/proposal/. Bidders may request the Proposal Submission Form from the Sonora Port Project Facilitator & Broker, Mr. Shiro Moree via email: shiro@gaaig.com, and submit the Form via email. However, Proposal Submission Forms received via email take longer to process and Bidders may lose their cue in sequence;
    • 5.3 Bidders may submit additional Proposal/s for this Tender not sooner than 30 days from the previous Proposal, following the process outlined in Section 5.2. Bidders may contact the Project Facilitator & Broker, Mr. Shiro Moree: shiro@gaaig.com for any additional questions or clarifications. Along with New Proposal, Bidders must update their Financial Statement, their TSD and any other information as outlined herein to match their New Proposal. No additional Proposals will be accepted after 1 January, 2024, 5PM EST, unless otherwise notified via email or as may be posted on the Project website: www.SonoraPort.com;
    • 5.4 Tender Proposals received by SFDC shall be regarded as Confidential Documents and shall not be shared with any third party, except as required by law. Bidders are encouraged to maintain confidentiality of their communications and documents sent electronically;
    • 5.5 Completed and Signed Proposals shall be carefully examined by SFDC. SFDC shall not be obligated to accept or reject any Proposal. A Proposal that best fit the requirements of the Project at the Highest and Best Price shall be awarded a Project Acquisitions & Development Agreement (“ADA”) at SFDC’s own discretion. The ADA is a Confidential Document, therefore, it shall be awarded in a Pre-Scheduled In-Person Meeting;
  • 6. This Tender and Request for Proposals shall continue until it is awarded in accordance with the provision of this Tender as well as SFDC’s commitment to the State of Sonora, Mexico, to construct a Maritime Commercial Port on a private, deeded parcel along the shores of the Sea of Cortez (a/k/a Gulf of California), Sonora, Mexico;