TENDER ID: SFDC01/2023/SP

CONSTRUCTION OF MARITIME PORT ON A PURCHASED 1,300 HECTARE PARCEL ALONG THE SHORES OF THE SEA OF CORTEZ (GULF OF CALIFORNIA), SONORA, MEXICO

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REQUEST FOR & SUBMISSION OF PROPOSALS

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” or “The Project”) on a private, deeded parcel along the shores of the Sea of Cortez (a/k/a Gulf of California), Sonora, Mexico, SFDC hereby request Registered Bidders to submit their Highest and Best Proposal for the Acquisition and Construction of the Sonora Port as per the provision of specified here in;

    Accept

    2. The Project may include 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;

    Accept

    3. Only Registered Bidders who received a Confirmation of Registration and a Registration ID from SFDC may submit a Proposal for The Project;

    Accept

    4. The Bidding Process of this Tender shall include Three Stages and shall be conducted as an Electronic Tender: (1) Bidder’s Registration and the receipt of Registration ID; (2) Request & Submission of Proposals (as specified herein); (3) the award of Project Acquisitions & Development Agreement (“ADA”). This Tender and its Bidding Process, including all of its parts shall be regarded as Confidential 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;

    Accept

    5. Submission of Competitive Proposals 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. Proposal Submission Deadline may be modified to allow International Bidders to comply with the Rules and Regulations of their own jurisdiction, and to allow proper processing and selection of the Winning Proposal. Registered Bidders shall be informed and updated periodically;

    Accept

     

    6. Bidders may submit additional Proposal/s for this Tender not sooner than 30 days from the previous Proposal. 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. For questions or clarifications, Registered Bidders may contact the Project Facilitator & Broker, Mr. Shiro Moree at shiro@gaaig.com;

    6.1 Unless otherwise notified, all Bidders shall confirm their Final Proposals on or before 20 December, 2023, 5PM EST to allow proper processing and selection of the Winning Proposal;

    6.2 Bidder with the Winning Proposal shall be contact by phone via Bidder’s Contact Person, as well as notified via email to the Contact Person. Non-winning Proposals shall be notified via email to their Contact Person;

    6.3 Bidder with the Winning Proposal shall be awarded an Acquisitions & Development Agreement (“ADA”). The ADA shall be awarded in a pre-scheduled in-person meeting, no later than Thirty (30) days from the date Winning Notification;

    6.4 SFDC shall provide all Registered Bidder with all available Due Diligence (“DD”) material. Bidders are encouraged to initiate their own DD as soon as possible. The Winning Bidder shall have Forty Five (45) Days to complete the DD Process, and additional 45 days to close;

    Accept

    7. Along with their Proposal, Bidders must submit a verifiable documented proof of a No-Contingency Tender Security Deposit (“TSD”), locked with an Independent U.S. based Escrow Agent or an Attorney holding an Escrow Trust Account with offices in the U.S. If Bidder does not have access to an Escrow Agent or an Attorney 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 Fifteen Percent (15%) of the Bidder’s Proposal;

    7.1 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;

    7.2 Should the Bidder’s Proposal be rejected or not accepted by SFDC, TSD shall be released to the Bidder along with a Declination Letter;

    7.3 Should the Proposal be canceled by the Bidder within 14 days of Proposal Submission without a valid reason, said TSD shall be forfeited in favor of SFDC;

    Accept

    8. Along with their Proposal, Bidders must submit the Bidder’s Company’s Registration ID. Bidder’s may be a U.S. Registered Corporation or a Foreign Registered Corporation in accordance with Laws and Regulations of the Country in which the Bidder is registered;

    Accept

    9. 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 Proposal;

    Accept

    10. Along with their Proposal, Bidders must submit the Bidder’s Company’s Latest Financial Statement only as it relates to the Bidder’s No-ContingencyFinancial Stability to fulfill the Terms and Provisions of this Proposal. Latest Financial Statement must not include a Going Concern Notice or Warning. For the purpose of this Proposal, "Latest Financial Statement" means any Audit and/or Annual Financial Statement/s of the Bidders’ Company that is not earlier than January 2022.

    Financial Statements must bear the Name of the Bidder’s Company. If the Bidder is in Partnership, the Bidder’s Company shall hold the Majority Partner Position (minimum of 51%) with Collective No-Contingency Financial Stability to fulfill the Terms and Provisions of this Proposal;

    Accept

    11. Along with their Proposal, Bidders must submit the Bidder’s Company’s Declaration of Professional Capability. For the purpose of this Proposal, "Declaration of Professional Capability" means the Bidder has the technical knowledge, the experience and the capability necessary to execute the duties of this Proposal. Such Declaration can be provided by clicking “ACCEPT”;

    Accept

    12. Website, Bidders Conference Call and Site Visit:

    12.1 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;

    12.2 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. ShiroMoree for any additional questions, clarifications, and any other Project related requests: shiro@gaaig.com;

    12.3 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. ShiroMoree, shiro@gaaig.com;

    Accept

    13. Miscellaneous& Reiterations:

    13.1 Proposals must submitted in English only;

    Accept

    13.2 ADA shall be awarded to the most qualified Bidder. Cancellation or termination of the ADA by the Winning Bidder with or without valid reason will result in forfeiture of the TSD/EMD in favor of SFDC. The Winning Bidder shall have Forty Five (45) Days to complete the DD Process, and additional 45 days to close;

    Accept

    13.3 At its own discretion, SFDC reserves the right to reject any Proposal for any reason. Should the Bidder’s Proposal be rejected or not accepted by SFDC, TSD shall be released to the Bidder along with a Declination Letter. Once Proposal was accepted by SFDC, the Terms and Conditions and the Price Proposed by the Bidder shall be final and cannot be changed;

    Accept

    13.4 This Proposal and the identity of the Bidder are Confidential and will not be revealed except as required by law;

    Accept

    13.5 For any questions, clarifications, and any other Project related requests Bidders may contact the Project Facilitator & Broker, Mr. ShiroMoree: shiro@gaaig.com / +1.561.288.0653

    Accept

    14. I, the undersigned, hereby declare that I am authorized to submit this Proposal on behalf of the Bidder Company named below. I further declare that all the statements made in this Proposal are correct and true and that I have read and understood the content of all the documents and documentation relating to the Tender and this Proposal. I also confirm that I had the opportunity to ask questions and consult with the Project Representative prior to submitting this Proposal. Furthermore,I hereby confirm that the Bidder named below is strictly qualified to fulfill the Terms and Condition of this Proposal:

    Please Upload a Picture of Bidder Company Seal Here

    j. Notarization: