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;

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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;

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

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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;

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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;

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a. Registration ID:

b. Proposed Bid:

c. Number of Proposals submitted:

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;

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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;

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7.4 Please click here to attach TSD Documents and complete the following TSD Information:

a. Escrow/Attorney Name:

b. Escrow/Attorney Phone & Email:

c. Escrow/Attorney Address:

d. TSD Amount:

e. TSD Deposit Date:

f. TSD Deposit Confirmation:

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;

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8.1 Please click here to attach Bidder’s Company’s Registration ID and complete the following:

a. Company Name:

b. Company Address:

c. Contact Person’s Name:

d. Contact Person’s Phone:

d. Contact Person’s Email:

e. Bidder’s Country/State of Registration:

f. Company Registration ID:

g. Link to Bidder Company Registration:

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;

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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;

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10.1 Please click here to attach Financial Statement/s and complete the following Information:

a. Bidder’s Bank Name:

b. Bidder’s Bank Phone & Email:

c. Bank Contact Person:

d. Bank Contact Person Phone & Email:

e. Company Name on Financial Statements:

f. Bidder Company Partnership Position:

g. Bidder Company % Ownership:

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”;

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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;

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13.1 Proposals must submitted in English only;

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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;

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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;

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

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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

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a. Today’s Date:

b. Bidder Company Name:

c. Bidder Company Website:

d. Bidder Company Address:

e. Bidder Company HQ Phone &Fax:

f. Authorized Person Name & Title:

g. Authorized Person E-mail & Cell Phone:

h. Authorized Person Signature:

If Bidder Company Does Not have a Logo

a. Enter Notary Name:

b. Enter Notary Registration:

c. Enter Notary Expiration:

d. Enter Notary Jurisdiction:

e. Enter Notary Email:

f. Enter Notary Phone:

Please Upload a Picture of Notary Registration ID here:

Please Upload a Picture of Notarized Signature on this Document: