INVITATION FOR BIDS FOR THE CONCESSION OF CANAL DE …

Invitation for Bid N° CCO-19-001

INVITATION FOR BIDS

FOR

THE CONCESSION OF CANAL DE PANAMÁ STORES AND A NON-EXCLUSIVE LICENSE TO USE SOME TRADEMARKS IN THE STORES

Republic of Panama

______________________________________________________________________________________________________ Autoridad del Canal de Panamá Panama Canal Authority P a g e | 1

TABLE OF CONTENTS

Page DESCRIPTION OF SERVICES 2

PART I - PRICE OFFER 13

PART II – SPECIFICATIONS, TERMS, AND CONTRACT CLAUSES 14

1. Definitions 14

2. Grant of Lease 16

3. Grant of License 19

4. Store Outfitting 20

5. Store Inventory 21

6. Store Operation 23

7. Compensation 26

8. Reports, Books, Records, Audit Rights, Inspection 27

9. Covenants 29

10. Term and Termination of Concession (Lease and Licensing) 31

11. Representations, Warranties and Covenants 35

12. Indemnification and Insurance 36

13. Liquidated Damages 44

14. Dispute Resolution 45

15. Miscellaneous 47

PART III – MINIMUM REQUIREMENTS FOR QUALIFICATION AND EVALUATION

CRITERIA 53

Attachment N°1 - Panama Canal Authority (ACP) Trademarks 56

Attachment N°2 - ACP Brand Guidelines 58

Attachment N°3 - Official Product Line Guidelines 60

Attachment N°4 - Products on Consignment 68

Attachment N°5 - Quality Standard for Store Operation Guidelines 69

Attachment N°6 - Remodeling of ACP Property 70

Attachment N°7 - Standard for Electrical Installations at ACP Properties 72

Attachment N°8 - Store Design Criteria 74

Attachment N°9 - Form of Joint and Several Guarantee in case of Consortium 76

Attachment N°10 - Authorized Insurers and bonds forms 83


INSTRUCTIONS

Bid N° CCO-19-001 Date: November 13, 2018 Section (ACP) NCDN

Bid Type

Public bid based on highest Price Negotiated bid based on the highest Price. Negotiated bid based on Best Value. Two Stages Public Bid

SEND YOUR PROPOSAL TO:

PROPOSAL PACKAGE DELIVERY SECTION

Concession CONCESSION OF CANAL DE PANAMÁ STORES AND A NON-EXCLUSIVE LICENSE TO USE SOME TRADEMARKS

GENERAL DESCRIPTION OF CONCESSION

The Panama Canal Authority (ACP) is requesting bids from companies (“VENDOR”) interested in the concession to lease, stock, outfit, operate and maintain two “Canal de Panamá” Stores located one at each of two existing ACP´s Visitors Centers in the Panama Canal, in the Republic of Panamá. The VENDOR will also have a non-exclusive license to use several registered trademarks property of the ACP on the merchandise to be offered and sold only at the “Canal de Panamá” Stores object of this contract.

During the term of this Contract and upon prior negotiation and acceptance of the VENDOR, additional space might be incorporated, modified or subtracted to the concession in case the ACP decides to modify the existing buildings which result in more space for the stores. In such case, the fix price will be adjusted, taking in consideration the area added or reduced to the concession with the added or reduced space and stores. However, the ACP is not obligated to offer the VENDOR or contract with the VENDOR any future stores in other ACP´s facilities and the VENDOR does not have any right to expect that any new store developed in other ACP´s facilities would be granted to the VENDOR or added to this contract.

The Stores included in this bid are the following:

Item Store Visitor Center Location Aprox. deliver

date

Aprox. Operation Start date

Sales area m2

Stock room area

m2

Total area m2

N° 1 Store 1 -

CVM Centro de Visitantes

de Miraflores Miraflores Locks - Pacific

Side (Ground floor) 02/28/19 04/15/19 42.3 None 42.3

N° 2 Store 2 -

COA Centro de Visitantes

de Agua Clara Agua Clara Locks –

Atlantic Side 02/28/19 04/15/19 60.0 6.0 66.0

Item Description

N° 3 A non-exclusive license to use several registered trademarks property of the ACP in products to be sold in the stores

Tenderers must bid on all items listed above. As soon as this Contract is awarded, the successful Tenderer becomes a VENDOR of the ACP. Within fifteen (15) days after the Contract award, the VENDOR shall submit the ACP a detailed schedule stating the different tasks to be developed as requested in this Contract, and the delivery dates for each task in order to: (i) have the merchandise required, and (ii) each store’s design, shelves, personnel, and equipment needed to initiate operations simultaneously in all concession areas, not later than April 15, 2019.


BACKGROUND OF THE ACP AND THE VISITORS CENTERS

The Panama Canal Authority is an autonomous legal entity established pursuant to Title XIV of the Constitution of the Republic of Panama and organized by Law No. 19 of June 11, 1997 responsible for the operation, management and modernization of the Panama Canal. Its mission is to operate the Canal and other businesses in a safe, continuous, efficient, and profitable manner. Comprehensive information on ACP’s history, operations, financial performance, market and organization can be obtained at its website, www.pancanal.com. The organizational structure of the ACP can be reviewed also at www.pancanal.com. The Panama Canal activities can be followed at the following social media Facebook, twitter and Instagram, account: canaldepanama or download the Canal de Panamá application from Google Play or App Store. The ACP operates two Visitors Centers located one in the Pacific and another in the Atlantic side of the Panama Canal. These facilities offer an opportunity for local visitors and international tourists to observe the lockage operations and transiting of vessels through the Agua Clara locks (Atlantic side) and Miraflores locks (Pacific Side), and to enjoy other amenities and services provided in or adjacent to the Visitor Centers. a. The Miraflores Visitor Center (CVM), located at the Miraflores Locks site, presents through exhibits, simulators, models and movies the history, evolution, performance and prospects of the Panama Canal, while conveying the waterway’s importance for Panama and the world. It gives visitors the opportunity to watch from terraces the lockage and transit operations of the Panama Canal from a short distance. The Miraflores Visitor Center has an area of approximately 18,000 square meters, which includes an open area of about 6,000 square meters and a closed area of approximately 12,000 square meters. The Center has a Building Management System, which controls the temperature and humidity levels, and also controls and monitors the security alarm systems. The center is staffed by ACP personnel, which includes guides, hosts, management, maintenance and security personnel, and food and beverage third party staff. The Center has currently a theater for 170 seated people, four (4) exhibition halls, and a restaurant with a panoramic view of the locks, two (2) snack bars, a terrace a gift shop (the current Store to be concessioned), a lounge for special events an exterior promenade, and a parking lot. All these allow visitors to enjoy their visit, while comfortably observing the transit of ships. Other restaurants, amenities and theaters could start operation during this concession period. An IMAX theater to be operated by a concessionaire, adjacent to the CVM, is under construction and is expected to be completed and operating within the next six months. The IMAX theater is a separate building from the CVM, however will be connected through adjacent external sidewalks and stairs to the CVM entrance. The IMAX building will include a shop in which the IMAX concessionaire will sell memorabilia and souvenirs related to the movies that it shows and other articles of interest to the visitors. The main movie that will be shown is about the Panama Canal. The Center is open every day from 08:00 to 18:00; however, the Panama Canal Authority may extend, reduce or modify working hours upon prior notice. This center receives approximately 2,150 visitors per day. From October 2017 to September 2018, approximately 783,000 visitors attended the CVM. The ACP charges entrance fees to visitors to enter the CVM and the Store is within this building so customers to the Store have to pay the entrance ticket in order to access the Store.

http://www.pancanal.co/

http://www.pancanal.com/

http://www.pancanal.com/


b. The Agua Clara Visitor Center (COA) overlooks Gatun Lake from a high point next to the southern entrance of the new Panama Canal third set of locks, in Agua Clara, on the Atlantic side of the Canal. This observation center provides a venue to view the recently completed Neo-Panamax locks transit operations on the Atlantic side and the Gatun Lake, presenting a window to the operations of the expanded Canal. The COA is staffed by ACP personnel, which includes guides, management, hosts, security personnel, and food and beverage third party staff, vendors and concessionaires. This center has approximately 5,500 square meters of built space, sidewalks, parking lot areas and landscaped gardens, which makes it possible to receive up to 1,000 people per day. The COA has a park-like concept in a tropical jungle setting, with open platforms and roofed terraces staggered to facilitate an unobstructed view of the Agua Clara Third Set of Locks for up to 400 visitors simultaneously. The buildings are independent modular architectural facilities for visitors that intertwine with nature, taking advantage of existing topographic contours. The entrance to the Center is located in the main building in order to have a safe and orderly access area for the public. The ACP charges entrance fees to visitors to enter the COA, and the Stores and other concessions are within this facility. The COA includes: a restaurant, a snack bar, a gift shop (Store to be granted), restroom facilities for visitors and for Center employees, lockers for concessionaire employees and maintenance contractors, water fountains, office space, an air conditioned video room for up to 60 people, a screening and simultaneous interpretation room, stage area for events, storage area, an infirmary, access ramps for individuals with disabilities, and a control area for monitoring entrance security. The main building of the COA has three (3) observation points: Two terraces (M1 and M2) located on the upper left corner of the complex, next to the Third Set of Locks, with capacity for 400 people standing on the stepped observation terrace. El Mirador (M3), located at the southern end with an 180o direct view of Gatun Lake, is spread out on two levels. It has a restaurant area with capacity for 80 people and a bar for 10 people, a kitchen with electric appliances (industrial hood and ventilation) and access to independent supply and storage areas, restrooms, access ramps, and water fountains. This restaurant is operated by a third party concessionaire. This Center opens every day from 08:00 to 16:00; however, the ACP has the right to extend, shorten or modify working hours upon prior notice. From October 2017 to September 2018, the COA received approximately 160,000 visitors, an average of 430 visitors per day. The ACP is currently developing a tourism masterplan that may result in the addition over time of other attractions, tours, amenities, facilities, attractions and upgrades to the CVM and COA facilities as well as to the surrounding areas. Currently the ACP is conducting market studies for the concession of an observation experience such as a gondola lift that would span the Canal from the Miraflores locks to the Cocoli Locks, as well as an observation balloon for sightseeing the locks and canal. These facilities might be developed within and in close proximity of the Miraflores area and may include as part of the concession restaurants and gift shops. Also, ACP is in the process of expanding the access road bridge to the Miraflores Visitor Center from the current one lane (One way) traffic to a two lane (two way) bridge. This works are expected to be completed in 2019.

OFFICIAL CURRENCY

All prices indicated in this Bid and in the proposals should be in Balboas (B/.) or in United States Dollars (US$)

PROPOSAL


A. GENERAL INSTRUCTIONS FOR SUBMISSION OF PROPOSAL

1. The proposal shall be submitted in two (2) opaque and sealed envelopes in such a way that its contents cannot be read through the envelopes and tightly sealed in such a way that any attempt to open, breach or tamper with them would be noticeable and evident.

2. FIRST SEALED ENVELOPE (labeled) - PRICE PROPOSAL: This envelope shall contain:

2.1 Price Proposal – Using the form showed on page 13 of this invitation for bid, tender shall

present three (3) sets of the price proposal, all sets must be signed in manuscript in ink by the legal representative of the Tenderer or by the person formally and legally authorized by the Tenderer to hold such representation” 2.2 Proposal bond - signed by the Legal Representative of the Tenderer and the Authorized Insurer; this proposal bond shall be on the amount of FIFTY THOUSAND DOLLARS (US$50,000.00).

3. SECOND SEALED ENVELOPE (labeled) – TECHNICAL PROPOSAL: This envelope shall include: All documentation required to comply with the minimum requirements described in the PART III – MINIMUM REQUIREMENTS FOR QUALIFICATION. 1. The Tenderer should submit three (3) sets of the technical proposal, one original and two

(2) copies. All sets must be signed in manuscript in ink by the legal representative of the Tenderer or by the person formally and legally authorized by the Tenderer to hold such representation.

2. The sealed envelopes containing the price and technical proposal should be submitted with the following information printed or typed on the front:

a. Panama Canal Authority b. Bid No. CCO-19-001 c. Date, time (am / pm) and place established for the submission of the proposal. d. Tenderer legal name in print

3. All proposals must include identifying data of the entity presenting the Bid, including corporate address, legal representative names, stockholder names, e-mail, phones, and documentation evidencing its legal existence and residence. (Please refer to “Section B. Information and Documents to be Presented and Included in the Proposal Package”). The documentation required to prove its legal existence and legal representation, should be presented duly authenticated.

4. The proposal shall include all required and relevant documents considered or appropriate to demonstrate that the Tenderer meets the qualifications required to fulfill this Contract.

5. Each Tenderer, by making or submitting a Bid, is affirmatively expressing and representing that: (i) has read and fully understood the Invitation for Bids Documents, and (ii) the Bid is made in accordance therewith.

6. By making or submitting a Bid, each Tenderer affirmatively expressing and representing to the ACP that: (i) has the ability, authorization, experience, knowledge, capabilities, resources and competency to execute the services required in this Bid; (ii) shall accomplish the objectives required herein; and (iii) has taken into account Panamanian Law regarding taxes, duties, customs, immigration, labor and all applicable laws, conventions and treaties that may impact the services to be rendered.

7. Each Tenderer, by making or submitting a Bid, is affirmatively expressing and representing that he knows and accepts that the ACP does not provide tax, fiscal or legal advice of any kind and makes no representation on this matters to the Tenderer.


Each Tenderer is solely responsible for obtaining, by its own means, any legal, immigration, customs or fiscal advice and information that he may require to comply with their tax and legal obligations in the Republic of Panama, if any, so expressly renounces to any claim against the ACP in this regard.

B. INFORMATION AND DOCUMENTS TO BE PRESENTED AND INCLUDED IN THE

TECHNICAL PROPOSAL PACKAGE

The technical proposal should include all documents listed on PART III – MINIMUM REQUIREMENTS FOR QUALIFICATION in the sealed package. Documentation should be presented using an index of the requirement listed and should include all documentation supporting each requirement.

C. PROPOSAL FORMATS: LETTERS

i. Format letter accepting terms and conditions in the proposal. Mr. Boris A. Zachrisson Contracting Officer Panama Canal Authority Ref: Concession Contract for the “Canal de Panama Stores” and a non- exclusive license to use some ACP trademarks, under Invitation for Bid No. CCO-19-001. Mr. Zachrisson: I ______________________ (name and general information of the legal representative or duly authorized representative, if tender is a consortium should be the person authorized by the consortium), acting on behalf of ___________________ (name and the general information of the corporation, if tender is a consortium should mentioned those companies constitute the consortium) duly authorized to present this letter, hereby declares that we accept, without

reservation or conditions, all terms and conditions of the Invitation for Bids N°CCO-19-001 and its

amendments, and we undertake to meet the same. Therefore and under such terms, we present to the Panama Canal Authority our bid. We propose to pay the Panama Canal Authority the amount detailed in our price proposal for the award of this Contract and other compensations established, as indicated in the Invitation for Bid N° CCO-19-001. Enclosed you will also find the FIFTY THOUSAND DOLLARS (US$50,000.00) proposal bond, as required in this invitation for bids. Please, also find attached, original or authenticated copies of the documents requested, demonstrating our company experience and compliance, as well as the documentation proving the existence and effective legal representation of our company. _________________________________________ Name of Legal Representative


ii. Format letter certifying that there is no legal impediment to contract or perform this Contract. Mr. Boris A. Zachrisson Contracting Officer Panama Canal Authority Ref: Concession Contract for the “Canal de Panama Stores” and a non- exclusive license to use some ACP trademarks, under Invitation for Bid No.CCO-19-001. Mr. Zachrisson: I ______________________ (name and general information of legal representative or duly authorized representative, if tender is a consortium should be the person authorized by the consortium), acting on behalf of ___________________ (name and general information of the corporation, if tender is a consortium should mentioned those companies constitute the consortium) duly authorized to present this letter, hereby certify that there is no action, suit, investigation, litigation or proceeding or any legal impediment, that could affect or threaten to affect our capability to perform this Contract described in this Invitation for Bids N°CCO-19-001. _________________________________________ Name of Legal Representative iii. Conflict of interest disclosure letter (In case of no conflict) Mr. Boris A. Zachrisson Contracting Officer Panama Canal Authority Ref: Concession Contract (Lease) for the operation of the “Canal de Panama Stores” and a non- exclusive license to use some ACP trademarks, under Invitation for Bid No. CCO-19-001. Mr. Zachrisson: I ______________________(name and general information of the legal representative or duly authorized representative, if tender is a consortium should be the person authorized by the consortium), acting on behalf of ___________________ (name and general information of the corporation, if tender is a consortium should mentioned those companies constitute the consortium) duly authorized to present this letter, hereby certifies that, to the best of our knowledge, there are no relevant facts or circumstances (including of our Executives, Board Directors, Legal Representatives and controlling stockholders) which could give rise to a real or potential conflict of interest that may affect our capacity to serve the best interests of ACP under this Contract.


We agree that if an actual or potential conflict of interest is discovered after award, we will make full disclosure in writing to the Contracting Officer. This disclosure shall include a description of actions taken or propose to take, after consultation with the Contracting Officer, to avoid, mitigate, or neutralize the actual or potential conflict.

_________________________________________ Name and Signature of Legal Representative iv. Conflict of interest disclosure letter (in case of conflict) Mr. Boris A. Zachrisson Contracting Officer Panama Canal Authority Ref: Concession Contract (Lease) for the operation of the “Canal de Panama Stores” and a non- exclusive license to use some ACP trademarks, under Invitation for Bid No.CCO-19-001. Mr. Zachrisson: I ______________________(name and general information of the legal representative or duly authorized representative, if tender is a consortium should be the person authorized by the consortium), acting on behalf of ___________________ (name and general information of the corporation, if tender is a consortium should mentioned those companies constitute the consortium) duly authorized to present this letter, hereby certifies that we have disclosed in the attachment to this letter, all relevant information regarding any actual or potential conflict of interest (including of our Executives, Board Directors, Legal Representatives and controlling stockholders) that could affect or potentially affect our capacity to serve the best interest of ACP under this Contract. We agree that if a new or potential conflict of interest is discovered after award, we will make full disclosure in writing to the Contracting Officer. This disclosure shall include a description of actions taken or propose to take, after consultation with the Contracting Officer, to avoid, mitigate, or neutralize the actual or potential conflict. Attachment (if necessary) _________________________________________ Name of Legal Representative

CONSORTIUM Two or more companies (incorporated legal entities) may submit a Proposal through a team up in any contractual relationship such as joint venture, association, partnership, consortium (hereinafter


consortium). All the companies forming part of the contractual relationship of the consortium will be unlimited, jointly and severable responsible and liable for the proposal and for the contract obligations. In this case, the overall experience, past performance, and the documentation from each individual member of the consortium, will be evaluated and analyzed as a whole as if they were one. Where the proposal is filed jointly under this Section, all of the members that are part of the Consortium, shall comply with the following in their proposal:

1. Each of the members of the Consortium, shall identify themselves individually, providing relevant and

current information about their particular experience, its incorporation data, physical address and point of contact, as well as a description of its corporate organization (Headquarters, holding, branches, subsidiaries, etc.) so that the ACP can determine that the experience and track record individually provided to the Consortium actually corresponds to that member.

2. Each of the members of the Consortium, must provide documentation stating that those who signed the agreement of Constitution of the Consortium have the power to represent the company on whose behalf they act. These documents shall be submitted in original or copies duly authenticated by a notary. In the case of documents issued abroad, they must be Apostilled conformant with the 1961 Hague Convention abolishing the requirement for legalization for foreign public documents, or legalized by a Consular Office of the Republic of Panama.

3. The Consortium should provide a detailed description of the role that each of the members will have in the Consortium, during the execution of this Contract.

4. Submit a joint and several guarantee (bond) as set forth in Attachment 9, signed by each of the members of the consortium, in which each of them, guarantee to the ACP to perform individually and collectively all of the obligation of the consortium arising out of their proposal and this Contract, so that the ACP may require to any of the members of the consortium individually, the complete fulfilment of the obligations arising from their proposal and from this Contract.

5. Submit the original or an authenticated copy of the Charter Agreement of the Consortium signed by all the members, notarized and Apostilled conformant with the 1961 Hague Convention abolishing the requirement for legalization for foreign public documents, or legalized by a Consular Office of the Republic of Panama. The Charter Agreement will not be considered valid if does not contain at minimum the following provisions within its text:

(a) Name of the Consortium and each individual member, their individual and Consortium incorporation data, the general information of all of them and the address of the Consortium, and of its individual members;

(b) Designation of one member as the duly authorized representative of the Consortium (hereinafter “Lead Member”) who should have the legal authority to bind the others members of the Consortium and/or negotiate on its behalf, as the case may be;

(c) Name of the authorized person who can act on behalf of the Lead Member and who must have all the legal powers needed to exercise the effective representation of the Consortium. Such powers should be included expressly and in a clear way in the text of the consortium chart agreement

(d) Details of the percentage of shareholding of each member in the Consortium;

(e) Details of the voting arrangements related to the shareholding percentage of the members of the Consortium;

(f) Definition of this Contract responsibilities for each one of the member parties of the Consortium;

(g) Include a provision that provides for the joint and several liability of all the members of the Consortium to the ACP, without any limitation or conditions;


(h) Include a provision that provides expressly the following: “None of the provisions of this charter agreement can be contrary, enter in conflict or seek to develop or interpret the provisions of: (i) this Contract to be entered into with the ACP in the event of an award; or (ii) any other laws or rulings of the ACP. If there is a conflict between the provisions contained in this consortium agreement and the Contract entered into with the ACP or any ACP laws and rulings, the Contract and those laws and rulings will prevail.”

(i) Include a provision that provides that the assignment of rights and obligations by one or more of the members forming the Consortium or the assignment of rights and obligations of the Consortium to another specific corporation shall be previously reviewed and approved by the ACP.

(j) Include a provision that provides that any change to the charter agreement of the consortium shall be reviewed and approved previously by the ACP.

The consortium cannot change the composition of the members of the Consortium, once this Contract has been awarded, without the prior authorization in writing of the ACP.

By any means, the ACP will not authorize the replacement of a member of the Consortium, if the new member do not equals or exceeds the minimum requirements that were taken into account to qualify the member to be replaced. Any authorization issued by the ACP, at the request of the Consortium, regarding the assignment of this Contract awarded to a specific corporation, will be conditioned and therefore such assignment should not be effective, until the delivery by the consortium of a new guarantee (bond) of solidarity and unlimited joint liability in favor of ACP granted by each and every one of the members of the assignor Consortium and of the specific corporation. In this bond it should be stated that the joint, several and unlimited responsibility lies with each and every one of the members that hold interest or are shareholders of such specific corporation, as if it were one.

PROPOSAL BOND Tenderers must submit in the Price Proposal envelope, along with their price offer, a proposal bond on the amount of FIFTY THOUSAND DOLLARS (US$ 50,000.00). The proposal bond is presented to guarantee that the successful Tenderer will undertake the Contract under the terms at which they bid. This guarantee will be valid for ninety (90) calendar days from the day set for receipt of proposals.

PROPOSAL PACKAGE DELIVERY Proposal packages should be delivered at first floor, Building N° 710, Panama Canal Authority, Balboa, Monday to Friday, from 08:00 to 15:00, no later than January 31, 2019. Proposal package should be delivered at the designated location prior to the bid opening date and time. Tenderers should assume full responsibility for timely delivery of its bid at the location designated.

SITE INSPECTION OF VISITOR CENTERS A site inspection to the different areas where the stores are located will be held on November 20, 2018. Interested Tenderers shall call (507) 272-1855, Monday to Friday, from 08:00 to 15:00, or write to Ms.

http://en.wikipedia.org/wiki/Contract


Ariadna Perdomo, at [email protected], to confirm participation to the site visit. During the visit,

interested personnel must carry their measuring tools or other equipment required to take measurements. An ACP representative will accompany them during the visit.

PRE-TENDER CONFERENCE As part of this Bid Announcement, the ACP will hold a pre-tender conference on December 18, 2018. The objective of the pre-tender conference is to allow interested tenderers to inquire about the technical and legal requirements of this invitation, as well as to clarify any part or aspect of the Bid. Parties interested in participating in the pre-tender conference shall contact Ariadna Perdomo. [email protected] , (507) 272-1855, to confirm their attendance.

CONSULTATION PERIOD Tenderers interested in this Invitation for Bids, which need further explanation or information regarding the terms and conditions stated in this document, must send their questions in writing or via email to allow ACP to answer in writing and respond to all participants. Questions asked by any tenderer will be responded to all tenderers without revealing who made the question. Interested Tenderers may submit their inquiries to the attention of Ariadna Perdomo, at [email protected], no later than January 4, 2019

REGULATIONS AND BIDDING PROCESS This Concession Contract will be granted under “CHAPTER XVII. Concessions and Special Services” of the Panama Canal Acquisition Regulation (Lease), available at http://www.pancanal.com/eng/legal/reglamentos/acquisition-compilation.pdf and under the Commercial, Industrial Activities or Benefit Services of the Panama Canal Authority Regulation (Licensee) available at http://www.pancanal.com/eng/legal/reglamentos/acuerdo35-eng-compilation.pdf

However, for procurement purposes only, this Bid will be carried under the rules of a “Negotiated Bid

Based on Highest Price” (See CHAPTER IX, Fourth Section of the Panama Canal Acquisition Regulation as indicated above). In a “Negotiated Bid Based on Highest Price”, the choice of the successful tenderer, is based on the bid proposing the highest price (payment to the ACP). (Please See PART III – MINIMUM REQUIREMENTS FOR QUALIFICATION in this document) Beside CHAPTER XVII and the applicable rules of CHAPTER IX stated above, the following procurement provisions of the Panama Canal Acquisition Regulation, which refer only to the process of bidding, will apply to the selection process: Articles 1A, 1B and articles 2, 8, 9 and 10 of Chapter I, only as applicable to Concession (Lease) contract.

Chapter II, excluding articles 14 and 15.

Chapter III.

Section three and Four of Chapter IV, only as applicable to Concession (Lease) contract.

Article 29 of Section One of Chapter V.

Articles 38, 39, 41 and 42 of Section Two of Chapter VI.

Section One of Chapter VII.

mailto:[email protected]



http://www.pancanal.com/eng/legal/reglamentos/acquisition-compilation.pdf

http://www.pancanal.com/eng/legal/reglamentos/acuerdo35-eng-compilation.pdf


Articles 57 to the 69B of Section One, Section Three and Section Four of Chapter IX, understanding that the best price will be the higher price.

Section One (only when referring to the “selection process”), Two and Section Three of Chapter X.

Sections One, Two, Four, Five, Six and Seven of Chapter XI.

Section One, Section Two, only as applicable to Concession (Lease) contract, Section Three, Four, Five, Seven and Eight of Chapter XIII, excluding articles 157, 159, 161 and 161-A.

Chapter XV.

Chapter XVI.

Chapter XIX The remaining provisions of the Panama Canal Acquisition regulation which are not related to the bid process, shall not apply to this Contract. Prospect Tenderers must take into special consideration that under First Section of Chapter VII of the Panama Canal Authority Acquisition Regulation, the ACP will also apply, among others, articles 44 and 45 in order to confirm that the Tenderer is qualified, prior to awarding this Contract.

AMENDMENTS All amendments to this Invitation for Bids shall be in written format. Amendments will be issued no later than five (5) calendar days prior to the bid opening deadline, except for an amendment cancelling the Invitation for Bids, or an amendment that includes the postponing of the bid opening; or under the circumstances stated in Section 6 of Article 81 of the Panama Canal Authority Acquisition Regulation.

CONTRACTING OFFICER’S REPRESENTATIVE (COR) The Contracting Officer’s Representative (COR), as designated by the Contracting Officer (CO), is an ACP employee responsible for the technical management and coordination of the concession. The responsibilities and limitations of the COR will be addressed in a separate letter to the Tenderer selected at the time of award of this Contract. The COR is responsible for receiving the submittals related to this contract and to review the Tenderer selected products for accuracy and conformance to contract requirements and providing consolidated comments to the Tenderer selected. He is also responsible for addressing and resolving all technical issues related to the concession services under this Contract. All decisions related to the final acceptance, changes to the terms and conditions of this Contract, especially those involving cost changes, and approvals of payments, are the sole responsibility of the Contracting Officer.


PART I - PRICE, Bid N° CCO-19-001

The Panama Canal Authority (ACP) has determined the following prices for the concession (Lease and Licensing) under this contract. (Please refer to Section 7. Compensation) LEASE FEES: Miraflores Visitor Center - $45.00 per square meter, US$1,903.50 monthly fee - CVM Agua Clara Visitor Center - $12.00 per square meter, US$ 792.00 monthly fee - COA NOTE: an annual increment of 5% will be apply on lease fee amounts, during term of contract. ROYALTY FEE: Annual Royalty fee US$8,000 per year PRICE BID: A base price of 12% of gross revenues from sales has been established for this concession. Tenderers are advised that amount to be offered should be equal or greater than this base

variable price established by ACP. Tender shall submit their Bid Price using the following format: TENDER NAME: ________________________________________________________

VARIABLE PRICE (%) ON GROSS REVENUES - PANAMA CANAL STORES

BASE VARIABLE PRICE 12%

PROPOSED VARIABLE PRICE

PRICE BID


PART II – SPECIFICATIONS, TERMS, AND CONTRACT CLAUSES.

1. DEFINITIONS

1. Defined Terms. The following capitalized terms as used in this Contract shall have the

meanings set forth in this Section 1 (Definitions):

(a) "Contract" means this document, containing the Invitation to Bid and the terms and conditions for the Lease and Licensing (The “CONCESSION CONTRACT“), including the cover page, preamble, exhibits, attachments, addendums, appendices, and any future amendments hereto, all of which are incorporated herein by reference.

(b) “ACP” means Panama Canal Authority.

(c) "ACP Brand Guidelines" means the rules and practices with respect to the appearance and manner of use of ACP Trademarks as set forth in Attachment 2, as such rules and practices may be modified or amended from time to time by ACP, provided to the extent there is any conflict or inconsistency between an existing and new rule or standard, the new rule or standard shall take precedence.

(d) "ACP Trademarks" means the Trademarks listed in Attachment 1 hereto, as may be amended for general application (i.e., not specifically for VENDOR) from time to time at ACP's sole discretion to reflect modifications to the appearance of such Trademarks and the guidelines for use of such Trademarks, including complying with ACP Brand Guidelines.

(e) "Authorized Insurer" means any insurance company legally established in the Republic of Panama and authorized by the ACP and the Superintendencia de Seguros y Reaseguros de Panamá (Insurance and Reinsurance Superintendence of the Republic of Panama) to conduct general and technical insurance businesses, which may subscribe, per insurance policy or bond, up to ten percent (10%) of the last adjusted technical net worth set forth in the quarterly report published by the Insurance Superintendence of the Republic of Panama during the period when the insurance policy or bond is to be issued

(f) “Effective Date” means the date in which this Contract is awarded.

(g) "Gross Revenues" means all gross income derived from VENDOR's sales and any other retail sales, sponsorship income as well as merchandizing, branding, advertising and operations revenue generated by or at the Stores, provided however, that Gross Revenues shall exclude (i) the amount of any applicable sales taxes (ITBMS) separately stated in the invoice and collected from customers in connection with the retail sale of Merchandise Inventory or services and (ii) cash and credit or debit card refunds to customers for Merchandise Inventory returned. Gross Revenues shall include all payments and sales accruals for Merchandise Inventory (as defined in Section 5.1 (Merchandise Inventory) and services rendered whether by cash, check, money orders, electronic money transfer, debit card or credit card (If payments for merchandise inventory and services are made by credit cards or debit cards, credit and debit card fees paid or accrued to financial institutions shall not be deducted from Gross Revenues), or by way of rentals or fees, discounts, commissions, or credits, except as specifically excluded from Gross Revenues. Gross revenue in credit or debit card or other credit or check sales is considered executed once the sale is either accrued or the merchandise delivered regardless if the VENDOR receives actual money payment or not. Whatever, if any commissions, dues or


percentage-of-sales fees or incentives, reimbursements or discounts the VENDOR might pay or give to guides, tour operators or other agents of any kind, for bringing customers to the Stores or for sales, shall not be netted from displayed prices or deducted from sales revenue to reduce or adjust Gross Revenues.

(h) "Gross Revenues from Products on Consignment" means all gross income derived from VENDOR’s sale of Products on Consignment (as defined in Section 5.4 (Products on Consignment)) at the Stores, provided however, that Gross Revenues from Products on Consignment shall exclude: (i) the amount of any applicable sales taxes separately stated and collected from customers in connection with the sale of Products on Consignment, (ii) cash and credit card refunds to customers for Products on Consignment returned. Gross Revenues from Products on Consignment shall include all payments for Products on Consignment whether by cash or credit (if payments for merchandise inventory are made by credit cards, credit card and debit card fees paid or accrued to financial institutions shall not be deducted from Gross Revenues), or by way of rentals or fees, discounts, commissions or credits, except as specifically excluded from Gross Revenues from Products on Consignment. Gross revenue from credit or debit card sales or other credit or check sales is considered executed once the sale is either accrued or the merchandise delivered regardless if the VENDOR receives actual money payment or not. Whatever, if any, commissions, dues or percentage-of-sales fees or incentives, reimbursements or discounts the VENDOR might pay or give to guides, tour operators or other agents of any kind, for bringing customers to the Stores or for sales generated by customers, shall not be netted from displayed prices or deducted from sales revenue to reduce or adjust Gross Revenues.

(i) "Intellectual Property" means any and all patents, patent applications and patent rights (including, but are not limited to, divisional, continuations, continuations-in-part, reissues, renewals, extensions, re-examinations, provisional patent applications), trademarks, registered and unregistered copyrights, mask works, trade secrets, know-how, inventions, discoveries, improvements, technical and proprietary information, and other intellectual property, industrial property and proprietary rights throughout the world, and applications, registrations, and grants related thereto.

(j) "Official Product Line" means the official line of ACP products that bear the ACP Trademark(s) that are sold at the Stores.

(k) "Person" means any individual, corporation, partnership, trust, limited liability company, association or other entity.

(l) “Stores” means only the stores, object of this contract, located in Panama Canal Areas, and where Official Product line is sold by the VENDOR. At the time of the bid, the Panama Canal stores are: Store N° 1 - located in the ground floor of the Miraflores Visitors Center (CVM); Store N° 2 - located in the Agua Clara Center (COA) at Agua Clara.

(m) “Sub-contractor” means a company authorized by the VENDOR to design and/or produce the products of the ACP official line; or to import and export products of the ACP official line. VENDOR is responsible to ensure that its subcontractors as defined in this contract comply with the terms of this document. VENDOR shall be responsible and liable for any breaches of any of such subcontractors of the terms of this Contract.


(n) " Trademarks" means (a) trademarks, service marks, trade names, service names, trade dress, logos and other identifiers of same, including all goodwill associated therewith, and any and all common law rights, and registrations and applications for registration thereof, all rights therein provided by or under any applicable law, international treaties or conventions, and all reissues, extensions and renewals of any of the foregoing; and (b) all intellectual property rights arising from or in respect of domain names, domain name registrations and reservations.

(o) “VENDOR” means the legal entity awarded this Contract, the “Tenderer selected” or the contractor. ACP and VENDOR shall each be referred to herein individually as a "Party", or collectively as the "Parties".

Terms Defined Elsewhere in this Contract. For purposes of this Contract, the following terms have the meanings set forth in the pages indicated:

ACP Indemnified Parties ........................................................................................................... 36 ACP’s Indemnity ....................................................................................................................... 37 ACP Signage ............................................................................................................................ 20 Books and Records ................................................................................................................... 27 Capital Improvements ............................................................................................................... 20 CECAP .................................................................................................................................... 46 Claims ....................................................................................................................................... 36 Combined Gross Revenues ...................................................................................................... 27 Products on Consignment ......................................................................................................... 22 Cure Period ............................................................................................................................... 31 Force Majeure Condition ........................................................................................................... 48 Information ................................................................................................................................ 48 Material Breach ......................................................................................................................... 31 Merchandise Inventory .............................................................................................................. 15 Official Product Line Guidelines ................................................................................................ 22 VENDOR Indemnified Parties ................................................................................................... 37 Remaining ACP Products ......................................................................................................... 32 Sales Statement ........................................................................................................................ 27 Term ......................................................................................................................................... 31 Termination Date ...................................................................................................................... 32 2. GRANT OF LEASE

2.1 Grant of Lease. ACP hereby leases to VENDOR the Stores (areas shown on

figures 1 and 2 on this paragraph) for the sole purpose of operating the Stores as retail concessions. The lease granted hereunder shall commence on the Effective Date and shall continue in full force and effect for the Term of the Contract, as set forth in Section 10 (Term and Termination of Concession) or until earlier terminated in accordance with the provisions of the Contract.


Figure 1 – Store area – CVM


Figure 2 – Store area - COA

2.2 Additional Space in existing Stores. Additional space to the existing stores could be added to the concession as may be the result of renovations or upgrades of the facilities by the ACP. However, such renovation or upgrades does not constitute a right of the VENDOR by virtue of this Contract. If ACP offers to the VENDOR to include the additional space, the parties will amend this Contract, in order to add the additional area to existing stores and to modify Section 7 (Compensation), regarding the lease fees and royalty fee. In the event of such circumstances, the Variable Fee on Gross Revenues indicated in this Contract will remain and will apply to sales of the new store. The VENDOR, by virtue of this contract does not acquire the right of first-refusal or to be awarded the contract for any new concession or lease of Stores located in other sites that the ACP might develop or build in the future.

2.3 New Stores Option. The option to include new Stores or additional “Canal de Panamá” stores, does not constitute a right of the VENDOR by virtue of this Contract, therefore, VENDOR expressly accepts and recognizes that the ACP will be the only one, which unilaterally may offer the new Store to VENDOR or to a third party. Any right not expressly granted to the VENDOR herein is expressly reserved to ACP.

2.4 Relocation of stores. The ACP, as part of upgrades or renovations of the facilities where the stores are located may at its sole decision modify, alter, resize, relocate within the renovated facility, partially or completely, one or both of the existing stores. In this case, the


ACP will provide 60 days prior notice and will take into account the VENDOR input as to the planned changes.

3. GRANT OF LICENSE

3.1 Grant of License. Subject to the terms and conditions set forth in the Contract, ACP

hereby grants to the VENDOR a personal, non-exclusive, non-transferable license, with no right to sublicense, for a period beginning on the Effective Date and ending upon expiration or termination of this Contract, to use the ACP Trademarks, in strict accordance with the provisions herein:

(a) in the Stores for outfitting and branding purposes, including signage;

(b) in marketing materials, publicity and advertisements used in connection with VENDOR's operation of the Stores;

(c) to make or have made an Official Product Line, and to sell such products in the Stores.

(d) Sales outside the stores by mail order, via mail, Internet, social media networks or any other channels not mentioned are expressly prohibited and excluded from this Contract. Except in the case in which the customer pays for the merchandise in person in the store and the merchandize is sent and delivered to the customer abroad by the VENDOR as part of its sale service.

3.2 The VENDOR accepts this grant of license, subject to the terms and conditions set forth in the Contract. VENDOR accepts, that from the period beginning on the Effective Date and ending upon the date when the first of the Stores begins to operate, license should be used only for the purpose of design, product development, production and manufacturing the Official Product Line, therefore, no products under this contract can be sold until the Stores start to operate. The license granted to the VENDOR to use the ACP Trademarks is limited to the uses specified in Section 3.1 (Grant of license) and only in strict accordance with the ACP Brand Guidelines. The VENDOR shall not use ACP Trademarks or consent to the use of the ACP Trademarks in any other manner, except as specifically permitted in this Contract or as approved in writing by ACP

3.3 Retention of Rights. ACP expressly reserves the right to retain for itself in its sole discretion the right to grant to any other person(s) a license of any scope, in any geographical area(s), for any use(s) of the ACP Trademarks. Except as expressly provided pursuant to Section 3.1, no licenses or other rights are to be implied under or in connection with the ACP Trademarks, whether by the actions or inaction of ACP. Any right not expressly granted to VENDOR herein is expressly reserved to ACP.

3.4 Mark Artwork.

(a) ACP, at its cost, shall provide VENDOR with reproduction artwork for the ACP Trademarks, and ACP, at its sole discretion, may make available to VENDOR film, photocopies, artwork and full color reproductions of the ACP Trademarks, artwork, designs and other materials for VENDOR's use in accordance with this Contract. If VENDOR requests that


ACP supply new artwork, mechanicals or film, the VENDOR shall be required to reimburse ACP for ACP's out-of-pocket expenses and indirect costs (including reasonable hourly charges for creative personnel) incurred by ACP in the preparation for the VENDOR of such new artwork, mechanicals and/or film. The VENDOR hereby acknowledges that any use of such reproduction artwork shall be in strict accordance with the applicable terms of this Contract and, Panama Canal Contracting regulations and applicable Panamanian and International Trademark laws according, without limitation, the covenants set forth under Section 9 (Covenants) hereof. Within thirty (30) days of the expiration or any termination of this Contract or the license granted pursuant to Section 3.1 (Grant of license) the VENDOR shall return all such reproduction artwork to ACP.

(b) The VENDOR shall not use any artwork for the ACP Trademarks other than that supplied by ACP.

4. STORE OUTFITTING

4.1 Outfitting.

(a) From the Effective Date, the Tenderer becomes a VENDOR of the ACP. Within fifteen (15) calendar days from the date of award, the VENDOR should submit ACP a detailed schedule stating the different tasks included in this Contract, and the delivery dates for each task in order to: (i) have the merchandise required; and (ii) have the design for each store, shelves, personnel and equipment needed to initiate operations in all areas under concession simultaneously on March 15, 2019.

(b) ACP will deliver the Stores and the keys to the VENDOR when the current Contract ends.

(c) The VENDOR shall be responsible for outfitting each Store in accordance with the Attachment N°8 - Store Outfitting Guidelines provided by ACP, no later than sixty (60) days, from the date in which the stores and the keys are physically delivered by the ACP. VENDOR must consider prior to the outfitting that he has to comply with the procedure established in Attachment N°5 - Quality Standard for Store Operation Guidelines, Attachment N° 6 - Remodeling of ACP Property, and Attachment N° 7 - Standard for Electrical Installations at the Panama Canal Authority (ACP).

(d) The VENDOR acknowledges that the Attachment N°8 - Store Outfitting Guidelines does not contain the requirements of any municipal or national law, code, ordinance or regulation (including, without limitation, building codes, permit requirements, regulations, or rules governing accommodations for persons with disabilities). VENDOR is responsible to prepare all required outfitting designs, models, plans and specifications to suit the shape, configuration and dimensions of each Store and to ensure that such plans and specifications comply with all applicable municipal and national laws, codes, ordinances, and regulations (including, without limitation, building codes, permit requirements, regulations, or rules governing accommodations for persons with disabilities) and ACP regulations and procedures. VENDOR is responsible to provide all equipment (such as, fiscal cash registers, point-of-sale systems, payment, accounting, financial and control software, computers, internet access points, modems, wiring, fiber optic cable, routers, cameras, security sensors, shop lifting scanners and related electronic equipment and software), fixtures, furnishings, signs and supplies necessary to outfit, stock, safeguard maintain and operate the Stores. For the purposes of protecting and maintaining the goodwill associated with the ACP Trademarks and the reputation of ACP, VENDOR is obligated to submit


the applicable outfitting plans and specifications, including the list of equipment, fixtures, furnishings, and supplies that will be used to outfit the Stores, to ACP for approval prior to the outfitting of any Store.

(e) The VENDOR shall be responsible without deduction or set-off for obtaining and paying all licenses and permits necessary or required by law in connection with the outfitting of the Stores.

4.2 Signage. The VENDOR shall be responsible for outfitting the Stores with signage and labeling bearing the ACP Trademark(s) ("ACP Signage") in a manner that is in strict accordance with ACP Brand Guidelines. For the purpose of protecting and maintaining the goodwill associated with the ACP Trademarks and the reputation, the VENDOR will be required

to submit for ACP's prior approval, which may be withheld upon its sole discretion, any ACP Signage designs that VENDOR plans to affix to, incorporate or use in the Stores. The VENDOR agrees that it shall not make any changes to any ACP Signage approved by ACP without ACP's prior written approval.

4.3 Capital Improvements. The VENDOR shall execute two (2) capital improvements during the contract period: one during the basic period and the second one during the Contract

extension period, if applicable. ACP may require the VENDOR to make certain capital improvements and upgrades with respect to the Stores, including: (a) the acquisition of new equipment, fixtures, furnishings, signs, or supplies; and (b) replacement of obsolete, unsightly, dysfunctional or worn-out equipment, fixtures, furnishings, signs, or supplies ("Capital Improvements"). The VENDOR agrees to make such Capital Improvements as ACP may specify. Notwithstanding the foregoing, the VENDOR shall be required to remodel the Stores

minimally in the extension term of this Contract in strict accordance with the provisions of this Section 4 (Store Outfitting). The VENDOR agrees not to make any modifications to any required Capital Improvements without ACP's prior written approval. VENDOR is required also to

maintain and make improvements, repairs or replacements in the stores, when equipment, fixtures, furnishings, signs, systems, or supplies show evident signs of deterioration, obsolescence, or fail frequently to operate properly or if they fail to comply with new ordinances,

laws or regulations..

4.4 Ownership. During the Term, the VENDOR shall retain ownership of all equipment, fixtures, furnishings, signs, merchandise and supplies used to outfit, stock, maintain and operate the Stores, including any Capital Improvements, and all risk of loss thereto shall be borne solely by VENDOR, except to the extent that such loss is caused solely by ACP's gross negligence or willful misconduct. Upon expiration or termination of this Contract, the VENDOR

shall remove all of its inventory, equipment, fixtures, furnishings, signs, and supplies from the Stores, in accordance with Section 10 (Term and Termination of Concession). If the VENDOR fails to remove any of the foregoing from the Stores, ACP may, at its discretion, either remove and dispose of any or all of the same at VENDOR's expense or retain the same, in which case, all right, title, and interest therein shall pass to and vest in ACP. Permanent capital Improvements left after contract termination date will be taken by ACP as an asset

5. STORE INVENTORY

5.1 Merchandise Inventory. The main focus of the merchandise in the Stores shall be the

Panama Canal experience, its images, brands and designs and not any other


particular label or brand. Manufacture labels or brand of the product to be sold in the Stores, shall not be the most visible or relevant part of any such product.

5.2 VENDOR will be responsible for supplying the entire merchandise inventory (including the Official Product Line, but excluding Section 5.4 (Products on Consignment) which will be sold at the Stores ("Merchandise Inventory"), VENDOR should stock shelves and displays of the stores with a full complement of inventory during the first working hour in the morning, Monday to Friday. The VENDOR shall at all times have the Stores fully stocked with an ample variety of products to satisfy the gamut of visitor target markets and at all appropriate price-points to offer variety of products to satisfy a wide customer spending level spectrum. In other words, the Stores shall have appropriate merchandize to cater to the different tastes and prices of the visitor mix. At the end of the first four (4) months of operation of the Stores, the Official Product Line must comprise, on average, at least sixty percent (60%) of the store area of the Merchandise Inventory. The Merchandise Inventory and any changes thereto will be subject to ACP's prior written approval. For maintaining the goodwill associated with the ACP Trademarks and the reputation of ACP, if ACP determines, at its sole discretion, that any item(s) of the Merchandise Inventory is objectionable for display or sale in the Stores, ACP shall provide written notice to VENDOR to remove such item(s). VENDOR shall remove such items within twenty-four (24) hours of receipt of notice from ACP.

5.3 Official Product Line

The VENDOR is permitted to sell the Official Product Line at the Stores located at ACP visitor centers, in strict accordance with the provisions as set forth in Section 6 (Store Operation) The VENDOR shall be responsible to fund, develop, coordinate and procure the design, production, logistics and manufacturing of the Official Product Line according with Attachment N°3 - Official Product Line Guidelines, and may outsource such development and manufacturing to third parties. In the event the VENDOR elects to outsource the development and manufacturing of the Official Product Line to a third Party (Subcontractor), the VENDOR shall remain directly liable to ACP for any unauthorized use of the ACP Trademarks or the Official Product Line by any third Party. For maintaining the goodwill associated with the ACP Trademarks and the reputation of ACP, the VENDOR shall submit any design concepts for the Official Product Line to ACP each calendar quarter (as applicable) for ACP's approval. ACP must approve such design concepts prior to manufacturing the Official Product Line. The VENDOR agrees to manufacture only the Official Product Line approved by ACP. The Official Product Line must be manufactured in strict accordance with the specifications and guidelines set forth in Attachment 3 (the "Official Product Line Guidelines"), [and each product within the Official Product Line must bear a tag stating "Official Panama Canal Product."] and comply with Attachment N°2 – ACP Brand Guidelines In order to promote adherence to the Official Product Line Guidelines, the VENDOR agrees (i) to furnish ACP, from time to time as reasonably requested by ACP, with representative samples of the Official Product Line, and (ii) that ACP shall have the right, at any time, to promptly inspect the Official Product Line sold in the Stores. In conducting any such inspection under this Section 5.3 (Inspection Rights) ACP shall take all reasonable steps to minimize disruption to the VENDOR's business. If at any time, the Official Product Line, or any element(s) thereof, fails, in the reasonable opinion of ACP, to materially conform to the Official Product Line Guidelines, and ACP notifies the


VENDOR of such failure, the VENDOR shall take all necessary steps to bring such Official Product Line, or the applicable element(s) thereof, into conformance with the Official Product Line Guidelines. If the VENDOR fails to cure such non-conformities within the Cure Period specified under Section 10.2 (Termination by ACP for Breach) or if such non-conformities occur more than once during the Term, then the VENDOR will be liable for liquidated damages as per Section 13

(Liquidated Damages).

5.4 Inspection Rights. At any time during normal business hours, and upon ACP’s reasonable request, the VENDOR shall grant ACP personnel, or its duly authorized representatives, access to any premises, wherever located, where the ACP Products are being produced, manufactured or stored. ACP shall be permitted to obtain, from such premises, a reasonable number of representative samples of any manufactured ACP Products, free of charge, for inspection purposes, any sample that is not damaged by inspection processes will be returned to the VENDOR. To the extent the consent of any Third Person contracted by the VENDOR is required to enable ACP to fully exercise its rights under this Section 5.3 (Inspection Rights), the VENDOR will ensure that such consent is immediately obtained on behalf of ACP.

5.5 Products on Consignment. VENDOR have the option to accept or not the products on consignment from ACP, or its designee(s), certain products, as set forth in Attachment 4 (Products on Consignment), for sale in the Stores. The VENDOR will be entitled to a fee for the sale of the Products on Consignment in accordance with the fees / compensation specified under Section 7 (Compensation). The VENDOR agrees to make all the necessary efforts (including, without limitation, marketing, advertising, and display of consignment merchandise) to the sale of the Products on Consignment as it applies to the sale of Merchandise Inventory, and shall take no actions that are prejudicial to the sale of the Products on Consignment. The Products on Consignment set forth in Attachment 4 (Products on Consignment) may, from time to time, be modified by ACP, at its sole discretion.

5.6 Product Pricing. Prices for Official Product Line products shall be the sole responsibility of the VENDOR and prices for Products on Consignment will be subject to mutual agreement by ACP and the VENDOR.

6. STORE OPERATION

6.1 Store Operation.

(a) The VENDOR shall be responsible for having the inventory required under

this Contract and each Store’s design, shelves, personnel and equipment needed to initiate operations simultaneously in all concession areas, on March 15, 2019.

(b) During the Term, the VENDOR will operate each Store as a retail concession in a professional and diligent manner and in strict accordance with the quality standard guidelines established by ACP, as set forth in Attachment 5 (Quality Standard for Store Operation Guidelines). In order to promote adherence to such guidelines, ACP shall have the right, at any time, to inspect the condition and operation of the Stores. In conducting any such inspection under this section, ACP shall take all reasonable steps to minimize disruption to the VENDOR's business. The ACP has the right to install and operate video cameras with video and


audio recording for security and compliance purposes that may cover and record parts or all the Concession areas.

(c) Each Store must be operational and staffed during the visitor center open-to-the-public hours, seven [7] days per week, with all Merchandise Inventory and Products on Consignment (if any) stocked and maintained during working hours. In the event the ACP has need of the store to be open for business before or after regular open-to-the-public hours, a request will be submitted 24 hours before the stipulated date for the VENDOR to be prepared to operate the Store on the specified schedule.

(d) The VENDOR shall be responsible for the marketing, publicity and advertising of each of the Stores and its products as he sees fit to promote sales, including through press, radio, television, catalogs, internet, social media, websites or other means available. For the purpose of maintaining the goodwill associated with the ACP Trademarks and the reputation of ACP, the VENDOR agrees to submit for ACP's prior approval, at ACP's sole discretion, any marketing materials or advertisements related to the Stores or its products. The VENDOR shall not, without ACP's consent, which may be withheld at ACP's sole discretion, make any changes to such marketing materials or advertisements after they have been approved by ACP.

(e) If, at any time, the VENDOR is in breach of this Section 6.1 (Store Operation), and ACP notifies VENDOR of such breach, the VENDOR shall take all necessary steps to cure such breach within thirty (30) days of such notice. If VENDOR fails to cure its breach of this Section 6.1 (Store Operation) within the Cure Period specified under Section 10.2 (Termination by ACP for Breach) or if the VENDOR is in breach of this Section 6.1 Store Operation) more than once during the Term, then the VENDOR will be liable for certain liquidated damages (as set forth under Section 13 (Liquidated Damages), without prejudice to other rights

it may have, to terminate totally or partially this Contract.

6.2 ACP Objections. For the purpose of maintaining the goodwill associated with the ACP Trademarks and the reputation and image of ACP, ACP shall have the right to object to the demeanor, behavior, conduct, and appearance of any of the VENDOR's employees or contractors, subject to applicable law, including on any personal behavior in social networks or other media that may adversely affect or reflect back against ACPs image or go counter to ACP principles, values or ethics. The VENDOR shall take all steps reasonably necessary to remedy the cause of the objection. Upon notice from ACP, the VENDOR shall ensure the immediate removal from the Store(s) or discipline in accordance with the VENDOR's employee discipline policy of any employee or contractor of the VENDOR who participates in improper, illegal or immoral acts at the Store(s) or in ACP premises, who violates the provisions of this Contract, who may constitute a safety or health risk for the canal operations, the public or ACP personnel or whose continued presence at the Store(s) is, in the opinion of ACP, deemed not to be in the best interests of ACP. VENDOR employees shall not be allowed to eat their meals, put on make-up or change clothes at the stores, except if they have out of view or break designated areas for this purposes.

6.3 ACP Not Liable for Employment Issues. The VENDOR shall act under this Contract

solely as an independent person engaged in the operation of the Stores, on its own behalf. Nothing herein shall be construed as creating a relationship of agency between ACP and the VENDOR. All employment, labor contracts and personnel arrangements are, therefore, solely the VENDOR's concern, and ACP shall have no liability with respect thereto. The VENDOR will defend, indemnify, and hold ACP completely harmless from any claims or causes of action of


whatever nature that may be brought by the VENDOR's present or former employees, VENDOR's present or former independent contractors and suppliers, or present or former labor unions seeking to represent VENDOR's employees.

6.4 Admission. The VENDOR shall ensure free non-discriminatory access to each of the Stores to all visitors and customers regardless of, age, race, disability conditions, appearance nationality, religion, sexual identity, or gender. The VENDOR may only restrict access to the Stores for safety and sanitary reasons, and in accordance with the rules and safety procedures for visitors established by the ACP Canal Protection Division and the Industrial Safety Division. Admission to the Stores will be governed according to Law No. 16, ["Regulating the Right of Admission to Public Institutions and Preventing Discrimination"], dated April 10, 2002.

6.5 Health and Sanitation. The VENDOR must comply with all provisions of a sanitary nature provided by any Panamanian sanitary authorities (including Decree No. 382, dated August 24, 1964, and any updates thereto), as well as any security, health and environmental standards required by ACP. The VENDOR is responsible for the collection and removal of all garbage and waste produced in connection with the operation, outfitting, maintaining or remodeling of the Stores, including any Capital Improvements made thereto, and shall coordinate such collection and removal with ACP. Any garbage and waste materials must be disposed of in closed opaque plastic bags that are at least 10 millimeters thick and placed in designated trash containers located in the area outside of each of the visiting centers, where they will be removed by the Metropolitan Waste Collection vehicles.

6.6 Operating Expenses.

(a) VENDOR shall pay all taxes, duties, tariffs, charges, rates or tribute of a national or municipal nature of whatever character, license fees, permit fees and other charges or fees which may be levied or assessed against the VENDOR by any Panamanian Authority in connection with its operation of the Stores. The compensation agreed under this Contract shall not be adjusted for any tax-related cost and no claim shall be admitted, regarding this issue.

(b) VENDOR shall bear all costs and expenses involved in the operation of the Stores, including, without limitation, payroll, utilities, maintenance, air conditioning equipment, furniture, financing, and repairs incident thereto.

6.7 Security.

(a) ACP shall be responsible for providing security services for the common areas of each of the Visitors Centers where the Stores are located. The VENDOR shall be responsible for the security of the Stores and must abide by the rules and safety procedures established for the Visitors Centers by the ACP Canal Protection Division and the Industrial Safety Division. The VENDOR shall provide adequate doors to secure and prevent the STORE areas from intrusion during non-working hours. Smoking or drinking alcoholic beverages shall not be permitted in the Stores or in the common areas of the Visitor Centers, such as hallways, stairs, elevators, restrooms, or waiting rooms. Firearms and other weapons or arms are not permitted in ACP premises, even if they have carrying permits.


(b) VENDOR’s employees shall be required to carry and have visible at all times in ACP premises their respective ACP issued identifications, which will be inspected by ACP personnel prior to permitting entry to the Visitor Centers. ACP reserves the right to unilaterally restrict entry to any employee that fails to comply with ACP rules and regulations. ACP Issued VENDOR identifications can only be used by the person to which it was issued. The VENDOR is responsible for any alteration or misuse of any ACP identification issued to VENDOR personnel. The VENDOR personnel shall only be allowed in the visitor Center premises for the purposes of their duties in The Stores. The ACP issued identifications are not valid for entry for other purposes than their work in the Stores.

(c) The VENDOR must implement the following fire safety actions at each of the Stores:

(i) Establish an emergency exit plan for rapid evacuation of the Store. Such evacuation plan must be submitted for ACP’s approval and must be in accordance with the rules and safety procedures established for the Visitors Centers where the Store is located by the Canal Protection and Industrial Safety Divisions.

(ii) Have one or more fire extinguishers in the Store in accordance with the regulations of the Safety Office of the Panama Fire Department, including inspection and replacement recommendations;

(iii) Prohibit the storage or use of candles, open flame equipment, fireworks and explosives, caustic or acid products, radioactive materials, flammable liquids or gases, gas appliances or any hazardous materials in the Store, including biological materials that may become a biological hazards; and

(iv) Do not allow smoking or drinking alcoholic beverages in the Store.

7. COMPENSATION 7.1 Variable Fee on Gross Revenues. VENDOR shall pay ACP the monthly variable

fee on all Gross Revenues for the concession. This variable fee will be calculated on total Gross Revenues from sales in all Stores, related to this contract and included in the report submitted by the VENDOR monthly to ACP. ACP will issue a monthly invoice for this variable amount and will send it to the VENDOR. The invoiced amount should be paid by VENDOR not later than five (5) days after date invoice is issued. Payment shall be in US Dollars by electronic money transfer to a designated ACP bank account.

7.2 Lease Fees. During the Term, the VENDOR shall pay ACP a lease fee for those

areas where the Stores are located. ACP will issue an invoice during the first five days of each month, the invoice due day for payment is the next five days of the date invoice is received. The lease fee for the first year of this Contract will be the amount offered by the VENDOR in its proposal and awarded by ACP. If VENDOR is awarded additional area, a modification to this Contract must be signed by the parts. Additional square meters will be priced for each year using the awarded values of the PRICE OFFER table. Payment shall be by electronic money transfer to a designated ACP bank account. LEASE FEES: Miraflores Visitor Center - $45.00 per square meter US$1,903.50 monthly fee - CVM


Agua Clara Visitor Center - $12.00 per square meter US$ 792.00 monthly fee - COA An annual increment of 5% will be apply on lease fee amounts during term of contract

7.3 Royalty fee payment. VENDOR shall pay ACP an Annual Royalty fee of EIGHT THOUSAND DOLLARS (US$ 8,000.00). ACP will issue an annual invoice on the first five days of each calendar day. The invoiced amount should be paid by VENDOR not later than five (5) days after date invoice is issued. Payment shall be by electronic money transfer to a designated ACP bank account.

7.4 Products on Consignment. During the Term, the VENDOR may receive from ACP Products on Consignment to sell. Every month, the VENDOR will prepare a sales report to the ACP for the Products on Consignment sold and its inventory turnover. ACP will generate an invoice per sales report. Once the invoice is presented, the VENDOR should pay it no later than five (5) days after the invoice is received.

7.5 Late Fees and Interest. All payments shall be considered completed upon receipt in ACP bank account. The VENDOR shall pay a Late Fee owed to ACP equivalent to 10 percent of the unpaid invoice after the five (5) days after invoice is due. Additionally, the VENDOR will pay interest on the outstanding balance based on the average one-month Libor rate of the current month.

7.6. External Auditor. During the Term, VENDOR shall contract the services of an external auditor firm which will be responsible for generating audited sales and revenues reports to be addressed to ACP. The report will include information on Gross Sales by type of product for example: Official Product Line products, Consignment Products and other products and services.. The Audit firm must be one of the four (4) top world audit firms, according to the most recent Public Company Accounting Oversight Board (PCAOB) publication.

8. REPORTS, BOOKS, RECORDS, AUDIT RIGHTS, INSPECTION 8.1 Sales Reports.

(a) On the eighth working day of each month, up to and including the month following the expiration or termination of this Contract, the VENDOR shall submit to ACP a sales statement ("Sales Statement") via an internet web based method and in a format previously approved to ACP. The statement shall show the Gross Revenues from products and gross revenues from services and from consignment products (together, the "Combined Gross Revenues") sold in all Stores for the previous calendar month and the cumulative Combined Gross Revenues for that year, through the last day of the preceding month. ACP reserves the right to validate and revise the format and content of the Sales Statements at any time and ask for corrections if errors occurs. After concluded the external audit process to VENDOR´s financial reports, VENDOR shall present to ACP an annual Sale Statement with accumulative figures not later than 30 working days after concluded the external audit. These reports will be part of the contract official file.

(b) On the eighth working day of each month and after starting operations, the VENDOR will deliver to the ACP a report of the sales made in the previous month. The report will include report Z, daily sales report provided by the tax printer of each store and ACP will invoice


the variable fee based on the information provided. If the VENDOR fails to provide the Z report of any day and provides a manual figure in the sales report or does not provide sales for that day, ACP will validate and invoice what results from the average daily sales resulting from the report of the month provided and proceed to apply the result to the missing day and day with manual figure. Under this contract, this action is considered a breach of contract by the VENDOR and will be penalized with a fine of TWO HUNDRED FIFTY Dollars WITH 00/100 (B/. 250.00) for each day that is VENDOR omit the presentation of the Z report. All Store sales shall be registered in the official fiscal billing printer. VENDOR shall issue a printed invoice from the fiscal billing printer to every customer for its purchase. All products and items for sale in the Stores shall have their sales price visibly and prominently displayed in numbers in addition to any bar coding or similar system that the VENDOR might decide to use. The VENDOR is responsible for implementing the appropriate controls, safeguards and redundancies to make sure that displayed prices are the same as system coded prices, and that all sales are registered at the advertised/displayed price in the official fiscal Billing system and its receipts are printed and given to the customers. In the case that special prices or discounts are to be offered for specific products or Store wide promotions, the discounted price has to be prominently displayed in numbers next to the previous regular price. For purposes of discount or promotion prices, for a price to be discounted, the regular price had to have been in place for 30 days prior applying the discount.

(c) Every six months, the VENDOR shall submit via internet to ACP, a detailed report, with information containing an analysis of top selling products per Store.

8.2 Books and Records

(a) The VENDOR shall be responsible for maintaining adequate accounting records, in accordance with generally accepted accounting principles and generally accepted auditing standards, for all transactions relevant to this Contract (the "Books and Records"). All Books and Records shall be retained during the Term and for a period of five (5) years thereafter, or in the event of a claim by ACP, until such claim has been fully ascertained, resolved and paid, whichever is later.

(b) Books and Records shall include a detailed analysis listing all of the VENDOR's operations at the Stores in the form of printed, written or electronic media. Books and Records shall also include, without limitation: (i) all original accounting source documents and details of the transactions relevant to this Contract, including but are not limited to (A) operating/financial statements, (B) a cumulative general ledger, (C) monthly sales journals detailing each transaction for the month, (D) reconciliation between financial records and monthly Sales Statements submitted to ACP, (E) any applicable bank statements, (F) annual audited financial statements and related reports on internal controls (including management presentation letters) concerning VENDOR's business at the Stores, if applicable, (G) electronic media documenting accounting records, and (H) reports of its fiscal billing printer, as requested by Panamanian tax authorities and (I) other sales-related documents; (ii) all exclusions from gross revenues and gross revenues from Products on Consignment claimed by the VENDOR.

(c) Upon expiration or sooner termination of this Contract, the VENDOR shall submit to ACP a final detailed statement of cumulative Combined Gross Revenues as of the date of expiration or termination. Such statement shall be certified as correct by an authorized representative of the VENDOR. The VENDOR shall submit to ACP any other Books and Records reasonably requested by ACP, in a form acceptable to ACP.


8.3 Audit Rights. At any time upon ten (10) days written notice, ACP reserves the right to audit the Books and Records of VENDOR for the purpose of verifying (i) Gross Revenues and Gross Revenues from Products, services and from Consignment products, and any exclusion claimed by VENDOR therefrom. If, as a result from such audit, it is established that there has been an understatement of Gross Revenues or Gross Revenues from Products on Consignment by three percent (3%) or more (after the deductions and exclusions allowed in this Contract) the entire reasonable expense of such audit and applicable attorney's fees shall be borne by VENDOR. Any additional monies due as a result of the audit shall be paid by VENDOR to ACP with interest based on the six months Libor rate of the last quarter of audit report date.

9. COVENANTS

9.1 The VENDOR shall not:

(a) alter the ACP Trademarks in any manner, including proportions, colors, elements, etc.; or animate, morph, or otherwise distort its perspective or two-dimensional appearance; or alter any proprietary indicators, such as “TM” or ®, which appear with the ACP Trademarks;

(b) use the ACP Trademarks or any of “CANAL DE PANAMÁ”, or “PANAMA CANAL” as a feature or design element of, or in combination or in connection with, any other logo, name and/or Trademarks, corporate or joint venture or legal name except as set forth in Section 3.1 (Grant of License);

(c) make unlicensed use of, or apply for registration, of any Trademark similar to the ACP Trademarks; or

(d) use the ACP Trademarks, conduct itself or otherwise commit any acts or engage in any conduct that disparages or denigrate ACP, or its products or services.

If the ACP Brand Guidelines change, the VENDOR shall implement the change as soon as reasonably practicable following the effective date of such change but no later than six (6) months after such date.

9.2 The VENDOR shall promptly notify ACP in writing of all Third Party infringements, or unlicensed use of trademarks or designs that are confusingly similar to the ACP Trademarks that he may become aware of. ACP shall have the sole and exclusive right to determine whether or not legal or otherwise action shall be taken due to or against such infringements or to otherwise terminate such infringements. The VENDOR shall have no right to make demands or file claims, institute lawsuits, give notices, effect settlements or take action on account of such infringements. All sums recovered from such others as a result of such lawsuits, notice or other action shall be retained solely and exclusively by ACP.

9.3 The VENDOR acknowledges ACP's exclusive rights, title and interest in and to the ACP Trademarks and any artwork related thereto (as set forth under Section 3.4 (Mark Artwork) hereof, and VENDOR will not act, either directly or indirectly, to contest the validity of, or materially injure, disparage or discredit the ACP Trademarks. Except as agreed to by ACP, VENDOR shall not register, seek to register, use or display the ACP Trademarks in such a way as to create the impression that the ACP Trademarks belong to VENDOR or any Third Person.


9.4 The VENDOR agrees that any and all uses by the VENDOR of the ACP Trademarks and any artwork related thereto (as contemplated under Section 3.4 (Mark Artwork) thereof) shall inure to the benefit of ACP.

9.5 To ACP’s knowledge, VENDOR’s use of the ACP Trademarks in accordance with this Contract will not infringe the Trademark rights of Third Persons. ACP agrees to deliver to the VENDOR such instruments or documents as the VENDOR may reasonably request to confirm or establish VENDOR’s rights under this Contract.

9.6 The VENDOR will not at any time during the Term, or five (5) years thereafter, intentionally or negligently do or cause to perform any act or thing disparaging, disputing, attacking, challenging, impairing, diluting, or in any way tending to harm the reputation or goodwill associated with ACP or any of the ACP Trademarks.

9.7 The VENDOR agrees that the ACP Trademarks possess special, unique and extraordinary characteristics, and that the breach of this Contract by VENDOR, including VENDOR’s failure to cease use of the ACP Trademarks in accordance with Section 9 (Covenants) or any use outside of the scope of, or in breach of, the license granted pursuant to Section 3.1 (Grant of License) would cause irreparable damage to ACP and that ACP would not have an adequate remedy at law. Therefore, the obligations of the VENDOR under this Contract shall be enforceable by a decree of specific performance issued by any court of competent jurisdiction or arbitration tribunal, and appropriate injunctive relief may be applied for and granted in connection therewith. Such remedies shall be cumulative and not exclusive and shall be in addition to any other remedies which ACP may have under this Contract or otherwise. In the event of any failure by the VENDOR to cease the use of the ACP Trademarks in accordance with Section 9 (Covenants) or any use outside of the scope of, or in breach of, the license granted pursuant to Section 3.1 (Grant of License) the VENDOR agrees that any materials bearing a ACP Trademark shall be deemed counterfeit, and ACP shall be entitled to appropriate equitable relief as any court of competent jurisdiction or an arbitration tribunal may deem just and proper.

9.8 All materials produced and bearing the ACP Trademarks, including products within the Official Product Line, shall bear the marking: "[Trademarks listed in Attachment 1 (Panama Canal Authority (ACP) Registered Trademarks)] is a Trademark of the Panama Canal Authority, used under license" or such other reasonable marking as ACP shall direct from time to time.

9.9 Nothing in this Contract shall be construed as:

(a) a warranty or representation by ACP that the license granted in Section 3.1 (Grant of License) is or will be free from the rightful claim of Third Persons by way of infringement or the like, except as expressly provided herein;

(b) a requirement that ACP shall file or prosecute trademark applications, secure copyrights or maintain trademarks or copyright registrations in force or notify VENDOR of actions or failures to act with respect to applications or renewals, provided that ACP shall not abandon in entirety and cease to take any action to maintain the ACP Trademarks in Panama.

(c) an obligation for ACP to bring or prosecute actions or suits against Third Person for infringement or the like; or


(d) granting by implication, estoppel or otherwise, licenses or rights under intellectual property rights of ACP other than to the ACP Trademarks

9.10 The Parties understand that ACP uses the ACP Trademarks that are the subject of this Contract, and that ACP has a paramount obligation to preserve the ability of ACP to so use such ACP Trademarks. Should ACP's trademark counsel render a legal opinion that concludes that use of the ACP Trademarks becomes threatened as a result of a claim by a Third Person, or a rule, regulation or policy of governmental administrative agencies, then VENDOR shall immediately cease such use on notice thereof from ACP.

9.11 ACP shall have the right to amend this Contract or terminate the license provided in this Contract without liability to the extent necessary: (a) pursuant to a final non-appealable judgment of validity and infringement regarding any Third Person’s intellectual property right; or (b) to avoid liability for a claim for infringement, misuse, misappropriation and/or violation of intellectual property rights if, in ACP's reasonable judgment, such claim results in material harm to ACP or the ACP Trademarks.

9.12 The VENDOR hereby transfers to ACP all drawings, designs, models, manuals, reports, or other documents that are produced by the VENDOR in the performance of this Contract, and any and all intellectual property rights therein.

9.13 ADDITIONAL RESTRICTIONS:

(a) VENDOR acknowledge and agree that is aware that Stores are located in operational areas of ACP and it may at any time during the term of the contract, restrict partial or total access to these areas, including the lease areas as long as required at the sole discretion of the ACP.

(b) VENDOR should aware personnel contracted or hired for the Stores, that in the event of any emergency, they must follow and obey the instructions provided by ACP security and protections units or from first responders. The ACP controls access to shops and all surrounding areas. The ACP reserves the right to modify or disable access to some areas in the perimeters or around the lease areas. VENDOR personnel shall not be allowed access to the Stores if they do not prominently carry a valid ACP issued identification or if the person show signs of being under the influence of alcohol or drugs or seem impaired to conduct business in any way or if they seem to pose a health or safety risk.

(c) VENDOR is aware that during the term of this Contract, ACP reserves the right to make changes in the structure, functioning and operation of the visitor centers and surrounding facilities where Stores are located at its convenience, including changes in working hours, changes in access, and changes in entrance prices and even to grant new concessions to third parties.

10. TERM AND TERMINATION OF CONCESSION

10.1 Term. Unless sooner terminated pursuant to any provision of this section or

elsewhere in this Contract, the term of this Contract shall commence on the Effective Date and shall continue in full force for five (5) years (The "Term"). The ACP have, at its sole discretion, the exclusive right to extend the term of this Contract for five (5) additional years (The “Additional


Term”), as long as the VENDOR accepts such extension. This is not a right of the VENDOR, and it cannot be claimed to the ACP.

10.2 Termination by ACP for Breach. In addition to the provision in previous section pertaining to expiration of the Term, ACP shall have the right, without prejudice to other rights it may have, to terminate totally or partially this Contract upon any causes related to: (i) VENDOR’s dissolution, as far as such dissolution results in the extinction of the contractual relationship with the ACP; (ii) VENDOR bankruptcy or existence of creditors’ liens, or (iii) when the VENDOR’s payments have been suspended or stopped, without the VENDOR having filed for bankruptcy; and (iv) any obvious indication (as a solely decision of the ACP), that there will be noncompliance by the VENDOR with this Contract terms.

ACP shall have also the right, without prejudice to other rights it may have, to terminate totally or partially this Contract upon a material breach that remains uncured for thirty (30) calendar days after notice by ACP ("Cure Period") to the VENDOR and his Surety. A "Material Breach" means a breach of this Contract in any material respect, and includes the following: a breach of the terms and conditions of Sections 2, 3, 7, 8, and 9 and a breach of Sections 5.2, 5.4, 6.1, 12.1 and 15.1 or an assignment for the benefit of creditors.

10.3 Immediate Termination for Breach. Notwithstanding the above or anything to the contrary in this Contract, with respect to Section 15.1 Assignment, there shall be no Cure Period, and ACP shall have the right to immediately terminate this Contract in its entirety or with respect to certain uses of the ACP Trademarks. ACP may also terminate this Contract in whole or in part after three (3) notices of termination for Material Breach in any twelve (12) month period during the Term, even if those Material Breaches have been remedied.

10.4 Termination for Convenience.

(a) Notwithstanding the above or anything to the contrary in this Contract, ACP may terminate this Contract, whether in whole or in part, for any or no reason, subject to prior written notice specifying the date of termination (“Termination Date”); provided, however, that such notice period will in no event be less than [thirty (30)] business days. As of the Termination Date, the VENDOR shall immediately cease all work at the Stores related to the terminated portion of this Contract, including any such work being performed by Third Persons on behalf of the VENDOR.

(b) In the event ACP terminates this Contract pursuant to this Section 10.4 Termination for Convenience, ACP shall reimburse the VENDOR for the direct costs that were reasonably incurred by the VENDOR in relation to any unsold merchandise inventory existing in the Stores as of the Termination Date.

(c) In the event ACP terminates this Contract pursuant to this Section 10.4 Termination for Convenience, within the first six (6) months following the Effective Date, ACP shall reimburse VENDOR for the costs it incurred in outfitting the Stores pursuant to Section 4 Store Outfitting hereof.

Within sixty (60) days following the Termination Date, VENDOR shall submit to ACP detailed claims for any reimbursements owed to VENDOR pursuant to this Section 10.4 Termination for Convenience.


10.5 Effect of Termination.

(a) Upon expiration or any termination of this Contract, the licenses granted herein shall terminate and the VENDOR shall (i) cease and discontinue all use of the ACP Trademarks, and (ii) secure and protect all property of ACP that is in the VENDOR’s possession (including any materials assigned by VENDOR to ACP pursuant to Section 9.13 hereof). Within ten (10)] business days following any such date of expiration or termination, VENDOR shall deliver to ACP, at its sole expense and liability, any and all (i) materials assigned by the VENDOR to ACP pursuant to Section 9.13 hereof, and (ii) unsold portions of the Official Product Line and Products on Consignment, which are in existence as of the date of any such expiration or termination (“Remaining ACP Products”). The VENDOR hereby relinquishes and assigns ACP any and all legal or beneficial rights it may have in any of the Remaining ACP Products.

(b) In the event of expiration or termination of this Contract pursuant to Section 10.2 Termination by ACP for Breach or Section 10.4 Termination for Convenience, the lease and licensing granted herein shall terminate and the VENDOR shall immediately vacate and remove all of its inventory (not including any of the Official Product Line or Products on Consignment), equipment, fixtures, furnishings, signs, and supplies from the Stores.

(c) In the event of termination of this Contract pursuant to Section 10.3 Immediate Termination for Breach, the lease and licensing granted herein shall terminate and the VENDOR shall, within five (5) business days, vacate and remove all of its inventory (not including any of the Official Product Line or Products on Consignment), equipment, fixtures, furnishings, signs, and supplies from the Stores.

(d) In the event of termination of this Contract pursuant to Section 10.2 Termination by ACP for Breach or 10.3 Immediate Termination for Breach, the Contracting Officer’s resolution by which this Contract is terminated shall be notified by email or by sending a copy of such resolution to the VENDOR and the surety.

Surety shall be allowed a period of thirty (30) calendar days from the date of the default notice to pay the performance bond or substitute the contractor in all of his rights and obligations. Against the Contracting Officer’s resolution, VENDOR may submit a claim according to Section 12 Miscellaneous.

The VENDOR hereby irrevocably assigns ACP, as of the date this Contract expires or is terminated, any and all unsold portions of (i) the Official Product Line, and (ii) the Products on Consignment, which are in existence as of the date of any such expiration or termination.

10.6 ACP's Creditors Rights. Nothing contained herein shall be deemed to preclude or impair any rights which ACP may have as a creditor in bankruptcy proceedings.

10.7 Adequate Assurances. If concerns arise with respect to the VENDOR's performance of this Contract, ACP may, but need not, in writing, request adequate assurance of due performance. If ACP does not receive such assurance within thirty (30) days after the date of its written request, failure by VENDOR to furnish such assurance will constitute a material breach of this Contract for which there shall be no cure period.


10.8 Survival. Upon termination or expiration of this Contract, the VENDOR's obligations as expressly set forth in the following sections and such others, which by their own specific terms are expressly effective thereafter, shall remain in full force and effect:

7. COMPENSATION; 8. REPORTS, BOOKS, RECORDS, AUDIT RIGHTS, INSPECTION; 9. COVENANTS; 10. TERM AND TERMINATION; 11. REPRESENTATIONS, WARRANTIES; 12. INDEMNIFICATION AND INSURANCE; 14. DISPUTE RESOLUTION; and 15. MISCELLANEOUS.

10.9 Delays in the Commencement of Contract Performance

(a) If the VENDOR cannot commence performance of this Contract for causes attributable to the ACP and the VENDOR concomitantly, the VENDOR shall have the right only to an extension in this Contract performance or delivery term for a period not less than those of the delays.

(b) If the VENDOR cannot commence performance of this Contract for causes attributable to the ACP:

(i) The VENDOR shall have the right to an extension of this Contract performance time, for a period not less than the delay.

(ii) The ACP shall not pay any costs or expenses incurred by

VENDOR, neither any profits on expenses related to the delay or damages of any kind.

(iii) Time extensions granted to VENDOR shall be documented in writing through amendments to this Contract.

10.10 Suspension or Interruption of Contract Performance.

(a) The Contracting Officer may order the total or partial suspension or

interruption of the performance of this Contract for the period deemed appropriate and convenient to the interests of the ACP.

(b) When the Contracting Officer suspends the performance of this Contract for reasons attributable to the ACP, the VENDOR shall be entitled to receive a time extension for performance of this Contract, and in the date of payment of the compensation agreed in this Contract, for a period of time not less than that of the suspension.

(c) The ACP shall not pay any costs or expenses incurred by the VENDOR, as well as any profits or expenses related to the suspension/interruption or damages of any kind.

(d) Time extensions shall be documented in writing by amendments to this Contract.


(e) The ACP shall also not recognize any adjustment in the price, time of payment or time of this Contract if the suspension or interruption was due to causes attributable to the VENDOR, or if it is shown that the suspension or interruption has not affected the performance of this Contract or work.

(f) When the interruption in the performance of this Contract is due to causes attributable to the ACP and the VENDOR concomitantly, the VENDOR shall only have the right to a time extension in the performance of this Contract for a period equal to the concomitant delays.

11. REPRESENTATIONS, WARRANTIES AND COVENANTS

11.1 VENDOR's Warranties. VENDOR warrants to ACP as of the date hereof that:

(a) Due Organization, Good Standing and Power. VENDOR (i) is duly organized and validly existing under the laws of [Panama], (ii) has all requisite power to carry on its business as now being conducted by it, and (iii) is duly qualified or authorized to conduct business and is in good standing in all jurisdictions in which the nature of the business conducted by it requires such qualification or authorization, except, in the case of clause (iii), where the failure to be so qualified or authorized has not and would not have a material adverse effect on its ability to perform its obligations under this Contract.

(b) Authorization and Validity of Contract. VENDOR has all requisite corporate power and authority to execute and deliver, and to perform its obligations under this Contract. This Contract has been duly authorized and approved by all necessary corporate action on the part of VENDOR, has been duly executed and delivered by the VENDOR and is the legal, valid and binding obligation of the VENDOR, enforceable against it in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws related to or affecting creditors' rights generally, and by general equitable principles.

(c) No Conflicts. Neither the execution and delivery by the VENDOR of this Contract nor compliance by the VENDOR with the terms and provisions hereof nor the consummation by the VENDOR of the transactions contemplated hereby will (a) conflict with or result in a breach of any of the terms, conditions or provisions of (i) the certificate of incorporation (or equivalent document) or by-laws (or equivalent document) of the VENDOR, or (ii) any judgment, order, injunction, decree or ruling of any court or of any governmental authority or any law to which VENDOR is subject or (b) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, any note, bond, mortgage or indenture, contract, lease, sublease, license, permit, franchise, or other instrument or arrangement to which the VENDOR is a party, except (in the case of this clause (b)) for violations, conflicts, breaches, terminations, and defaults that would not, when taken together, be reasonably likely to have a material adverse effect on the VENDOR's ability to perform its obligations under this Contract or give rise to any liability on the part of ACP.

(d) Consents. No notices, reports or other filings are required to be made by the VENDOR with, nor are any consents, licenses, permits, authorizations or approvals required to be obtained by the VENDOR from, any governmental authority or any other Person in connection with the execution and delivery by the VENDOR of this Contract or the consummation by the VENDOR of the transactions contemplated hereby.


(e) Absence of Legal Proceedings. There are no legal proceedings pending or, to the knowledge of VENDOR, threatened against the VENDOR or to which the VENDOR is otherwise, a party relating to this Contract or the transactions contemplated hereby.

11.2 Warranties of ACP. ACP warrants the VENDOR as of the date hereof that:

(a) Due Organization, Good Standing and Power. ACP (i) is duly organized or incorporated, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) has all requisite power to carry on its business as now being conducted by it, and (iii) is duly qualified or authorized to conduct business and is in good standing in all jurisdictions in which the nature of the business conducted by it requires such qualification or authorization, except, in the case of clause (iii), where the failure to be so qualified or authorized has not and would not have a material adverse effect on its ability to perform its obligations under this Contract.

(b) Authorization and Validity of Contract. ACP has all requisite corporate power and authority to execute and deliver, and to perform its obligations under this Contract. This Contract has been duly authorized and approved by all necessary corporate action on the part of ACP and has been duly executed and delivered by ACP and is the legal, valid and binding obligation of ACP enforceable against it in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws related to or affecting creditors' rights generally and by general equitable principles.

(c) No Conflicts. Neither the execution and delivery by ACP of this Contract nor compliance by ACP with the terms and provisions hereof nor the consummation by ACP of the transactions contemplated hereby will (a) conflict with or result in a breach of any of the terms, conditions or provisions of (i) the certificate of incorporation (or equivalent document) or by-laws (or equivalent document) of ACP, or (ii) any judgment, order, injunction, decree or ruling of any court or of any governmental authority or any law to which ACP is subject or (b) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under any note, bond, mortgage or indenture, contract, lease, sublease, license, permit, franchise, or other instrument or arrangement to which ACP is a party, except (in the case of this clause (b)) for violations, conflicts, breaches, terminations, and defaults that would not, when taken together, be reasonably likely to have a material adverse effect on ACP's ability to perform its obligations under this Contract or give rise to any liability on the part of the VENDOR.

(d) Consents. No notices, reports or other filings are required to be made by ACP with, nor are any consents, licenses, permits, authorizations or approvals required to be obtained by ACP from any governmental authority or any other person in connection with the execution and delivery by ACP of this Contract or the consummation by ACP of the transactions contemplated hereby.

(e) Absence of Legal Proceedings. There are no legal proceedings pending or, to the knowledge of ACP, threatened against ACP or to which ACP is a party, otherwise, relating to this Contract or the transactions contemplated hereby.

12. INDEMNIFICATION AND INSURANCE

12.1 VENDOR’s General Indemnity.


(a) The VENDOR shall fully indemnify, defend, and hold the ACP harmless , and its directors, officers, agents, representatives, and employees ("ACP Indemnified Parties"), from and against any and all claims, demands, liabilities, judgments, actions, damages (whether absolute, accrued, conditional or otherwise and whether or not resulting from Third Person claims, losses, penalties, costs and expenses (including amounts paid in settlement, out-of-pocket expenses, and reasonable fees and expenses of attorneys incurred in the investigation or defense of the foregoing or in asserting rights hereunder) (collectively, "Claims") asserted against or incurred by the ACP Indemnified Parties, to the extent that such Claims arise out of or are in any way related to (A) any breach of warranty, representation or covenant by the VENDOR contained in or made in connection with this Contract; (B) any act or omission pursuant to, or in breach of, this Contract by the VENDOR, its representatives, and/or agents and employees; (C) product defects in the Merchandise Inventory caused by the negligence or willful misconduct of the VENDOR, its employees, officers, directors, agents, or contractors, including any Third Person contracted by the VENDOR for the development and manufacturing of the Merchandise Inventory; or (D) failure to comply with applicable laws ("VENDOR's Indemnity").

(b) ACP shall, to the extent it becomes aware of same, give VENDOR reasonable notice of all claims or suits within thirty (30) days and grant the VENDOR the right to select counsel and settle and/or control such claims or suits at the VENDOR's expense, provided, however, that ACP must approve (i) any counsel selected by the VENDOR, (ii) the litigation strategy of VENDOR and its counsel, and (iii) any settlement that affects ACP's goodwill or financial position, such approvals not to be unreasonably withheld. Failure to give the VENDOR reasonable notice of all claims or suits within thirty (30) days shall not, in any way, nullify VENDOR's Indemnity obligations unless the VENDOR is materially prejudiced by such delay, provided, however, that such notice is given within ninety (90) days of such claim or suit. Notwithstanding the foregoing, ACP shall have the right to retain its own counsel (the expenses for which are covered by the VENDOR under this indemnification) to represent its own interests in all cases involving indemnification.

12.2 ACP Indemnity. ACP shall indemnify and hold the VENDOR harmless and its directors, officers, agents, representatives, and employees ("VENDOR Indemnified Parties") from and against any Claims incurred by the VENDOR Indemnified Parties, arising out of any Third Person claim or suit involving an allegation of trademark infringement involving use of the ACP Trademarks in accordance with this Contract (“ACP’S Indemnity”). The VENDOR shall, to the extent it becomes aware of same, give ACP notice of any claim or suit within thirty (30) days and grant ACP the right to select counsel and settle and/or control such claim or suit at ACP’s expense, provided that the VENDOR must approve any settlement that affects the VENDOR’s goodwill or financial position, such approval is not to be unreasonably withheld. Failure to give ACP reasonable notice of all claims or suits within thirty (30) days shall not, in any way, nullify ACP’s Indemnity obligations unless ACP is materially prejudiced by such delay, provided, however, that such notice is given within ninety (90) days of such claim or suit. Notwithstanding the foregoing, the VENDOR shall have the right to retain its own counsel (the expenses for which are covered by ACP under this indemnification) to represent its own interests in all cases involving indemnification.

12.3 Bonds and Insurance.

12.3.1 BONDS. (For construction contracts in the Canal area. For goods and services contracts when required by the corresponding tender)


1. The ACP shall establish criteria or limits applicable to grant the bonds. Said limits or criteria shall be defined by the Finance and Risk Management Division of the Executive Vice-presidency of Administration and Finance. 2. The ACP will only approve and accept bid bonds, performance bonds and payment bonds when issued by an ‘Acceptable Bond Insurer’, use list included on attachment N°10 - Authorized Insurers and Bonds Forms. 3. An Acceptable Bond Insurer means any insurance company or bond insurer legally established in the Republic of Panama and authorized by the Insurance Superintendence of the Republic of Panama to subscribe surety business. 4. Acceptable Bond Insurers may issue bonds up to a maximum of ten percent (10%) of the most recent last Technical Adjusted Net Worth published by the Insurance Superintendence of Panama in the quarterly report for the period during which the bond should be issued. Those Accepted Bond Insurers that are branches of foreign companies may issue up to a maximum of ten percent (10%) per bond of the last Net Worth audited by its parent company, for which it must provide documentation showing such value. 5. For the purposes of allowing more flexibility in the issuance of these bonds, it shall be possible to accept a maximum of five (5) co-insurers per bond; each co-insurer shall meet the same requirements, and hold the same rights and responsibilities, and shall only be held liable for the amounts established in the bond for each one individually. In the event that a bond is issued with several co-insurers, one co-insurer shall be appointed as leader and coordinator of the bond, for the presentation as well as for the execution. 6. In those cases where bonds exceed the maximum limit established for the Acceptable Bond Insurers under paragraph 4 of this clause, reinsurance coverage may be obtained with insurance or reinsurance companies that have the ‘Acceptable Bond Reinsurer Rating’, provided that the reinsurance structure, to be used in each particular case, has previously been approved by the ACP based on the procedure set forth in paragraph 8 of this clause. In these cases, the ‘Acceptable Bond Insurers’ shall retain directly, per bond, a minimum of fifty percent (50%) of the ten percent (10%) of the most recent Adjusted Technical Net Worth published by the Insurance Superintendence of the Republic of Panama in their quarterly report, for the period during which the bond is to be issued, and in the case of the branches of foreign companies, of the most recent Net Worth audited by its parent company, for which they must provide documentation showing such value. 7. An ‘Acceptable Bond Reinsurer Rating’ means, the minimum long-term credit rating the insurance company or the reinsurer that subscribes any portion of the bonds shall have the support of an Authorized Insurer either from: A.M. Best of “a-“, or “A-“ from Standard & Poors (S&P), or “A3” from Moody’s Investor’s Service, or “A-“ from Fitch Ratings. In case the insurance company or the re-insurer has several long-term credit ratings, the rating with the most recent date will be taken into account. 8. In the case of using reinsurance to meet the Technical Adjusted Net Worth to which paragraph 4 of this clause refers to, the Authorized Insurance Companies shall request ACP, the approval of the reinsurance structure they propose to use. In these cases, the application for the approval of the reinsurance structure shall be sent to the Finance and Risk Management Division of the Executive Vice Presidency for Administration and


Finance or to the office that takes the place of this section within the ACP, with no less than five (5) working days’ notice before the expiration date on which the bond must be submitted, together with the following information:

a. Contract number and title b. An amount exceeding the value of each bond they propose to issue using reinsurance companies c. Value withheld by the Acceptable Insurer from each bond d. Name of the coinsurers to be used in each bond, if applicable, and the value and percentage they will subscribe e. Name of the insurance or reinsurance companies used for each bond and the value and percentages they will subscribe f. The most recent long-term credit rating of the insurance or reinsurance companies that will be subscribing part of the bonds, name of the financial rating issuer and number assigned by it, if applicable.

Authorized Insurance Companies must verify that neither in their application nor in any event prior to the selection act of the Contractor, the identity of the Company or tenderer for which it is seeking approval of the reinsurance structure, or the exact value of the proposed bond to be issued. 9. For the final acceptance of the performance bonds and payment bonds using reinsurance, after the ACP has approved the reinsurance structure, the Contractor shall submit the bonds and the letter approving the reinsurance structure issued by ACP´s Risk Management Section or by the office that takes the place of this section within the ACP, addressed to the insurance company. 10. Notwithstanding the provisions of the previous subparagraphs, the ACP shall not admit and shall reject any bond issued by an “Authorized Insurer” that: (i) has been debarred or sanctioned by the ACP or by the National Government pursuant to the applicable regulations, while said debarment is in force; or (ii) is in a process of regularization, undergoing an administrative or operational take over, or forced liquidation ordered by the Superintendence of Insurance and Reinsurance the Republic of Panama. 11. In the event that the ACP has accepted bonds from an “Authorized Insurer” which is subsequently debarred or sanctioned by the ACP or debarred by the National Government, or is in a process of regularization, undergoing an administrative or operational take over, or forced liquidation ordered by the Superintendence of Insurance and Reinsurance the Republic of Panama, the Authority shall require from the Contractor the replacement of said bond within a thirty calendar-day period, beginning on the date of the notification of the situation by the ACP to the Contractor, unless the interests of the ACP are affected, in which case the Contracting Officer shall determine the most suitable action to protect the best interests of the ACP. 12.3.2 BID BOND 1. The ACP shall establish the criteria or applicable limits for issuance of bid bonds. The limits or criteria shall be defined by the Finance and Risk Management Division of the Executive Vice Presidency for Administration and Finance.


2. Unless otherwise specified, proponents shall submit together with their bid proposal a bid bond, which should amount to no less than ten per cent (10%) of the total amount of the bid proposal. 3. This bond shall be in effect for no less than ninety (90) calendar days after the date established to receive the proposal in the corresponding bidding ceremony, except for such cases in which, due to the amount of the bid or complexity of the ceremony, the Contracting Officer sets a different period. 4. The bid bond may be in either one of these forms:

Bid bond - using the detailed form on Attachment N°10 - Authorized Insurers and Bonds Forms

Irrevocable letter of credit 5. Should the submitted bid security be a bid bond, it shall comply with the provisions set forth in clause “Bonds” (contained herein). 6. Should the submitted bid security be an irrevocable letter of credit, it must be issued by an “Acceptable Financial Agency”. 7. An Acceptable Financial Agency means any financial entity legally established in the Republic of Panama, with a General License issued by the Bank Superintendence of the Republic of Panama. 8. An Acceptable Financial Agency may issue irrevocable letters of credit up to ten per cent (10%) of the most recent Net Worth published by the Bank Superintendence of the Republic of Panama. Those Acceptable Financial Agencies that are branches of foreign companies may issue letters of credit up to a maximum of ten percent (10%) of the most recent Net Worth audited by its parent company, for which they must provide documentation showing such value. 9. Acceptable Financial Agencies that have the “Acceptable Financial Rating for Letters of Credit”, may issue letters of credit up to thirty per cent (30%) of the most recent Net Worth published by the Bank Superintendence of the Republic of Panama, and in the case of the branches of foreign companies, of the last Net Worth audited by its parent company, for which they must provide documentation showing such value. 10. An “Acceptable Financial Rating for Letters of Credit” means the minimum long-term credit rating the financial agency that presents the letter of credit shall have and that shall be at least “A-” from Standard & Poors (S&P), or “A3” from Moody’s Investor’s Service; or “A-“ from Fitch Ratings. In case the financial agency holds several long-term credit ratings, the rating with the most recent date will be taken into account. 11. Should the corresponding bid security not be attached to the proposal or if the bid security does not comply with the requirements established in this clause, said proposal shall be flatly rejected. 12. Notwithstanding the provisions of the previous paragraphs, the ACP shall not admit and shall reject any irrevocable letter of credit issued by an “Acceptable Financial Agency” that: (i) has been debarred or sanctioned by the ACP or debarred by the National Government pursuant


to the applicable regulations, while said debarment is in force; or (ii) is in a process of regularization, undergoing an administrative or operational take over, or forced liquidation ordered by the Insurance and Reinsurance Superintendence of the Republic of Panama. 13. In the event that the ACP has accepted an irrevocable letter of credit issued by an “Acceptable Financial Agency”, which is subsequently debarred or sanctioned by the ACP or debarred by the National Government, or is in a process of regularization, undergoing an administrative or operational take over, or forced liquidation ordered by the Insurance and Reinsurance Superintendence of the Republic of Panama, the Authority shall require from the Contractor the replacement of said letter of credit within a thirty calendar-day period, beginning on the date of the notification of the situation by the ACP to the Contractor, unless the interests of the ACP are affected, in which case the Contracting Officer shall determine the most suitable action to protect the best interests of the ACP. 12.3.3 PERFORMANCE AND PAYMENT BONDS 1. The Contractor shall submit the performance and payment bonds within a period of ten (10) working days, pursuant to the provisions of Clause “Bonds” of this tender following the notice of the perfection of the contract. Performance and Payment Bond shall be issued using forms detailed on Attachment N°10 - Authorized Insurers and Bonds Forms.”

2. The performance bond guarantees the performance of the contract or the obligation to perform the contract objective faithfully. Once the contract is fulfilled, it guarantees that any defects that may be found shall be corrected. The penalty sum for the bond shall be not less than $300,000. It shall be effective during the period of the main contract performance, including any extension approved by the ACP, plus one period of 180 days.

3. The payment bond shall guarantee payment to third parties for labor services rendered and supplies used in the execution of the main contract. The penalty sum shall be B/.100,000.00. Its validity period shall be the same as the contract’s execution period, including any extension approved by the ACP, plus a period of one hundred and eighty (180) days counted from the date of the last publication of the ad announcing the completion of the project, and its satisfactory acceptance on the part of the Authority. Such publication shall be made in a newspaper with nationwide circulation.

4. For purposes of the ad mentioned in the previous article, the Contractor shall publish this ad within a period of thirty (30) days following the date of the issuance of a resolution indicating final acceptance of the object of the contract by the ACP. The ad on the completion of the project shall be published for three (3) consecutive working days in a newspaper with nationwide coverage.

12.3.4 INSURANCE The Vendor shall submit to the Contracting Officer the insurance policies or evidence of coverage or cover letters that are indicated in this clause within a period determined by the Contracting Officer, and if corrections are needed, the Vendor must present the corrections or any other documentation required, before the start of work at the site. The evidence of coverage


or cover letters should indicate they are binding and are proof that the document issuer shall be responsible to the Authority for the specified coverage. i. Vehicle insurance for damages to property and/or personal injuries, including death, caused to the Panama Canal Authority (ACP) and/or its employees, or to third parties, caused by the operation of any vehicle, be it the property of, rented by, or used by the Vendor, subcontractors, or any other contracted directly or indirectly by the Vendor or subcontractor. (1) Coverage limits: The Vendor shall maintain, if applicable, enough insurance to cover for damages, with limits not less than:

(a) In the case of heavy equipment over 8 tons of weight requiring vehicular registration and car plate issued by the Ground Transit and Transportation Authority (ATT) to circulate in public ways:

(i) Personal injuries: U.S.D. $100,000.00 per person and U.S.D. $300,000.00 per accident.

(ii) Property damages: U.S.D. $100,000.00 per accident.

(b) In the case of vehicles that require vehicle registration and car plate issued by the Ground Transit and Transportation Authority (ATT) to circulate in public highways, of up to 8 tons or used with the sole purpose of transporting passengers:

(i) Personal injuries: U.S.D. $5,000.00 per person and U.S.D. $10,000.00 per accident.

(ii) Property damages: U.S.D. $5,000.00 per accident.

ii. Public Liability Insurance: To cover damages to property, personal injuries, including death, in addition to damages to ACP and/or its employees or any other third party, by activities carried out by the Contractor, subcontractors or any other contracted directly or indirectly by the Contractor or subcontractor during contract execution. This coverage shall include, in addition, the following risks: damages to cables, ducts and other underground facilities; crossed public liability and premises and operations.

(1) Coverage Limits: The Contractor shall maintain enough insurance to cover property damages, personal injuries and damages including death, with limits not less than U.S.D. $1,000,000.00 single combined limit in the annual aggregate. (2) Other terms and conditions: The policy shall indicate the following:

(a) ACP is an additional insured party and the insurer renounces its rights to subrogate against the ACP for any claim in relation to this Contract. (b) ACP may claim directly to the insurance company for those claims misdirected by third parties, which according to the Contract are the responsibility of the Vendor. (c) ACP and its employees shall maintain the right to claim as third parties. Therefore, the designation of ACP as additional insured does not impede that ACP or its employees may claim against this policy, for damages, injuries and/or damages caused by the Contractor, subcontractor or any other contracted directly or indirectly by the contractor or subcontractor.

1. The coverage of the insurance policy shall be from the date of a contract award, including any extension approved by the ACP, without limitation of obligations and responsibilities. 2. The Vendor shall procure and maintain insurances pursuant to the provisions established in this clause by insurance companies that at the time such insurance policies are taken out, must hold a minimum long-term credit rating not lower than the A.M. Best “A-“, Standard & Poors (S&P) “A-“, Moody’s Investor’s Service “A3” or Fitch Ratings “A-“, or such lesser minimum rating


as the ACP at its sole and absolute discretion decides; or from insurance companies legally established in the Republic of Panama and authorized by the Insurance Superintendence of the Republic of Panama to subscribe general and technical insurance businesses, which may subscribe per policy up to ten per cent (10%) of the most recent Adjusted Technical Net Worth published by the Insurance Superintendence of the Republic of Panama in the quarterly report published during the period when the insurance should be issued. 3. In the case of the insurance companies legally established in the Republic of Panama and authorized by the Insurance Superintendence of the Republic of Panama to subscribe insurance businesses in the general and technical fields that are branches of foreign companies, they may subscribe the policies indicated in the above paragraph up to a maximum of ten per cent (10%) of the most recent Net Worth audited by its parent company, for which it must provide documentation showing such value. 4. Should reinsurance be implemented in the subscription of Insurance Policies, a “Cut-Through Clause” shall be included where the re-insurers and the re-insured should at any time become insolvent or face any financial problem, notice be given to the reinsurers, the reinsurers shall pay to the originally insured that portion of any loss due to the reinsured which represents the liability of the reinsurers to the reinsured under the terms of this policy, less the premium, if any, to the reinsurers, and such payment by reinsurers to the said original assured shall fully discharge and release the reinsurers from any and all further liability in connection with such loss. 5. All insurance policies shall indicate they cannot be modified or amended without a written notice by the insurance company to the ACP Contracting Officer that administers the contract, with at least (30) days in advance or the time stipulated by the Contracting Officer. The insurance company shall obtain a written confirmation by the Contracting Officer for the notification to be considered valid. 6. The documentation related to the insurance policies that shall be presented to the Contracting Officer includes the General Conditions, Particular Conditions and all its endorsements. 7. ACP reserves the right to procure at the expense of the Vendor, any required insurance in the clause indicated, if the Vendor fails to obtain or maintain the minimum requirements of insurance and deduct the amounts of the premium and other direct and indirect expenses incurred by the ACP as a result of insurance policy acquisition, brokerage and administration related to the execution of the corresponding contract. 8. Notwithstanding the provisions of the previous subparagraphs, the ACP shall not admit and shall reject insurance policies issued by any insurer legally established in the Republic of Panama and authorized by the Superintendence of Insurance and Reinsurance of the Republic of Panama if (i) it has been debarred or sanctioned by the ACP or debarred by the National Government, pursuant to the applicable regulations while said debarment is in force; or (ii) is in a process of regularization, undergoing an administrative or operational take over, or forced liquidation ordered by the Superintendence of Insurance and Reinsurance the Republic of Panama. 8. In the event that the ACP has accepted insurance policies from an insurer legally established in the Republic of Panama, authorized by the Superintendence of Insurance the Republic of Panama, which is subsequently debarred or sanctioned by the ACP or debarred by the National Government, or is in a process of regularization, undergoing an administrative or operational take over, or forced liquidation ordered by the Superintendence of Insurance and Reinsurance the Republic of Panama, the Authority shall require from the Vendor a replacement of said insurance policy within a thirty calendar-day period, beginning on the date of the notification of the situation by the ACP to the Vendor, unless the interests of the ACP are affected, in which


case the Contracting Officer shall determine the most suitable action to protect the bests interests of the ACP. 9. In the event that the ACP has accepted insurance policies from insurance companies that are not established in the Republic of Panama as provided in this clause, the ACP reserves the right and shall have the power to require from the Contractor the replacement of said insurance policies within a thirty calendar-day period, beginning on the date of the notification of the situation by the ACP to the Contractor, in the event that the ACP knows of any subsequent fact related to the debarment issued by the ACP, by the National Government or by the Country of incorporation of said insurance company, or in the event that it is in a process of regularization, undergoing an administrative or operational take over, or forced liquidation ordered by a competent authority in Panama or in their country of incorporation, unless the interests of the ACP are affected, in which case the Contracting Officer shall determine the most suitable action to protect the best interests of the ACP.

(c) no to this Contract or the transactions contemplated hereby.

13. LIQUIDATED DAMAGES

13.1 Liquidated Damages.

(a) The Parties agree that the liquidated damages set forth below are reasonable estimates of the actual damages that would be incurred by ACP for the breaches specified below, and the VENDOR agrees to pay ACP liquidated damages in accordance with this Section 13.1, in the amounts set forth below, upon the occurrence of the specified breach, and upon demand by ACP.

i. The first offense (Failure of Official Product line to conform to the guidelines and Failure on Store Operation Guideline) in any category that is not cured within the Cure Period specified under Section 10.2 (Termination by ACP for Breach) will require the VENDOR to pay ACP liquidated damages in the amount listed below for each month that such breach remains uncured. The second offense will require the VENDOR to pay ACP liquidated damages in the amount listed below for each month that such breach remains uncured. For a third and each subsequent offense in the same category, the VENDOR shall pay ACP liquidated damages in the amount listed below for each month that such breach remains uncured. ACP in no way waives its rights under this Contract, such as termination rights, or other remedies prescribed by law through the imposition of such liquidated damages.

VIOLATION FIRST OFFENSE (not cured within Cure Period)

SECOND OFFENSE

THIRD AND SUBSEQUENT OFFENSES

Failure of Official Product Line to conform to the Official Product Line Guidelines, as

USD$ 4,000 USD$ 8,000 USD$ 12,000


further set forth under Section 5.2 Official Product Line.

Failure to comply with the requirements as set forth under Section 6.1 Store Operation.

USD$ 5,000 USD$ 10,000 USD$ 15,000

14. DISPUTE RESOLUTION

14.1 Amicable Agreement.

(a) In the event of any dispute arising in connection with the performance, interpretation or termination of this Contract, the Parties shall cooperate in good faith to try to amicably resolve any such dispute.

Should the Parties fail to amicably resolve any such dispute, ACP shall document the details of the Parties attempted resolution and the Parties shall submit to the administrative process set forth under Section 14.2 (Administrative Process) hereof. In no event shall the administrative process be cause for either Party to suspend or delay the performance of its obligations under this Contract.

14.2 Administrative Process.

(a) The aggrieved Party shall submit its claim, if any, to the other Party in accordance with the provisions of Section 15.3 (Notices) hereof or by e-mail. Notwithstanding the provisions of Section 14.1 (Amicable Agreement) hereof, any claim must be submitted within ninety (90) calendar days from the date the aggrieved Party became aware of the event giving rise to the claim. Claims submitted after this 90-day period will not be accepted and will be considered void.

i. Any claim submitted by the VENDOR must contain, at a minimum: the contract number, the details and basis of the claim (including an explanation as to why the claim is attributable to ACP), the definitive sum of the claim (which may be subject to adjustment if the claimed expenses continue to accrue with the VENDOR’s continued performance of this Contract), the relevant provisions of this Contract and the regulations on which the claim is based, all relevant supporting evidence, and a statement by the VENDOR declaring that (i) the claim is made in good faith, (ii) the supporting evidence is accurate and complete, and (iii) the sum of the claim accurately reflects the compensation for which the VENDOR reasonably believes ACP is liable. The submission of a claim that lacks any of the foregoing will be returned to the VENDOR with an explanation of its deficiencies. A returned claim shall not suspend the original time period for the presentation according to Section 14.2 (Administrative Process) (a).

ii. Within ninety (90) calendar days following the receipt of any claim from the aggrieved Party, the Contracting Officer of the Party in receipt of such claim shall render a resolution of the claim. The resolution shall (i) include the


sum of the compensation, if any, owed to the aggrieved Party, and the rationale supporting such sum, (ii) resolve any claims of contract interpretation, and (iii) set forth any other form of relief considered by the Contracting Officer to be appropriate and just. The Contracting Officer’s resolution shall be sent to the aggrieved party in accordance with the provisions of Section 15.3 (Notices) hereof or by email.

iii. As applicable, each Party may appeal the Contracting Officer’s resolution to the ACP Administrator. Any such appeal must be submitted, in accordance with the provisions of Section 15.3 (Notices) hereof or by email, to the ACP Administrator within five (5) business days of receiving the Contracting Officer’s resolution. Appeals submitted after this 5-day period will not be accepted. The appeal shall include any new evidence that a Party considers valid.

iv. The ACP Administrator shall notify the appellant, in accordance with the provisions of Section 15.3 (Notices) hereof or by e-mail, of the admission or rejection of the appeal. The appeal decision shall be rendered by ACP´s Administrator no later than sixty (60) calendar days following the date the appeal was admitted. A copy of the appeal decision will be sent to the appellant in accordance with the provisions of Section 15.3 (Notices) hereof or by e-mail.

14.3 Arbitration.

(a) Any disputes or differences that remain after the administrative process is fully exercised shall be decided by arbitration.

i. Any arbitration action must be filed within sixty (60) calendar days from the date the appeal decision is received by the applicable Party, and must be filed in accordance with the rules of the Centro de Conciliación y Arbitraje de Panamá (CECAP), Arbitration and Conciliation Center of Panama.

ii. The dispute shall be settled by three arbitrators appointed pursuant to the rules of the CECAP, and such arbitrators must all be lawyers.

iii. The arbitration will be made and the award will be rendered in Panama City. The arbitration will be conducted in Spanish.

iv. The arbitration award may not be revoked or subject to appeal or analysis by any other court or another arbitration procedure. The arbitration court may award the prevailing party reimbursement by the party to which the arbitration procedure’s decision is unfavorable to reimburse some or all fees and costs related to the arbitration procedure, including the arbitrators’ fees, any administrative expenses, and attorney fees. If there is a decision that benefits both parties, costs related to the arbitration procedure will be paid in the proportion set by the arbitration award.


14.4 Exclusive Remedy. The dispute resolution procedures set forth under this Section 14.4 (Exclusive Remedy) shall be the sole and exclusive procedure applicable to the resolution of any disputes between the parties resulting from this Contract; provided, however, that prior to arbitration and exclusively to obtain preliminary measures necessary to avoid material harm or loss of property (such as preliminary injunctions, temporary restraining orders, or other equitable relief), the Parties may resort to the competent legal authority. The filing of legal proceedings with the purpose of obtaining preliminary measures shall not entail waiver of arbitration. For the avoidance of doubt, nothing contained herein shall prevent either Party from resorting to the competent legal authority to enforce a final award of the arbitration court.

15. MISCELLANEOUS 15.1 Assignment. The VENDOR shall not be entitled to assign or transfer its rights,

benefits or obligations or any portion thereof under this Contract without the prior written consent of ACP, and any attempted assignment without the required consent shall be void. No assignment of any rights or obligations of VENDOR hereunder shall relieve VENDOR of any such obligations. ACP, at its sole discretion, may assign this Contract in whole or in part to any Person at any time. Upon any permitted assignment, the references in this Contract to such assigning Person shall also apply to any such assignee unless the context otherwise requires. This Contract shall be binding upon and inure to the benefit of the Parties and their respective successors, legal representatives and permitted assigns. To request such assignment, the following documents shall be submitted by The VENDOR to the ACP:

(a) A letter, signed by the legal representative or by a person authorized by the assignor, requesting to the contracting officer of the ACP the assignment of this Contract. This letter shall include the contract description, (number, amount, object and award date), and the name of the assignee.

(b) The Assignment of Contract, signed by the legal representative or by a person authorized by the assignor and assignee, with the corresponding notarization of the signatures. This Contract shall indicate that the assignee accepts all responsibilities for the execution of this Contract in accordance with the terms and conditions required in this Contract.

(c) Authorizations by the assignor’s and assignee’s Board of Directors to make and accept, respectively, the Assignment.

(d) Certificates from the Public Registry of the assignor and assignee (or its equivalency in case of foreign entities)

(e) Authorization and endorsement from the surety or guarantor of this Contract and any insurance policies or bond required in this Contract.

(f) Copy of the identification card or passport of the legal representative or person authorized to sign for the assignor and assignee.

(g) In case the assignor and assignee are foreign entities, all documentation shall be notarized.

15.2 No Third Party Beneficiaries. This Contract is made solely for the benefit of the Parties and their permitted assignees and successors, and no other Person (including employees of any of the Parties) shall have any legal or equitable right, claim, benefit or remedy of any nature whatsoever under or by virtue of this Contract.


15.3 Notices. All notices, requests, claims, demands and other communications that are required or may be given under this Contract shall, unless otherwise provided for elsewhere in this Contract, be in writing and shall be deemed to have been duly given if and when (i) transmitted by facsimile with proof of confirmation from the transmitting machine or (ii) delivered by commercial courier or other hand delivery, as follows (or at such other facsimile number or address for a Party as shall be specified in a notice given in accordance with this Section 16.3):

If to ACP, to: Contracting Officer – Bid N° CCO-19-001 Building N° 125, Balboa, Panama Attn: Boris A. Zachrisson email: [email protected] Telephone number: (507) 272-7961

If to VENDOR to:

Contact person name and address identified in the proposal document.

15.4 Severability. If any term or other provision of this Contract is held to be invalid, illegal or incapable of being enforced by any rule of applicable law, or public policy, all other conditions and provisions of this Contract shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Contract is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Contract so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Contract be consummated as originally contemplated to the fullest extent possible.

15.5 Confidentiality. Each Party shall keep confidential and not reveal to any other Person, except to a Party's representatives, employees and contractors who have a need to know, any confidential or proprietary documents or other confidential or proprietary information of the other Party provided pursuant to this Contract ("Information"), except for such Information that a Party is required to disclose under any applicable law (provided that in the event disclosure is required by applicable law, such Party shall, to the extent reasonably possible, (x) provide the other Party with prompt notice of such requirement prior to making any disclosure so that such other Party may seek an appropriate protective order and (y) provide the minimum disclosure of such Information as is practicable under the circumstances and seek to obtain confidential treatment of such disclosed information). "Information" does not include, and there shall be no obligations hereunder with respect to, information that (a) at the time of disclosure or thereafter is generally available to the public (other than as a result of a disclosure by such Party in breach of this Contract) or (b) is or becomes available to a Party on a non-confidential basis from a source that is not prohibited from disclosing such Information to such Party. Nothing in this Section 15.5 (Confidentiality) shall preclude any Party from disclosing Information to appropriate governmental authorities in connection with audits conducted from time to time by those governmental authorities (provided that such Information shall be marked as "confidential"). Each Party shall be responsible for enforcing the terms of this Section 15.5 (Confidentiality) as to its representatives, employees, and contractors and to take such action, legal or otherwise, to the extent necessary to cause them to comply with the terms and conditions of this Section 15.5


(Confidentiality) so as to prevent any improper disclosure or misuse of the Information (including to take all actions that such Party would take to protect its own Information).

15.6 Force Majeure. Neither ACP nor the VENDOR shall be liable to the other for any failure to perform or delay in the performance of any obligation pursuant to this Contract resulting from any of the following causes: (i) acts of God, (ii) weather, fire or explosion, (iii) war, invasion, riot or other civil unrest, (iv) governmental laws, orders or restrictions, (v)actions, embargoes or blockades in effect on or after the date of this Contract, (vi) action by any regulatory authority, (vii) national or regional emergency, (viii) strikes, labor stoppages or slowdowns or other industrial disturbances, (ix) shortage of adequate power or transportation facilities, or (x) any other event which is beyond the reasonable control of the affected Party (each, a "Force Majeure Condition"). Upon the occurrence of a Force Majeure Condition, the affected Party shall promptly notify the other of such occurrence and shall use commercially reasonable efforts to minimize the adverse effect of the Force Majeure Condition. If such Force Majeure Condition should persist in excess of sixty (60) consecutive days, the non-affected Party may either (i) terminate this Contract, or (ii) suspend its obligations under this Contract until such time as the Force Majeure Condition has ceased; provided, however, that promptly upon the cessation of the Force Majeure Condition the affected Party shall give notice of the cessation of such Force Majeure Condition, and upon such notice, the affected Party shall recommence performance of its obligations pursuant to the terms of this Contract in accordance with its terms.

15.7 Counterparts. This Contract may be executed and delivered in any number of counterparts, each of which when executed and delivered will constitute an original of this Contract, but all the counterparts will together constitute one and the same agreement. No counterpart will be effective until each Party has executed at least one part or counterpart.

15.8 Governing Law and Interpretation. This Contract shall be subject to the provisions included in this document and shall be governed by and construed in accordance with the pertinent rules of the Acquisition Regulation of the ACP, the Regulation on Commercial, Industrial Activities or Benefit Services of the ACP and the rules and regulations of the Panama Canal. (Text available at http://www.pancanal.com/eng/legal/reglamentos/index.html).

15.9 Amendment / Waiver. Except as otherwise set forth under this Contract, the provisions of this Contract may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by both Parties, or in the case of a waiver, by the Party against which the waiver is to be effective. The waiver by any Party of a breach of any provision of this Contract shall not operate or be construed as a waiver of any subsequent breach. No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

15.10 Binding Effect. This Contract shall be binding upon and inure to the benefit of the Parties and their successors, and permitted assigns.

15.11 Waiver of Jury Trial. Each Party hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect to any dispute or controversy directly or indirectly arising out of, under or in connection with this Contract or the transactions contemplated hereby. Each Party hereto (a) certifies that no representative, agent or attorney of the other Party has represented, expressly or otherwise, that such other Party would not, in the event of any dispute or controversy, seek to enforce the foregoing waiver and (b) acknowledges that it and the

http://www.pancanal.com/eng/legal/reglamentos/index.html


other Party hereto have been induced to enter into this Contract and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section 15.11 (Waiver of Jury Trial).

15.12 Disclaimer of Warranties; Assumption of Risk. VENDOR ACKNOWLEDGES AND AGREES THAT THE ACP TRADEMARKS ARE FURNISHED "AS IS," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUALITY, USEFULNESS, COMMERCIAL UTILITY, ADEQUACY, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. VENDOR EXPRESSLY ACKNOWLEDGES THAT THE LICENSE TO THE ACP TRADEMARKS HEREUNDER IS NOT IN ANY WAY GUARANTEED AND ACP DOES NOT MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT THERETO, EXCEPT AS EXPRESSLY SET FORTH HEREIN, AND VENDOR AGREES TO ASSUME ALL RISKS AND LIABILITIES ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE ACP TRADEMARKS LICENSED HEREUNDER. EACH PARTY'S SOLE OBLIGATIONS UNDER THIS CONTRACT SHALL BE THOSE OBLIGATIONS EXPRESSLY SET FORTH AS OBLIGATIONS OF SUCH PARTY IN THIS CONTRACT.

15.13 Sanctions and Disqualification or Debarment of VENDOR. Notwithstanding the provisions of Section 13 (Liquidated Damages), the VENDOR should be aware that under Section 15 this Contract shall be governed by and construed in accordance with the rules Acquisition Regulation of the ACP, including regulations of Chapter XVI (Articles 181 to 189) (http://www.pancanal.com/eng/legal/reglamentos/acquisition-compilation.pdf) regarding disqualification or debarment of ACP contractors.

Also, if this Contract is terminated for causes attributable to VENDOR, the VENDOR shall not be able to receive awards form the ACP as penalty for defaulting for a period of twelve (12) months. The term of suspension will be counted from the date the suspension is notified. If the contractor, upon being sanctioned, is already serving a previous sanction period, the new period shall start at the end of the previous one. This sanction is subject to the administrative recourse of appeal as indicated in Section 14.2 (Administrative Process).

15.14 Official Language. In spite of the fact that this Contract has been drafted in English, all the documentation, communication and correspondence shall be submitted in Spanish.

15.15 Documentation and Hierarchy. The VENDOR and the ACP understands and agrees that the terms and conditions of this contract or Agreement are subject to the following documents: (i) ACP Tender Form; (ii) this document containing the Invitation to Bid and the terms and conditions for the Lease and Licensing (The “AGREEMENT”); (iii) the purchase order; (iv) the proposal submitted by the VENDOR to obtain the award of this Contract, so far as it does not contradict any of the ACP documents; and (v) any modification or future addenda, which are included by reference.

For purposes of interpretation and execution, the following order of hierarchy and priority of documents comprising this Contract is established:

(a) ACP Tender Form. (b) This “Agreement”.

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(c) The purchase order; (d) The proposal submitted by VENDOR, so far as it does not contradict any

of the documents listed above.

15.16 Minimum Wage. This Contract for services is subject to the minimum wage of US$ 2.90 per hour for those workers of VENDOR rendering direct services on the premises of the ACP in the Canal area or in accordance with ACP regulations. Compliance with the minimum wage shall be subject to auditing of payrolls, stubs, Social Security payment statements of the employees and other documents that prove the payment of the above-mentioned wage.

15.17 Ethical Business Practices.

(a) VENDOR warrants that it has not and will not, and none of its executives, legal representatives, board members, major stockholders, agents or employees, directly or indirectly, pay give, deliver, receive, agree, or undertake to pay, any bribe, pay-off, kick-back, gifts, gratuity or unlawful commissions or other things of value, in any way or form, or have paid, promised to pay or will pay directly or indirectly unlawful amounts as an inducement or reward, in local currency or foreign currency, in the Republic of Panama or any other place where such conduct relates to this Contract, or any other place in violation of the applicable laws including without limitation any applicable anti-corruption legislation or similar law of the Republic of Panama, to:

1. Any person while knowing that all or a portion of such payment, bribe, pay off, kick back, gift, gratuity, unlawful commissions, unlawful gratuity or unlawful amount will be offered, given or promised to government officials or employees, political parties, political party officials or political candidates or Third Persons with influence over government officials or employees; or,

2. Any government official or employee, political parties, political party officials or political candidates or Third Person that due to his/her potential influence over any government official or employee, could be influential or persuasive in connection with the award of this Contract, or over any action in relation to the award of this Contract, before or during the execution of all and/or of the activities related to the award of this Contract.

ii. VENDOR warrants that it has an ethics or compliance program or similar policy by document which implements internal policies and procedures to prevent and detect violations of law, regulations, and rules, and to promote ethical behavior by and within it.

15.18 Compliance with the United Nations Global Compact. The VENDOR agrees that in the performance of this Contract, business will be conducted in compliance with the following principles set forth under the United Nations Global Compact, to which ACP is a signatory:

Principle 1: Businesses should support and respect the protection of internationally proclaimed human rights;

Principle 2: Make sure they are not complicit in human rights abuses;


Principle 3: Uphold the freedom of association and the effective recognition of the right to collective bargaining;

Principle 4: Eliminate all forms of forced and compulsory labor; Principle 5: The effective abolition of child labor; Principle 6: The elimination of discrimination in respect of employment and

occupation; Principle 7: Businesses should support a precautionary approach to

environmental challenges; Principle 8: Undertake initiatives to promote greater environmental responsibility; Principle 9: Encourage the development and diffusion of environmentally friendly

technologies; Principle 10: Business should work against corruption in all its forms, including

extortion and bribery.


PART III – MINIMUM REQUIREMENTS FOR QUALIFICATION

1. Minimum Requirements to be considered

A. To be considered tenderer shall submit:

1) Price Proposal Package 2) Technical Proposal Package

2. Tenderers Minimum requirements to Qualified:

a. Tenderer shall have at least ten (10) years of experience (in the last ten years) in the

management and/or operation of gift shops or souvenir retail stores located among

others, in, for example: airports, shopping malls, ports, train stations, visitor centers,

aquariums, botanical gardens, experience centers, waterparks, museums, theaters,

theme restaurants, sports arenas, landmarks, public attractions, cruise ships, zoos,

transport terminals, rides or parks. If tenderer is a consortium, the company

validating this requirement shall be the one on the consortium constitution

document with the responsibility for the operation of the two Panama Canal Stores

described on this invitation for bid.

b. Tenderer shall have at least two (2) stores such as gift shops, traveler oriented store or

souvenir retail stores, under continued operation during the last ten (10) years.

c. Tenderer shall have an annual gross income of no less than US$3 million for two

consecutive years demonstrated in audited financial statements.

d. Tenderer shall have five (5) years of experience (in the last five years) in managing,

producing or developing souvenir, brand or tourist oriented products, paraphernalia,

mementos or souvenirs.

e. Tenderer shall have demonstrable financial solvency and capability to develop and

operate the business described in the invitation for bid or credit lines of at least mid-six

figures.

f. Tenderer is in good standing with Panamanian tax regulations. Local tenderers should

submit a tax clearance certificate, certifying compliance with tax regulations within the

Republic of Panama and the Caja de Seguro Social. (Paz y Salvos).

To validate the minimum requirements listed before and to validate operational terms, tenderer shall submit the following documentation with technical proposal:

1. As many letters, documents or certifications of reference, attesting that the Tenderer

has at least ten (10) consecutive years of recent experience in operation and

management of gift shops or souvenir retail stores located among others, in, for


example: airports, shopping malls, ports, train stations, visitor centers, aquariums,

botanical gardens, experience centers, waterparks, museums, theaters, theme

restaurants, sports arenas, landmarks, public attractions, cruise ships, zoos, transport

terminals, rides, parks or other traveler-tourist oriented intensive sites worldwide,

among others of similar nature. Reference letters should include name, address,

email, and telephone number and position of the person responsible for the

information provided. The ACP may communicate with the person responsible for the

information provided in order to verify its accuracy and may do a background check

and due diligence as might be required or deemed necessary. If tenderer is a

consortium, experience attested shall belong from the consortium member which will

be managing the Panama Canal Stores. Information of this responsibility should be

included in the consortium constitution document.

2. As many letters, documents or certifications of reference, attesting the tenderer have

at least two (2) gift shops or souvenir retail stores under continued operation during

the last ten (10) years. Reference letters should include name, address, email, and

telephone number and position of the person responsible for the information provided.

The ACP may communicate with the person responsible for the information provided

in order to verify its accuracy and may do a background check and due diligence as

might be required or deemed necessary.

3. As many letters of reference, documents or certificates, attesting the tenderer has five

years of recent experience (during the last five years) in coordinating and or

management of the design, development, franchising, retail sale and distribution of

souvenir, brand or tourist oriented products, merchandise, paraphernalia, souvenirs,

mementos memorabilia or keepsakes. Reference letters, documents or certificates

should include name, address, email, and telephone number and position of the

person responsible for the information provided. The ACP may communicate with the

person responsible for the information provided in order to verify its accuracy, and

may do a background check and due diligence as might be required or deemed

necessary.

4. Certified copy of two consecutive annual audited financial statements (last two audited

statement at the moment of the proposal), attesting Tenderer´s annual gross income

of no less than US$ 3 million, in each year audited. Authenticated copy of a certificate

of good standing of the Tenderer presenting the Bid and with whom the ACP will

celebrate this Contract, issued by the proper government authority. This certificate

should express among others, the name of the legal representatives or persons

authorized to represent the corporation. If the document is issued in a foreign country,

it should be authenticated and legalized by the proper government authority of the

foreign country and Panama or thought Apostille when applicable. If Tenderer is a

consortium, shall submit information of each consortium member and legal

documentation of authorized person to represent company as detailed in consortium

constitution document.

5. A proposal cover letter, duly signed by the authorized representative of the Tenderer,

warranting compliance with the requirements, terms and conditions established on this

invitation for bids document. See format letter on page 6 of this invitation for bid.

6. A disclosure letter, duly signed by the authorized representative of the Tenderer, to

inform that there are no relevant facts or circumstances (including of tenderer´s

Executives, Board Directors, Legal Representatives and controlling stockholders)

which could give rise to a real or potential conflict of interest that may affect our


capacity to serve the best interests of ACP under this Contract. (In case of no conflict).

See format letter on page 7 of this invitation for bid. If tenderer is a consortium, each

consortium member shall submit this letter. In case of conflict, use format on page 8.

7. A declaration letter, duly signed by the authorized representative of the Tenderer, to

certify that the Tenderer has no legal impediment to contract or perform this Contract.

See format letter on page 7 of this invitation for bid. If tenderer is a consortium, each

consortium member shall submit a this letter.

8. As many bank letters of reference as possible to certify that the Tenderer has cash

and/or financial resources and wherewithal required to design, develop, set-up, stock,

operate and maintain the Stores, or credit lines of at least mid-six figures.

9. If applicable, Tenderers with local residence shall submit a tax clearance certificate,

certifying its compliance with tax regulations within the Republic of Panama and the

Caja de Seguro Social (Paz y Salvos).

10. A full color render with aerial, lateral and frontal images and views of each store,

showing space distribution, graphic design, concept, display of merchandise and any

other distinctive element to be used in the stores, decoration and display of

merchandise.

11. A full color catalog with at least three different lines of products targeted to different

segments of clients (age, purchasing power, gender). Catalog should include lateral

and frontal images of each product showing the correct use of the Panama Canal

trademarks.

12. A full color render with frontal and lateral images showing graphic design of products´

packaging or wraps, bags and boxes to be used in each store.


Attachment N°1 – Panama Canal Authority (ACP) Registered Trademarks

I. Canal de Panamá registered trademarks:

A. Canal de Panamá official logos

B. Locks design logo


C. Panama Canal Honorary Public Service Award logo

D. Miraflores Locks Panama Canal

E. Gatun Locks Panama Canal

F. Pedro Miguel Locks Panama Canal

G. Gatun Lake Panama Canal

H. Panama Canal

I. Pancanal

J. Culebra Cut Panama Canal

K. Madden Dam Panama Canal

With the inauguration of the Panama Canal Expansion or any other event, there may be some new logos or designs in addition to the above listed that can be used in the future with previous written consent of ACP.


Attachment N°2 – ACP Brand Guidelines

I. Brand Guidelines

A. Usage Policies

The Official Canal de Panamá logo must be used strictly under the following guidelines:

1. Vertical Format:

2. Horizontal Format:

3. Typography - OPTIMA BOLD ITALIC:

4. Official Logo Colors:

Pantone 187U

Pantone 541U

5. The Canal de Panamá logo may be used in black or white according to the color of the

surface on which the logo will be incorporated, in which case, the use of this logo will be

subject to ACP’s prior written approval.


6. For commercial purposes, the use of other colors in the official logo according to the

requirements of the various designs must be reviewed and approved in writing by the ACP, in

which case it is required a written approval as indicated in Section 5.2 of this document.

7. For advertising purposes the requirements are as follows:

Offset imprint, minimum resolution of 266 ppi.

Newspaper imprint, minimum resolution of 180 ppi.

Serigraphy imprint, minimum resolution of 180 ppi.

Laser imprint, minimum resolution of 128 ppi.

If any other type of imprint is required it will be subject to ACP’s prior written

approval.

8. The logo size proportion shall be maintained always and shall not be modified under any

circumstance.

9. All other ACP brands approved under this Contract (Attachment 1), may be used

according to the ambiance of the designs and must be submitted for ACP’s written

approval as indicated in Section 5.2.

The Office of the Vice President for Corporate Communications of the Panama Canal reserves the right to review and approve the final artwork to be used in various advertising campaigns.


Attachment N°3 - Official Product Line Guidelines I. INTRODUCTION The Panama Canal’s Corporate Branding Office establishes corporate quality guidelines, and develops products that are of quality and value. Inquiries regarding quality guidelines should be directed to the appropriate Corporate Branding team member listed below via phone, fax, or e-mail. CONTACT INFORMATION CORPORATE BRANDING OFFICE

PHONE ADDRESS

+507 - 272-7386

Balboa, Ancon

Administration Building

CORPORATE BRANDING

NAME PHONE EMAIL

Irma Cecilia Vergara Brand, Tourism and Events Manager

+507 - 272-7291 [email protected]

NAME PHONE EMAIL

Mario Goti Corporate Branding Specialist

+507 - 272-7382 [email protected]

II. VENDOR REQUIREMENTS

A. PRODUCT APPROVAL REQUESTS

1. Product information must be submitted to ACP in order to obtain a pre-approval of a product. This product information must include a general description, specifications and design.

2. ACP will review the documentation provided and will provide a written approval or

disapproval of the product within 15 days.

3. Inaccurate or untimely product information submitted may result in a delay of the approval.

B. TOP-OF-PRODUCTION SAMPLES




1. In the first purchase of a pre-approved product, VENDOR must send top-of-production samples to the Panama Canal Corporate Branding Offices before shipping any orders to the Distribution Center.

2. These top-of-production samples are not to be confused with photo samples or paper proofs sent earlier to the Panama Canal Corporate Branding Office.

3. Top-of-production samples will be approved for shipment based on the General

Guidelines as well as Specific Guidelines.

4. A Panama Canal Corporate Branding Specialist will email an approval/rejection of the products within one week of receipt of the samples.

C. PRODUCTION REQUIREMENTS

1. Correct product labeling is required, if applicable. Please refer to Product Labeling in

General and Specific Guidelines.

2. No VENDOR solicitations (phone numbers, addresses, websites, etc.).

3. If needed, VENDORS are responsible for performing physical tests in order to meet Panama Canal Authority requirements.

D. QUALITY CONTROL INSPECTION

1. All orders received at the distribution center require a quality inspection to assure

consistent quality of all products.

2. Inspection reports are available upon request.

III. QUALITY GUIDELINES

A. INTRODUCTION

The Panama Canal Quality Criteria Guide is presented in two sections. The first section contains general guidelines that apply to products. The second section contains guidelines that are specific to a particular product. The VENDOR is expected to be familiar with and produce products based on criteria contained in both the general and specific product sections.

B. GENERAL GUIDELINES

1. Compliance

Products shall meet all agreed-upon product specifications.

Product measurements (height, width, weight, if applicable), sizes, size conversions, etc. shall conform to specifications and/or match approved top-of-production samples.

Colors shall conform to agreed-upon standards or approved top-of-production samples.


Substitutions of color, product, style, components, shade variations, etc., are acceptable only when authorized (in writing) by the Panama Canal Corporate Branding Office and/or Product Quality Management.

All specified components and/or parts should be included in the product.

Products shall conform to construction specifications or approved top-of-production sample.

2. Materials

a. Fabric

No defects: including holes, stains, weak spots, mispicks, knots, slubs, soil, etc. are allowed.

No streaking, fade lines, or foreign matter, unless characteristic of fabric type is allowed.

No large or long slubs are allowed unless inherent in selected natural fabrics.

No uneven print repeats, off-register prints, off-grain prints, or inconsistent print repeats are allowed.

Fabric shall not be used wrong-side-out unless otherwise specified and approved.

Fabric nap/weave shall run in one direction on all components unless otherwise specified and approved.

No oil spots, soil marks, chalk marks, ink marks, masking tape, mold, mildew, etc., shall be present on fabric.

Fabric and trim shall match unless otherwise specified.

Custom color dyes shall match approved lab dips.

No rings or water spots shall be present on cloth after spot cleaning.

b. Leather

Grade shall meet specifications and/or approved top-of-production sample.

Shade and grain shall be consistent on all components unless otherwise specified and approved.

All treatments (weatherproofing, etc.) shall be applied as specified.

Vein marks and hair cells shall not be visible unless otherwise specified and approved.

Stains or open scars are not acceptable.

Leather shall have dye-through unless otherwise specified.

Mismatched or coarse or stiff leather is not acceptable.

No mold, mildew, spots or soil is acceptable.

Any fungicide used must not contain OPP (Ortho Phenyl Phenol).

c. Zippers

Teeth and tape shall match approved color.

Zippers shall conform to style, type, length and size specified.

Zippers shall be double stitched unless otherwise specified and approved.

Zippers shall be smooth and flat after insertion.

Pulls shall be secure and conform to specifications or approved top-of-production sample.

Zippers shall operate smoothly and easily after insertion.


d. Metals, Buckles, Snaps, Grommets, Locks etc.

No sharp or rough edges are to be present.

All items shall be specified metal and color.

All items shall conform to specifications or approved top-of-production sample.

All parts of snaps, buckles, etc. are to be aligned properly.

Buckles must lock and unlock as designed.

Grommet holes are to be punched out.

Any metal items that can come in contact with the skin must not contain nickel.

3. Construction and/or Assembly

a. Stitching

Stitch length shall conform to specifications or approved top-of-production sample.

Stitching shall have balanced tension.

No puckers, pleats or wrinkles are to be present.

No skipped, broken or missing stitches are allowed.

Stitching is to be even, smooth and straight.

No needle cuts, chews or thread jams are allowed.

No marker holes are to be visible.

Oversews are to be the specified length and remain inconspicuous.

No runoffs or raw edges are allowed.

No loose or hanging threads are allowed.

Stress points are to be securely reinforced.

b. Gluing

Glue type is to be appropriate for product.

No smears, drips or exposed glue spots are allowed.

No bumps or ridges caused by uneven glue application are to be present.

c. Stapling

Staple size and type are to conform to specifications or approved sample.

Staples are to be smooth, even and secure.

4. Performance

All functioning parts shall be in working order.

All functioning parts shall operate smoothly and without difficulty.

All parts shall be of the size, width, number and position as specified.

All parts shall function as intended and as per approved top-of-production sample.

Product and parts life shall perform as expected.

Product should retain appearance and performance when cared for according to care labeling.

Any special performance features, such as waterproof and water resistant finishes, shall be tested and VENDOR verified.

Finished products shall have no defects that affect aesthetics or functionality.

5. Product Labeling


All required information is to be included on the label: Stock Keeping Unit Number (SKU) Product Number Description Color Size

No misspelled words are to be present.

No handwritten information is to be on labels.

Labels are to be placed according to specified location or as on approved top-of-production sample.

Wording on entire label must be visible and able to be read. 6. Packaging

No torn or dirty packaging materials.

No loose or missing tape, binding, wraps, etc.

No loose or unprotected parts in package.

No manufacturer promotion or survey or brochure of other products, etc. may be included in packaging.

C. SPECIFIC GUIDELINES - APPAREL 1. General These guidelines include, but are not limited to, the following:

Color, fiber content, fabric and garment construction, and all parts, findings and features, are exactly as approved.

No odors.

All units of Purchase Order are consistent in quality of fabric, construction, and features.

2. Fabrics

No fabric defects, including: holes, stains, weak spots, mispicks, knots, slubs, soil, or other flaws.

No streaking, fade lines, or foreign matter, unless characteristic of fabric type.

No large or long slubs (inherent in some natural fabrics) to be found in front of garment, which detracts from garment appearance.

No uneven print repeats, off-register prints, off-grain prints, or inconsistent print repeats.

3. Color

Production colors must match approved lab dip or approved photo sample color.

All garment components are from the same dye lot.

4. Construction


a. Stitching

Stitch length must be consistent throughout garment.

Stitch tension is balanced, so there are no puckers or thread loops.

No broken or skipped stitches.

Top stitching is consistently even and parallel from edge or from another line of topstitch.

No needle cuts, chews, or thread jams.

Back-tacks at garment stress points.

No conspicuous, overlapped stop-and-start stitching.

No hand repairs or darning.

b. Thread

Thread color matches or complements ground color for all seams and topstitching unless another color is pre-approved.

Thread color is consistent throughout garment.

No monofilament thread on any part of garment or labels.

Thread tails should be clipped and removed from garment.

c. Seams

Seam must be straight: no wavering, curling, puckering, or pleating.

Seam edge is finished by taping, no open unstitched seams.

No seam grin due to loose tension or too large stitches.

No extraneous part of garment caught in seam.

Shoulder seams on knits reinforced.

d. Buttons and Buttonholes

One (1) extra button of each button size on garment to be included with garment.

Buttonholes spaced evenly, and correctly aligned to buttons

Thread matches ground color unless another color pre-approved.

Buttonholes completely surrounded by buttonhole stitches, ends reinforced.

No clipped buttonhole stitches.

Buttonholes reinforced with interfacing.

Loose fabric yarns and buttonhole threads neatly trimmed.

Aligned with fabric grain, crosswise or lengthwise as predetermined. e. Hems

Hem is sewn after main seam (side, leg and sleeve) unless seam has slits.

Sewn securely without puckering; no loose or skipped stitches.

Should not rope.

Hang evenly and straight.

Width is consistent throughout garment.

f. Collars

Collar points/curves are uniform in size and shape.

Under-collar does not roll to outside.

Collar band fits smoothly to neck opening without excessive fullness or tucks in seams.

Even stripes, plaids or patterns match on both collar points.


Collar seam is enclosed within facing or binding.

g. Plackets

Top and bottom plackets should be equal when buttoned.

Inside edge of placket is clean-finished, serged or bound.

Placket width should be consistently even.

h. Linings

Color and content pre-approved.

Must withstand recommended garment care.

Seams securely stitched and reinforced at stress points.

Must hang straight in the garment without pulling or excessive puckering.

Lining and shell fabric have similar shrinkage rates within acceptable tolerance.

Opaque to prevent show-through of construction details.

Jacket lining is tacked at underarm seams.

5. Care and Content Labels

Care label is permanently affixed at a conspicuous place on garment and legible throughout useful life of the product.

Labels are required to be written in Spanish. Additionally, international languages and American Society for Testing and Materials (ASTM) symbols may be used.

Identification of fiber by generic name and percentages and by weight of each constituent fiber must be listed in descending order of predominance. Fibers of less than five percent should be disclosed as “other fiber(s)”. Exception: Wool or recycled wool must always be disclosed by name and percentage weight, even if it is less than five percent of the product.

a. Care Label Ruling

Instructions are required for regular care under ordinary use of product.

Care instructions must include the following: Method of washing and temperature. Method of drying and temperature. Bleaching – type of bleach or “no bleach” (need tests to support statement on

bleach care). Ironing and temperature if needed. Warnings – if any part of care procedure would damage product or others

cleaned with it, then the label must contain a warning. Dry cleaning – if product warrants this care, due to damage of garment if

washed. When using the statement “Dry-Clean Only” – testing is required to support this

care.

b. Country of Origin

Products are required to show country of origin: Imported products must identify the country where they were manufactured.


Products made in Panama with Panamanian materials must be labeled “Made in Panama”

Products manufactured in part in Panama and in part abroad must identify both aspects.

Products made in Panama of imported materials must be labeled to show manufacturing that takes place in Panama, as well as the imported components. Example: “Made in Sri Lanka, finished in Panama”

Products made in Panama with imported materials must identify this, but label does not have to include country of origin of imported materials. Example: “Made in Panama with imported fabric”.

c. Label Placement

In a garment with a neck, a label disclosing the country of origin must be visible.

On garments without a neck, required information must appear on conspicuous and readily accessible label(s) on the inside or outside of the product.


Attachment N°4 - Products on Consignment

A. Consignment of Products:

The ACP will be entitled to assign the VENDOR consigned products, as indicated in Section 5.4 Products on Consignment of this document. These products can be related, but are not limited to, special events of the Canal operations such as: the centennial, an anniversary, historical events, and environmental themes, among others.

B. Category of Products:

These products are categorized as follows:

1. Collection items, scale models and limited edition: this category includes replicas

of original pieces from different periods of the Canal’s history. These products can be, but are not limited to, scale replicas of the Canal’s infrastructure such as: tugboats, locomotives, lighthouses, and control houses, among others.

2. Articles derived from original pieces of the Canal (memorabilia): this category includes items made with residual material from Canal operations. These products can be made, but are not limited to, a re-purposed material program that uses stones/rocks, wire, cement, bumpers, rope, metal pieces, rivets and concrete blocks, among others.

3. Promotional items and traditional Panamanian handcrafts: this category includes

items that pertain to the demand of the market for general information of the Canal. These products can be, but are not limited to, items such as: videos, postcards, books, magazines, paintings, pictures, bonds and hats, among others.

4. Souvenir items: this category includes commemorative merchandise associated with

the experience of visiting the Canal. These products can be, but are not limited to, items such as; t-shirts, polo shirts, shirts, sweatshirts, caps, bags, ties, jackets, key chains, mugs, photo frames, towels, toys, tumblers, pens, and stationary, among others.


Attachment N°5 - Quality Standard for Store Operation Guidelines

A. Operation Hours:

All stores will operate 365 days a year including national holidays and weekends. In case the store must be closed for maintenance or any other operational purposes, the VENDOR must submit the request 24 hours before the stipulated date for ACP to review and provide a written approval or disapproval. The store operation hours must be the same schedule of the Center’s operation schedule where the Store is located. In the event the ACP has need of the Store to be opened after hours, the request will be submitted 24 hours before the stipulated date for the VENDOR to be prepared on the specified schedule. ACP has the authority to extend or modify the operating schedule of the Visitors Centers and will request the VENDOR, with 60 days in advance, to adjust stores operating schedules.

B. Employee Profile:

The VENDOR must instill in the employees the importance of customer service. Therefore, employees must be bilingual (Spanish and English) in order to guarantee good customer service. They must have experience in the communications field to be able to project and maintain a positive image of the Panama Canal’s operation. For this purpose, the ACP will provide regular training courses regarding the history, organization and maintenance of the Canal in order for the employees to be able to offer updated information of the most relevant activities associated to the development of the Canal with all visitors who inquire.

Employees must wear uniforms at all times while working in the premises of the store. This uniform will be submitted for ACP’s written approval prior to the initiation of operations in the Store.

C. Daily Housekeeping Check List: 1. Entrance doors should be cleaned. 2. Display windows should be checked to ensure they are neat and clean. 3. Fixture bases should be dusted. 4. Inspect fixtures to make sure they are in good condition. 5. All glass surfaces should be cleaned every day. 6. Glass shelves and tops of display should be cleaned. 7. Floors should be swept. Trash must be removed at all times while the Store is

open. 8. All signs should be kept in good condition; clean and fresh looking, no tears or folds and no handwritten signs.


Attachment N° 6 - Remodeling of ACP Property

The VENDOR may not modify or remodel ACP property without prior written consent. Any remodeling or modification which has been authorized by ACP should comply with the clauses included in Resolution No. 139-2000, dated August 8, 2000, of the Republic of Panama, Ministry of Housing, and shall meet the following requirements: In general, most remodeling work is authorized as long as it does not alter the design or the integrity of the structure and facades. Requests to remodel or modify should be in directed to ACP in writing and shall include the following documents: a. Signed Certification by the professional responsible for the remodeling. b. Five (5) sets of printed drawings and digital information (drawings, elevations, sections, and construction details) with all changes or renovations to the building. c. Description of materials to be used. VENDOR must document all related work, descriptions, calculations and specifications. The descriptions will be presented via color photographs showing various parts of the building to be remodeled. Once VENDOR has completed and presented all documents, and remodeling plans are approved by ACP, then VENDOR may initiate work performance. Prior to commencement of work, VENDOR must inspect the condition of the spaces, infrastructure and external structure, including, but are not limited to, walls, floors, plumbing, electricity, etc. VENDOR or contractor performing the work will inspect or audit those sites which may be considered hazardous as frequently as needed to ensure work conditions are safe and that workers comply with appropriate safety regulations. Before initiating any remodeling work, VENDOR or the contractor hired to perform the work should review the drawings to establish differences between the work being performed and actual conditions of the area. Contractor must also identify the location of any equipment, accessories, pipes, drains, and the type of surface to protect them from damage. Interior renovations should be requested to ACP in advance, and may be allowed if they do not alter the design or the integrity of the structure. VENDOR must ensure that the contractor meets the following requirements: a. Preservation of walls, railings, cornices, columns, windows, and details like colors and surface

finishes. b. Repair, stabilization and preservation of fragile items so that they are physically and visually

compatible with the identifiable historic period, research for further inspection. c. Install air conditioning units in the same position from which they were removed, which must

be previously approved by the ACP for replacement.

ACP endeavors to preserve the external appearance of existing buildings, defined by the type of materials used in the building's exterior. The ACP may authorize the modification of the facade, when deemed essential.


In carrying out work on the property, the VENDOR must ensure that the contractor performing the work meets the following requirements: a. Identify, maintain and preserve the functional and decorative elements, such as: frames, sills,

glossy surfaces, beams and decorative moldings. b. The design must not alter the shape, or size of walls, windows and roofs. c. If work on the roof has been approved, the contractor shall identify, maintain and preserve the

shape of the roof, ridge, decorative elements such as cupolas and materials such as wood, clay tile, metal, as well as the size, color and decorative pattern.

d. Provide suitable anchor material to protect the roof against wind damage. e. All new wiring must be channeled underground, any lying of overhead wiring or wiring attached

to the facades is expressly prohibited. Television antennas and similar devices will be placed in locations that do not harm the city’s image.

f. Exterior construction or on the grounds outside the buildings, is not permitted unless expressly authorized by the ACP.

g. If it becomes necessary to replace any existing palm trees, this will be done with one of the same species, of a height of no less than three meters, thus avoiding changing the landscaping.

Materials: The materials used in the renovations, and the color of the paint used on the facades of buildings, should be the same or similar to those used as ACP standard. Safety: The VENDOR must ensure that contractors meet the following safety requirements: a. Provide personnel performing the remodeling, with the safety equipment necessary to protect

them against risk or injury. b. Protect the property from damage. Should the structure be placed at risk because of the

remodeling work, the contractor must immediately stop operations and report the findings to the ACP. The contractor must submit, for ACP review and approval, the measures that will be taken to restore the safety of the property. If approved by ACP, the contractor may resume the work.

c. Remove all kinds of scrap, waste and garbage in and around the work area, preventing fire damage to property or injury to workers.

d. Have adequate space outside of buildings, the location of which shall be approved by the ACP, to store flammable materials and paints, depositing them in covered metal containers. Fire extinguishers must be on location wherever oxyfuel and arc welding are performed.

Upon completion of the construction or remodeling, VENDOR must submit five (5) sets of "as built" drawings that show the status of the final work (plant architectural facades cut construction details.)


Attachment N° 7 - Standard for Electrical Installations at the Panama Canal Authority (ACP) Properties When performing electrical installations in ACP buildings or properties, always meet:

• NEC and NFPA provisions. • ACP Safety Standards for Electrical Installations • Notes or specifications described in the plans approved by the ACP • The application of common use practices implemented by ACP, and the design and execution of all types of electrical installations

Common practices for ACP electrical installations • Any equipment or materials used must comply with UL. • The window air conditioners must use combination outlets (20 amp. 110/220 VAC). • Split type air conditioners, must have a main disconnect feature, which will ensure that the

system may be turned off from outside of the building. • Dedicated panels should be installed in facilities where a significant amount of computers will

be used. • The dedicated outlets for computers must be 20 amp isolated ground. Rigid pipe EMT (tubing

/ intermediate) or approved metal moldings for electrical (Wire mold metal type) may only be used in exposed or recessed areas. Only PVC # 80 gauge pipes are allowed for use in underground installations (18"-24") or in areas exposed to salt spray and which are far from possible impacts.

• PVC trim should run the bare wire to ground in installations with metal molding. • Electrical installations in areas exposed to the weather must be made with suitable materials

and attachments (rigid tubing, or liquid tight PVC # 80). The use of TMS (tubing / intermediate) or PVC below the above described gauge is not allowed.

• Equipment boxes, switches used in installations which are exposed to the elements must be designed and classified for this use (NEMA 3R or higher). Equipment integrity must be preserved.

• Electrical outlets installed in areas such as bathroom, kitchen, outdoors, water fountains must be protected by a GFCI system.

• Electrical boxes, lamps, panels and other materials to be used should not have perforations or openings that compromise the integrity of the equipment.

• All material used in ACP installations must be new and have no signs of corrosion, shock, or abuse.

• Proper mechanical performance of electrical work throughout the facility must be maintained. • Maintain an appropriate mechanical connection along the entire electrical installation. For

each particular case, appropriate endings and connectors must be used. • The integrity of the "ground" and "bonding" throughout the installation should be maintained

at all times. • The minimum conductor size allowed is 12 AWG. • The wiring inside each box or electrical panel must be distributed in an orderly manner. The

wires should be long enough to be ordered and not tense. • When wiring an electrical installation the corresponding color code must always be kept. • Under no circumstances should electrical wires be exposed to the naked eye or through block

or concrete walls. The wires should always be properly protected.


• All electrical panels must be properly identified on the outside indicating:

1. Nomenclature panel. 2. Voltage. 3. Power Class

• All distribution panels should also clearly identify the directory location of the load on each circuit. Distribution panels and lamps should not be used as pull boxes.


Attachment N°8 - Store Design Criteria

The VENDOR must comply with the following guidelines:

1. Merchandise Display: 1. The merchandise must be presented in an environment that provides a positive

shopping experience. 2. Related merchandise should be grouped together. 3. Merchandise can be effectively displayed on a variety of fixtures such as gondolas,

tables, cubes, mannequins, waterfalls and other racks, display cases, and manufacturer point-of-purchase displays.

4. Inventory levels must be kept in a way that it projects the feeling of abundance. Shoppers should never see empty or crowded shelves, bins or pegs. The selling message might be lost and appear aesthetically offensive to the viewer.

5. All merchandise in stock should be presented on the sales floor. 6. All merchandise should be priced or tagged.

2. Sales Area:

1. The theme and image presented on the exterior must be carried throughout the interior of the store to provide consistency for the customer.

2. Entrances should be well lit and face the main traffic flow; also should not be obstructed or hidden.

3. The main doors should have the capability of being latched so that they do not impede the flow of customers.

4. All trade fixtures shall be of durable quality and finish consistent with anticipated heavy duty public use.

5. Floor patterns should be independent of sales gondola patterns.

3. Cash Register Station: 1. Computers should not block the view clients have of the people behind the

register. 2. The countertop should have enough surface area for purchases, gift-wrapping and

customer belongings. 3. The station must be free of food, drink, stray merchandise, trash, taped notes and

cards, hangers and miscellaneous clutter. It must be swept, cleaned and dusted daily.

4. Avoid making it a collecting area of unauthorized collateral. 5. Anti-fatigue mats should be placed behind the sales counters where carpet is not

used. Mats should be extended the entire length of the sales counter. 6. A phone is required at each cash register.

4. Signage: 1. Locate signs at eye level for greater impact. 2. Do not use handwritten or altered signs. 3. Signs should only be displayed in a proper sign holder. 4. Sign holders should be kept clean. 5. Do not “add on” to a printed sign.


5. Graphics: 1. Provide entrance marquees facing the direction of primary flow of traffic. 2. Provide signage to limit backstage access. 3. The entrance sign must be under the name of “Canal de Panamá”.


Attachment N°9 - FORM OF JOINT AND SEVERAL GUARANTEE IN CASE OF

CONSORTIUM

Dated [ ] [20___]

JOINT AND SEVERAL GUARANTEE IN RESPECT TO THE CONCESSION (LEASE) CONTRACT FOR THE OPERATION OF “CANAL DE PANAMÁ STORES” AND A NON-

EXCLUSIVE LICENSE TO USE SOME TRADEMARKS. THIS GUARANTEE is dated [ ] and made between:

(1) a company incorporated in [ ] and made between: (2) a company incorporated in [ ] and made between: (3) a company incorporated in [ ] and made between: (4) a company incorporated in [Member company details] [ address] (5) a company incorporated in [Member company details] [ address (6) [ADD FOR EACH MEMBER] (each, a "Guarantor" and, collectively, the "Guarantors"); and

AUTORIDAD DEL CANAL DE PANAMÁ an autonomous entity of the Panamanian Government established under Title XIV of the Panamanian National Constitution whose principal place of business is at Edificio de la Administración, Altos de Balboa, Balboa, Republic of Panamá (which term shall include permitted assigns) ("Employer"). BACKGROUND:

(A) The Guarantors (including or [Name of Lead Member], as Lead Member) and the Employer have entered into a contract, on a joint and several basis, to operate the Employer “CANAL DE PANAMÁ STORES” under a concession (lease) agreement and a non- exclusive license to use some trademarks dated [[N (as amended, modified or supplemented, "Contract"), agreed and undertook the appraisal services ("Works").

(B) Pursuant to “Part I Instructions, Proposal, Consortium” of the Bidding documents under tender No. _____, the Guarantors have team up through a ___________ [Consortium, association, etc.] in order to develop the Works under this Contract with the name of [ur [Name of Contractor Project Company], who shall, subject to the terms of this Contract, become this Contractor thereunder (such Contractor Project Company, the " Contractor").

(C) The Guarantors are the Shareholders in and collectively own directly one hundred percent (100%) of the Share Capital of the Contractor.

(D) The Guarantors are obligated, pursuant to “Part I Instructions, Proposal, Consortium” of the Bidding documents under tender No. _____, to execute and deliver this Guarantee to the Employer.

(E) The Guarantors have, jointly and severally, agreed to guarantee the obligations of the Contractor as the Contractor under this Contract on the terms set out in this Guarantee.


1. GUARANTEE AND INDEMNITY 1.1 Each of the Guarantors, jointly and severally: (a) as primary obligor and not as surety, unconditionally, jointly and severally guarantees to the Employer the due and punctual performance by the Contractor of each and all the obligations, warranties, duties and undertakings of the Contractor under and pursuant to this Contract according to the terms of this Contract; and (b) if the Contractor is in breach of any of its obligations, warranties, duties and undertakings as set out in sub-paragraph (a), shall upon demand by the Employer from time to time, forthwith perform the obligations, warranties, duties and undertakings of which the Contractor is in breach in the same manner that the Contractor is required to perform such obligations, warranties, duties and undertakings according to the terms of this Contract. 1.2 Each of the Guarantors, jointly and severally, unconditionally agrees, as a separate and distinct obligation to its obligations set out in paragraph 1.1, to indemnify on demand the Employer against all losses, damages, costs and expenses which the Employer may suffer or incur arising out of or in any way in connection with (a) any breach by this Contractor of any of its obligations, warranties, duties and undertakings under this Contract, or (b) any proceedings taken by the Employer for the enforcement of any claim under this Guarantee or this Contract. 2. PROTECTIVE CLAUSES 2.1 This Guarantee cannot be revoked without the prior written consent of the Employer, and none of the Guarantors shall in any way be released or discharged or otherwise absolved of liability hereunder by reason of, and each of the Guarantors hereby waives notice of, any of the following:

(a) any suspension of the Works (as defined in this Contract) or variation to or amendment of the Works or this Contract;

(b) any extension of time for performance by the Contractor under this Contract;

(c) any adjustment to the amounts payable to the Contractor under this Contract;

(d) the termination of the Contractor's right to complete this Contract, or this Contract;

(e) any forbearance, variation or waiver of any right or remedy the Employer may have against the Contractor or any Member or negligence by the Employer in enforcing any right or remedy afforded under this Contract or granting of time, indulgence or concession;

(f) any bond, security, insurance, surety or guarantee (other than this Guarantee) held or obtained by the Employer, including any actions taken pursuant to such instruments, in respect of the obligations of the Contractor or any Member under this Contract, or any release or waiver thereof;

(g) any act or omission of the Contractor or any Member pursuant to any other arrangement with the Guarantor, any change in the relationship between the Guarantor and the Contractor and/or any Member or dispute or disagreement between them under or in relation to this Contract or otherwise;

(h) any change in status or constitution of the Contractor, any Member, the Guarantor or the Employer;

(i) the issuance of the Performance Certificate (as defined in this Contract) or any other certificate under this Contract;

(j) any breach of this Contract by or other default of the Employer;


(k) this Contract or any provision thereof being or becoming illegal, invalid, void, voidable or unenforceable including (without limitation) any liquidated damages under this Contract;

(l) the Dissolution (as defined in paragraph 8.4) of the Contractor, any Member, or the Guarantor;

(m) the taking over of this Contract by any other guarantor, surety or any other person;

(n) the Employer's step-in rights under any Subcontractor warranty; and/or

(o) any other matter or thing which may otherwise create a defense, whether legal or equitable, whereby the obligations of the Guarantor hereunder might be discharged or affected.

2.2 Each of the Guarantors authorizes the Contractor and the Employer to make any addendum, variation or amendment to this Contract or the Works without reference to it or any other Guarantor, and agrees that this Guarantee shall apply to such addendum, variation or amendment. 2.3 The obligations of each of the Guarantors hereunder are primary and not by way of surety and none of the Guarantors shall be entitled as against the Employer to any right of set off or counterclaim whatsoever and howsoever arising. The Employer shall not be obliged to take any action in any court or arbitral proceedings against the Contractor or any Member, to make any claim against or any demand of the Contractor or any Member, to enforce any bond, security, insurance, surety or guarantee (other than this Guarantee) held by it in respect of the obligations of the Contractor under this Contract or to exercise levy or enforce any distress, diligence or other process of execution against the Contractor or any Member. In the event that the Employer brings proceedings (including any counterclaims) against the Contractor each of the Guarantors will be bound absolutely by any findings of fact, interim or final award or judgment made by an arbitrator or arbitrators or court in such proceedings or counterclaims or any decision of the DAB where such decision has become final and binding under this Contract. 2.4 Each of the Guarantor's obligations under this Guarantee are continuing and accordingly shall remain in full force and effect (notwithstanding any intermediate satisfaction by the Contractor, any Member, any of the Guarantors or any other person) until all obligations, warranties, duties and undertakings now or hereafter to be carried out or performed by the Contractor under this Contract shall have been satisfied or performed in full and is not revocable and is in addition to and not in substitution for and shall not merge with, otherwise prejudice or affect or be prejudiced by any other right, remedy, guarantee, indemnity, insurance, surety or security which the Employer may at any time hold for the performance of such obligations and may be enforced without first having recourse to any such right, remedy, guarantee, indemnity or security. Accordingly this Guarantee may be enforced notwithstanding the existence of all or any of the same and also notwithstanding the Employer at any time, releasing or abstaining from perfecting or enforcing or otherwise dealing or omitting to deal with all or any of the same. 2.5 None of the Guarantors shall have any greater liability to the Employer under the Guarantee than such Guarantor would have had to the Employer had such Guarantor been an original party to this Contract in place of the Contractor; provided that this paragraph 2.5 shall not limit or otherwise modify any of the Guarantors’ liability to the Employer under paragraph 1.2 (b).


3. PAYMENTS 3.1 In relation to a demand under paragraph 1.1 (b) where the relevant obligation, warranty, undertaking or duty is to pay a sum of money or a demand under any other provision of this Guarantee, the Guarantors shall have fourteen (14) days from the date of demand to make payment in full to the Employer. The Guarantors shall pay interest on any amount due under this Guarantee from the date of demand to the date of full payment (as well as before any judgment) calculated on a daily basis at the rate of two (2) percent per annum in excess of LIBOR (as defined in clause 3.2), or the highest rate allowed by law, whichever is less. 3.2 Determinations of interest rate and amounts under this Guarantee shall be made by the Employer, which determinations shall be conclusive and binding hereunder in the absence of manifest error. For purposes of this Guarantee, “LIBOR” shall mean a rate per annum (calculated on the basis of a 360 day year and actual days elapsed) equal to (a) the average (rounded upwards, if necessary, to the nearest 1/16 of 1%) of the offered rates which appear on the Telerate Page 3750 (or any replacement page), British Bankers Association Interest Settlement Rates (or such other generally accepted system for the purpose of displaying rates of leading reference banks in the London interbank market, as designated by the Employer) as of 11:00 A.M. (London time) for deposits in U.S. dollars for a period equal to the relevant period for calculation of interest hereunder on the day two Business Days prior to the first day of such period, or (b) if fewer than two such offered rates appear which are relevant to the applicable period, the average (rounded upwards, if necessary, to the nearest 1/16 of 1%) of the rates at which the Employer in its reasonable discretion shall determine at approximately 11:00 A.M. (London time) on the day that is two Business Days preceding such period are the applicable rates offered for US Dollar deposits by at least two prime banks in the London interbank market for a period comparable to such period. 3.3 If at any time any applicable law, regulation or regulatory requirement or any governmental authority requires any of the Guarantors to make any deduction or withholding in respect of taxes or other governmental levies or duties from any payment due under this Guarantee, the sum due from the Guarantors in respect of such payment shall be increased to the extent necessary to ensure that after the making of such deduction or withholding, the Employer receives on the due date for such payment net sum equal to the sum which it would have received had no such deduction or withholding been required to be made and the Guarantors, jointly and severally, shall on demand indemnify the Employer against any losses or costs which it has incurred by reason of failure by any of the Guarantors to make any such deduction or withholding or by reason of any increased payment not being made on the due date for such payment. Each of the Guarantors shall promptly deliver to the Employer any receipts certificates or other proof evidencing the amounts (if any) paid or payable in respect of any deduction or withholding as aforesaid. 4. REPRESENTATIONS AND WARRANTIES 4.1. (a) Until all obligations, warranties, duties and undertakings now or hereafter to be

carried out or performed by the Contractor under this Contract shall have been satisfied or performed in full, none of the Guarantors shall as result of this Guarantee or any payment or performance under this Guarantee be subrogated to any right or security of the Employer or claim or prove in competition with the Employer against the Contractor, any Member or any other person or demand or accept repayment of


any monies from the Contractor or claim any right of contribution, set-off or indemnity from the Contractor or any Member and any sums received by any of the Guarantors or the amount of any setoff exercised by any of the Guarantors in breach of this provision shall be held by such Guarantor in trust for and shall be promptly paid to the Employer.

(b) None of the Guarantors shall hold any security from the Contractor in respect of this Guarantee and any such security which is held in breach of this provision shall be held by the Guarantor in trust for and shall promptly be transferred to the Employer.

(c) Until all obligations, warranties, duties and undertakings now or hereafter to be carried out or performed by the Contractor under this Contract shall have been satisfied or performed in full, if (notwithstanding the provisions of sub-paragraphs 4.1 (a) and 4.1 (b), any of the Guarantors has any rights of subrogation against the Contractor or any rights to prove in a Dissolution (as defined in paragraph 8.4) of the Contractor, such Guarantor agrees to exercise such rights in accordance with the directions of the Employer.

5. REPRESENTATIONS AND WARRANTIES 5.1 (a) Each of the Guarantors warrants and undertakes that it is duly incorporated and

validly existing under the laws of its respective jurisdiction of incorporation or formation, as the case may be, and that this Guarantee is its legally binding obligation, enforceable in accordance with its terms, and that all necessary governmental and other consents and authorizations for the giving, validity, enforceability and implementation of this Guarantee and the transactions contemplated by it have been obtained and are in full force and effect.

(b) Each of the Guarantors warrants and undertakes to the Employer that it shall take all necessary action directly or indirectly to perform the obligations expressed to be assumed by it or contemplated by this Guarantee and to implement the provisions of this Guarantee.

(c) Each of the Guarantors warrants and undertakes to the Employer that it has not entered into this Guarantee in reliance upon, nor was it induced to enter into this Guarantee by any representation, warranty or undertaking made by or on behalf of the Employer (whether express or implied and whether pursuant to statute or otherwise).

6. ASSIGNMENT 6.1 No party hereto shall assign any or all of its right, title and interest in and to this Guarantee without, in the case of any assignment by the Employer, the Lead Member’s, or, in the case of any assignment by any of the Guarantors, the Employer’s, prior written consent. 7. NOTICES 7.1 All documents and notices arising out of or in connection with this Guarantee shall be served upon each of the Guarantor at the address specified in the Schedule attached hereto. 7.2 Any Guarantor may change its nominated address for service of documents or notices to another address in the same country as the address stated herein but only by prior written notice to the Employer. All documents and notices served by the Employer shall be in writing and in English.


8. MISCELLANEOUS 8.1 The Employer’s rights under this Guarantee are cumulative and are in addition to and not in substitution for any rights provided by law or this Contract or any other guarantee, surety, bond, insurance or security that the Employer may have or hold in relation to this Contract, and the Employer may exercise its rights under this Guarantee from time to time without first having recourse to any such right, guarantee, surety, bond, insurance or security. 8.2 Any waiver by the Employer of the terms of this Guarantee or any consent or approval given by the Employer shall only be effective if given in writing and then only for the purpose and upon the terms and conditions if any on which it is given. 8.3 If at any time any one or more of the provisions of this Guarantee is or becomes illegal, invalid or otherwise unenforceable in any respect, such provision or provisions will be ineffective to the extent only of such illegality, invalidity or unenforceability and such illegality, invalidity or unenforceability will not invalidate any other provision of this Guarantee. 8.4 In this Guarantee "Dissolution" of a person includes the bankruptcy, insolvency, liquidation, amalgamation, reconstruction, reorganization, administration, administrative or other receivership or dissolution of that person, and any equivalent or analogous proceedings by whatever name known and in whatever jurisdiction, and any step taken (including, without limitation, the presentation of a petition or the passing of a resolution) for or with a view to any of the foregoing. 8.5 Where applicable, words and expressions used in this Guarantee shall have the meaning assigned to them in this Contract, as the case may be. The singular will include the plural and vice versa unless the context otherwise clearly requires. All references to this Contract shall be deemed to include any amendment, variation or supplemental agreement thereto. Headings are inserted for convenience only and are to be ignored for the purposes of construction. For the avoidance of doubt, all references to the Contractor shall be deemed to mean the Contractor from and after the date of assignment of this Contract. 8.6 This Guarantee constitutes the entire agreement between the Employer and each of the Guarantors, and it may not be modified except by written agreement of the Employer and each of the Guarantors. 8.7 Nothing herein shall prejudice the rights (including any step-in rights) of the Employer under any subcontractor warranty. 9. DISPUTE RESOLUTION 9.1 This Guarantee shall be governed by and construed in accordance with the Panama Canal Authority regulations and supplemented by the laws of the Republic of Panama.


10. EXECUTION In Witness whereof the parties hereto have caused this Guarantee to be executed the day and year before written by their duly authorized representatives. SIGNED by: SIGNED for and on behalf of the Guarantor:

SIGNED by: Name: Name: Position: Position: Address: Address: Date: Date: for and on behalf of the Employer in the for and on behalf of the Guarantors and for presence of and on behalf of [insert name of Member], as Guarantor in the presence of Witness: Witness: Name: Name: Address: Address: Date: Date:

SIGNED by: Name: Position: Address: Date: for and on behalf of the Guarantors and for and on behalf of [insert name of Member], as

Guarantor in the presence of

Witness: Name: Address:

Date: Insert such number of execution blocks as required to enable all Members to sign the Guarantee. The Guarantee is to be signed by each Member on its own behalf and on behalf of the [Original Contractor]


Attachment N°10 – Authorized Insurers and bonds forms

1. Authorized Insurers

1 Acerta Compañía de Seguros, S.A.

2 Aliado Seguros, S.A.

3 Aseguradora Ancón, S.A.

4 Aseguradora Del Istmo, S.A.

5 Aseguradora Global, S.A.

6 ASSA Compañía de Seguros, S.A.

7 Assicurazioni Generali, S.p.A.

8 Banesco Seguros, S.A.

9 Chubb Seguros Panamá S.A.

10 Cía. Internacional de Seguros, S.A.

11 General de Seguros, S.A.

12 La Floresta de Seguro y Vida, S.A.

13 La Regional de Seguros, S.A.

14 MAPFRE Panamá, S.A.

15 Mercantil de Seguros, S.A.

16 Multibank Seguros, S.A.

17 Óptima Compañía de Seguros, S.A.

18 Sagicor Panama

19 Seguros BBA Corp.

20 Seguros FEDPA, S.A.

21 Seguros Suramericana de Panamá, S.A.

Authorized Insurers, as of December 2017


Form 1525 Bid Bond


Form 1526 Performance Bond


Form 1527 Payment Bond

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