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International public tender to grant the concession for the private operation of a casino and the construction, completion and operation of a luxury hotel in Uruguay, South America

 

Courtesy summary (unofficial) translation

(in case of doubts please refer to Spanish documents)

 

 

ADMINISTRATIVE SPECIFICATIONS (PCA)

 

Chapter I. GENERAL PROVISIONS

 

1.    THE SUBJECT OF THE INVITATION TO TENDER

The Executive Branch calls for an international public tender to grant the concession for the private exploitation of gambling in a Casino, subject to the construction, completion and operation of a luxury hotel, within the Department of Maldonado, in Uruguay.

2.    GEOGRAPHICAL LOCATION

Offers must refer exclusively to properties located within the following geographical limits:

Point 1: Western end of Laguna Garzón Long Arm South-eastern

Point 2: end of Punta José Ignacio

Point 3: South end of the Way between Route 93 and Potrero inlet on the coast.

Point 4: Intersection of Route No. 93 with Road to Potrero Cove

Point 5:  Intersection of Route No. 9 with Route No. 93

Point 6:  Ruta Nº 9, Paso de la Arena, sewer over Aº Anastasio

 

3.    MINIMUM INVESTMENT

The total amount to be invested in the construction and furnishing of the luxury hotel must be equal to or greater than US$ 160:000,000 (one hundred and sixty million US dollars), without considering the value of the land on which the investment is made.

 

4.    CANNON

In consideration, the offeror undertakes to pay, if awarded, an annual fee consisting of a percentage of the gross income of the Casino with a minimum annual amount.

The percentage of the gross income of the Casino obtained during the respective year is fixed at 7.20% from the first year of the concession (established in clause 6 of Chapter I of this Folder) until 2026 inclusive and at 7.95% from 2027 until the end of the concession, as summarized in Table 1 below.

The minimum annual amount to be paid is set at US$ 7:800,000 (seven million eight hundred thousand US dollars) for the year 2020 and is increased annually at the rate of US$ 100,000 (one hundred thousand US dollars) up to and including 2026, as set out in Table 1 below.

Finally, the minimum annual amount to be paid for the entire period between the year 2027 inclusive and the end of the concession shall be a single fixed annual value to be proposed by the bidder as part of its Economic Offering (as established in clause 6 of Chapter II of this Folder, Envelope No. 2: "ECONOMIC OFFER", literal A), and shall be equivalent to or greater than US$ 8:400,000 (eight million four hundred thousand United States dollars), as indicated in the following Table.

 

Table 1. CANON

 

Year

of the gross income of the Casino obtained during the respective year

Annual minimum in U.S. dollars (US$)

2020

7,20%

7.800.000

2021

7,20%

7.900.000

2022

7,20%

8.000.000

2023

7,20%

8.100.000

2024

7,20%

8.200.000

2025

7,20%

8.300.000

2026

7,20%

8.400.000

From 2027 until the end of the Casino award:

7,95%

Value to be offered by the successful bidder, always equivalent or superior to

US$ 8,400,000


1 Keep in mind that the amount to be paid will depend on the year in which the concession's exploitation activities begin. Therefore, it may happen that any of the amounts set out in this Table will never be applied.


 

For the purposes of gross receipts, the difference between profits and losses of gambling, after deduction of promotional actions strictly linked to the gaming event itself, before deduction of expenses, is interpreted as such. Promotional actions" are those practices carried out by the Casino to promote the game, by virtue of which the Casino delivers or acknowledges to the players certain values that enable the game, which although they are counted as income when used by customers, do not represent for the Casino the perception of money. Non-negotiable chips, match play, happy chips, cash back promotion, tickets with delivered value will be accepted as promotional actions for the purposes of the afore mentioned gross income deductions.

promotional, promotional ticket, promotional credits, progressive booking.

 

5.    ELIGIBLE BIDDERS

 

Bidders may be natural or legal persons incorporated in the country or foreigners with a representative in the country who, having acquired this document, comply with the terms defined in it. The presentation of consortia already constituted or to be constituted will be admitted, in which case a letter of intent must be accompanied by signatures certified by a notary public. The offeror must certify that he is the owner of the property on whose land the construction of the real estate object of the call is to be carried out.

 

6.    DEADLINE

The concession of the exploitation of the games of chance in the Casino will be granted for a term of 20 years counted from the total completion of the works and putting into operation of the Hotel and the Casino.

 

During the term of the contract the destination given to the constructions carried out in compliance with the object of this tender may not be changed.


Chapter II. PROCEDURE AND AWARD OF THE CONTRACT

 

1.    ACQUISITION OF PROCUREMENT BASES

 

The terms and conditions of the contract may be consulted free of charge on the website www.comprasestatales.gub.uy  (  direct link to the tender under consideration here:  https://www.comprasestatales.gub.uy/consultas/detalle/id/768005  ) and may be purchased up to the business day prior to the fixed date for the opening of bids at the price of US$ 10,000 (ten thousand United States dollars) through an online procedure. For the purposes of acquiring them, the deposit or transfer voucher must be sent by e-mail to the e-mail box tesorería@mintur.gub.uy

 

Once the payment has been identified, the original sender will be answered by e-mail, and from that moment the buyer will be able to pick up the document at the headquarters of the Ministry of Tourism (Administration Division, Rambla 25 de Agosto de 1825 s/n first floor), in the city of Montevideo.

 

In the event that the acquisition was made by one or more of the members of the offeror, the latter shall identify the other members by e-mail to the same e-mail address at least 72 hours prior to the opening ceremony. This change will be free of charge.

 

2.    ENQUIRIES, CLARIFICATIONS AND AMENDMENTS TO THE BIDDING DOCUMENTS.

All enquiries made by purchasers of the terms and conditions of the contract must be made in writing, in Spanish, in the form detailed below, and sent to consultasalpliego@mintur.gub.uy ,  up to 15 days before the date set for the receipt of bids. To this end, the purchaser of the document will register a single electronic address from which it will make inquiries.

 

Enquiries and clarifications should be sent in editable format and should be grouped according to the following thematic areas:

 

a.    Topic Area No. 1, Administrative Conditions - Legal

b.    Topic Area No. 2, Economic and Financial Conditions


c.    Topic Area Nº 3, Hotel

d.    Topic Area No. 4, Casino

 

Enquiries should be brief, clearly worded and unambiguously interpreted, and should, where appropriate, cite the specific clause or text of the contractual terms to which they refer.

 

Responses to such queries, without identifying their source, will be communicated to all and published on http://www.comprasestatales.gub.uy/ , within five working days.

 

The Ministry of Tourism and the Ministry of Economy and Finance (hereinafter referred to as the Ministries) may, for any reason and within 10 days of the deadline for submission of bids, amend the terms of the contract by means of amendments. Amendments due to changes or extensions of time limits shall be communicated and published in the manner provided for above.

 

Only the amendments and notices published on http://www.comprasestatales.gub.uy/ are fully valid for all subsequent purposes. It is the responsibility of the interested parties to access the answers and modifications through this medium.

 

The Executive Power (State) does not incur obligations or assume responsibility of any kind by this call, may reject all proposals, declare the call void, invalidate this procurement procedure at any stage prior to the act of award, without giving rise to any claim or compensation for any concept to interested parties, bidders or third parties.

 

3.    DEADLINES

The periods indicated in the contracting procedure are counted in calendar days, with the exception of those in which it is expressly stated that they are calculated in working days. For this purpose, working days are understood to be those on which the offices of the Ministry of Tourism function.


Time limits shall be counted from the day following the day on which the notification or publication of the act in question takes place and shall expire at the last working moment of the office hours of the respective day. If the term expires on a holiday or non-business day, it shall be extended to the next business day.

 

4.    NOTIFICATIONS

 

The communications and resolutions dictated during the procedure of contracting, will be published in the web page of state purchases (http://www.comprasestatales.gub.uy/). Personal service on the person concerned shall be effected at the electronic address set up for this purpose and shall be deemed to have been effected when it is available in the destination box.

The notifications that must be made accompanied by documents shall be made at the electronic address and shall be recorded in the minutes of the notification and shall be granted a period of three working days, as from the day following the same, in order to withdraw said documents.

The notification shall be deemed to have been made at the time when the interested party withdraws the corresponding copies, actions or file, as the case may be, and the date of such withdrawal shall be recorded in the file.

On the expiry of the period of three working days following the one in which the documents were made available, the notification shall be deemed to have been effected.

 

 

 

 

5.    PREPARATION OF BIDS

 

5.1.       ONE BID PER BIDDER

 

Each bidder may submit only one bid, either alone or as a member of a consortium, group or company. If an offeror submits more than one bid or integrates more than one bid as offeror, all bids that include its integration shall be disqualified.


5.2.       COST OF THE TENDER

 

All costs associated with the preparation and presentation of the bid shall be borne by the bidder, and in no case shall the bidder be entitled to any financial compensation, except as provided in Chapter II, Section 9.3.

 

5.3.       THE CONSTITUTION OF A GUARANTEE OF MAINTENANCE OF THE OFFER

 

The offeror must provide a bid maintenance guarantee in favour of the Ministries by means of one of the following instruments:

 

a)      Guarantee of a Bank established in the Eastern Republic of Uruguay, or of a foreign Bank with a branch or correspondent in Uruguay,

 

b)      Ordinary bonding policy issued by an insurance institution authorized by the Superintendency of Financial Services of the Central Bank of Uruguay,

 

c)       Affectation of public debt in the Eastern Republic of Uruguay Bank, in U.S. dollars to be deposited in custody by the same bank.

 

Documentary warranties may not contain clauses that condition them as to the amount or as to the concept for which they are established, and must expressly indicate the contract or agreement that they guarantee.

 

If the guarantee does not comply with the conditions set out in these specifications, the tender shall be rejected.

 

The guarantee may be included in more than one of the types indicated provided that all of them are constituted in the name of the offeror and are accepted by the Advisory Committee on Adjudications as long as they comply with the established requirements. The bid maintenance guarantee shall amount to US$ 1,000.

1.00.00           (one million US dollars).

 

The bid maintenance guarantee must be lodged for a minimum period of 120 days from the date of submission of the bid.


The bid maintenance guarantee may be enforced:

 

i.                     If the offeror unjustifiably withdraws its proposal before the award; this is understood to be unjustifiable when the withdrawal occurs within periods and/or circumstances not provided for in these solicitation documents.

 

ii.                   If the successful bidder does not comply in time and form with the presentation of the guarantee of faithful performance of the contract, insurance or did not sign the contract.

 

The guarantees not retained shall be returned ex officio by the officials authorized to do so, at the request of the person concerned, subject to a report from the Advisory Commission on Adjudications.

 

Returns of documentary guarantees shall be made directly to the Bank or Insurance Company that issued the document.

 

The successful tenderer's guarantee of maintenance of the tender shall be returned to the tenderer once the tenderer has provided a guarantee of faithful performance of the contract.

 

5.4.       VALIDITY OF TENDERS

 

Offers will be valid for 120 days from the day following the opening date of Envelope No. 1. If the Commission is not issued within this period, the validity of the bid shall be automatically extended by 15 days, unless the offeror notifies its intention to withdraw within 5 days prior to expiration. In such a case, your bid will remain valid until the end of the period indicated in the first term, at the end of which, the bid will expire and the bid maintenance guarantee will be returned without any right to compensation of any kind.

 

During the extension period, the bids are valid and therefore the bidder who wishes to withdraw them will lose his guarantee if he does not comply in due time and form with the notice expressing his will.


5.5.       SUBMISSION OF TENDERS

 

i.     Bids shall be delivered personally by the offeror or by his duly authorized representative at the place, day and time established in this solicitation document for the act of reception and opening of bids.

 

ii.      Tenders must contain on the outside of the envelopes, boxes or packages presented on the cover page, the format and content of which are attached as Annex 1 to this document.

 

Each envelope, box or package will contain the Envelopes:

 

-          No. 1 "Bidder's Background and Comprehensive Proposal" and

-          N° 2 "Economic Offer".

In the event that any of the envelopes is not sealed and identified as provided above, the Ministries shall not assume any responsibility for misplaced, lost, or premature or late opening of bids.

iii.     All the documentation required in this document:

 

a)      It will be presented in original and 2 copies, with foliated pages, and no handwritten document will be accepted, nor with omissions, errors or amendments that do not allow to know clearly the conditions to value the offer. In addition to presenting the information in paper form, the "Integral Proposal" of Envelope No. 1 and Envelope No. 2 "Economic Offer" must be presented in computer support and PDF format, also in original and two copies. In case of discrepancy between the data or information of both supports the one contained in the documentation presented in paper will prevail.

 

b)      It shall be signed by the offeror or its accredited representative to that effect.

 

c)       It must be submitted in Spanish. Public documents issued abroad must have the Hague Apostille fixed in accordance with the provisions of Law No. 18.836 of 15 November 2011 which approves the Convention Suppressing the Requirement of Legalization of Foreign Public Documents signed in The Hague on 5 October 1961.


This shall not apply where public documents have been authorised in the territory of a State which has not signed and approved the Convention in question, in which case they must be authenticated.

Bidders should review the solicitation documentation to understand the details and circumstances that may affect their bid.

The submission of the bid shall signify the unconditional acceptance by the offeror of the terms and conditions of the contract, with no exceptions whatsoever.

 

6.     CONTENT OF THE OFFERS

 

ON N° 1: "ANTECEDENTS OF THE OFFEROR AND INTEGRAL PROPOSAL".

 

Envelope No. 1 shall contain the documentation listed below, which must be presented in four separate folders, duly identified:

 

Document 1: "Identification and commitment of the Offeror".

A.   Guarantee of Maintenance of the Offer, in the conditions established in clause 5.3. of this PCA. Proposals not accompanied by this warranty will be rejected.

B.   Affidavit "Letter of Commitment": the content detailed in Annex 2 signed by the accredited representatives of each of the bidders, with certification of signatures by notary public, shall be declared.

 

C.     Notarial Certificate: a certificate containing the information of all the members of the offeror or a certificate for each one of the members must be presented. The certificate(s) must be issued no more than 30 days before the opening of tenders.

 

In the case of natural persons, identity documents, domicile in Uruguay, telephone, e-mail, and representation, if applicable, must be provided.

In the case of juridical persons, they must prove the existence, validity and representation, indicating:


i.     Date of incorporation and amendments (all with the corresponding approvals, registrations and publications), object, capital and administration, validity, control of compliance with Laws No. 18,930 of July 17, 2012 and No. 19,484 of January 5, 2017 relating to the communication of shareholders and final beneficiaries in the Central Bank of Uruguay. This must be proven by the presentation of notarial testimony of the articles of association or social contract and their amendments, assignments of social quotas with the corresponding approvals, registrations, publications.

ii.     Address in Uruguay, for all purposes of this project, telephone and e-mail.

iii.     In the case of foreign juridical persons with representation in the country, through the establishment of branches or permanent representation they must present the documents accrediting their registration in Uruguay in accordance with the provisions of Law No. 16,060 of September 4, 1989, its concordant, complementary and amending.

iv.     Foreign legal entities without representation in the country must present the documents that accredit their constitution, validity and representation, according to the legislation of the country of origin, and comply with the provisions of Law No. 16,497 of June 15, 1994 and Decree No. 369/994 of August 22, 1994. The authorisation of the relevant bodies of the parent company to participate in this tender must be recorded or presented in a separate document.

v.     Whether the company is an affiliate or subsidiary of any other.

vi.     Presentation of the list of the current members of the board of directors or administrators with the respective details of identification data (photocopy of identity document, nationality, main occupation and real domicile) and documentation that accredits the period of validity as well as the presentation of the minutes of the assembly that elects them and the minutes of possession of offices. Monitoring of compliance with article 86 of Act No. 16,060 of 4 September 1989, as amended by article 13 of Act No. 17,904 of 7 October 2005.


vii.     If the company has an internal control or union body, presentation of the list of the current members of the control body, with the respective details of the identification data (photocopy of the identity document, nationality, main occupation and real domicile) and documentation accrediting the period of validity as well as the presentation of the minutes of the meeting that elects them and the minutes of holding office.

viii.     In the case of companies that plan to join a consortium in addition to the requirements mentioned in this clause, numbers i) to vi) must include the respective letter of intent stating: name, domicile, percentage of participation of each company, telephone, e-mail, administration, power of representation, legal and technical representative and declaration of solidarity of the members of the future consortium and indivisibility of the obligations with notarized certification of signatures.

D.   Representation of the offeror: If the offeror acts through one or more representatives in the country, the power of representation must be accredited in accordance with the notarial regulations in force, accrediting the validity and powers of the mandataries. If they are awarded abroad, they must be translated and apostilled. This designation may be included in the notarial certificate (letter C) or by means of a power of attorney with the requirements already announced.

E.   Affidavit "Admissibility Requirements": the content detailed in Annex 3 signed by the accredited representatives of each of the members of the bidder, with certification of signatures by a notary public, shall be declared.


F.    The complete information should be added, and in a separate folder, which in accordance with the instructions attached as Annex 4, is necessary to request the report of the National Secretariat for Combating Money Laundering and Financing of Terrorism (SENACLAFT), which may request documentation or complementary information if it deems appropriate. The report of the said Secretariat without negative observations shall be a necessary condition and prior to the award decision.

Document 2: "Financial Background"

 

 

I.            Individuals who form part of an offeror must present a Statement of Patrimonial Responsibility which must be signed as an affidavit and certified as an acting professional.

II.            Legal entities that are part of a bidder must submit complete financial statements accompanied by an external audit report for the last three financial years. External audit opinions must be made in accordance with generally accepted auditing standards issued by the International Federation of Accountants (IFAC).

III.            The financial statements must be presented in the currency of the legal tender of Uruguay and also in the functional currency of the entity and will be subscribed by the legal representative of the company.

IV.            The financial statements shall consist of: Statement of Financial Position, Statement of Comprehensive Income, Statement of Changes in Equity, Statement of Cash Flows, Notes to the Accounting Statements (includes Note on Property, Plant and Equipment):

V.            For companies incorporated in the Eastern Republic of Uruguay, the financial statements must be prepared in accordance with Appropriate Accounting Standards: Decree No. 124/011 of January 1, 2011 and Decree No. 292/014 of October 14, 2014 (issuers of public offer securities and other entities that apply it by option), Decree No. 291/014 of October 14, 2014, Decree No. 538/009 of November 30, 2009 and Decree No. 408/016 of December 26, 2016, and related (other entities).


VI.            For companies incorporated abroad, they shall be formulated in accordance with the legal or professional regulations, as applicable, in force in the country where the company has its registered office.

VII.            The term of the financial statements shall not be longer than the term available to the companies in their respective domiciles to comply with the tax obligations arising from the last closing of their fiscal year.

VIII.            The financial statements must provide documentary evidence that the offeror has adequate means to properly meet the commitments it proposes to assume.

IX.            In the event that the offeror is formed by a consortium, the members of the consortium shall present as financial background the information requested from natural persons or legal persons, as the case may be, in accordance with points I to V above.

Document 3: "Bidder's Experience"

 

 

1.  Antecedents of hotel trade of the offeror

 

The antecedents in hotel management will be accredited by means of presentation of reliable documentation where it is individualized: i) list of managed hotels or those in whose management it has participated; ii) date of beginning and end, in its case, of the activity; iii) location of the or the establishments.

 

2.  Antecedents of exploitation of games of chance

 

The antecedents in the operation of casinos will be accredited by means of presentation of reliable documentation where it is individualized:

 

I)  Payroll of the casinos managed, indicating for each one: i) start date and, if applicable, end date of management; ii) location of the casinos.

 

II)   Documents proving good conduct in the exercise of the exploitation of games of chance.


III)    Affidavit regarding: i) compliance with tax obligations abroad; ii) whether the exploitation permit has been revoked in any jurisdiction in the last 15 years, and if so, the reasons for the revocation.

 

Experience in both hotel management and the operation of games of chance shall not constitute an admissibility requirement. However, it shall be taken into account for the purposes of the provisions of clause 9.2 of Chapter III hereof. The same may be accredited by any of the members of the offeror indistinctly.

 

Document 4: Comprehensive Proposal

 

The Hotel and Casino shall comply with the requirements and specifications set out in this solicitation document (Annex 5 and 6).

Offers that do not meet these requirements and specifications will be disqualified.

The proposal should incorporate:

 

i)                    Urban insertion of the project

ii)                   Architectural resolution.

iii)                 Construction proposal and installations of the hotel establishment and other services, the construction of which it proposes to carry out and finance, accompanied by the respective plans of the preliminary project and its development stage by stage.

iv)                 General schedule for the execution of works, including the date on which the works began, the date on which each stage began and ended, and the date on which the works were completed.

v)                  Occupation of hotel and casino labour, with indication of remuneration levels and incentive policy.

vi)                 Technical, commercial and tourist studies that support the investment.

vii)               Hotel occupancy plan and, in particular, strategy for attracting international tourism and positioning the Hotel in the international hotel circuit.


viii)             International player attraction plan.

ix)                 Support program for gamblers.

x)                  Feasibility consultation or construction permit submitted to the Departmental Government of Maldonado. The failure of the City Hall to make a pronouncement as to what has been requested shall not give rise to liability for the agencies involved in the bidding process. The approval of such consultation or permit shall be a necessary condition and prior to the issuance of the award decision.

 

ENVELOPE NO. 2: "FINANCIAL OFFER"

 

The economic offer must contain the following documents, duly identified:

 

A.      Financial offer - fee: The offeror must include in its offer the minimum annual fee that it undertakes to pay, in compliance with the provisions of Clause 4 of Chapter I. The amount should be expressed in U.S. dollars.

B.      Investment detail: the total investment budget, expressed in US dollars, must be presented. It shall be disaggregated in such a way as to present both the quantities and the corresponding unit prices disaggregated for each investment concept (e.g. construction of the luxury hotel, furnishing of the hotel, meeting and exhibition center, related services if any and furnishing, and casino and furnishing). In addition, all information should be accompanied by their respective sources of information, such as estimates requested from companies with experience in similar works. The investment may not include the value of the property. Clause 3 of Chapter I of this GWP must be complied with.

C.     Planned sources of funding: bidders should specify the sources of funding planned to meet the obligations.


of the contract, both from own funds and from third parties. For this purpose, information shall be provided:

I.            Amount of the financial resources and, if applicable, investments in other considerable instruments such as own resources, which would be contributed as capital by each of the members of the offeror. The foregoing shall be supported by elements of the financial statements presented as Document 2: "Financial Background". In the event that capital contributions not reflected in the financial records are planned, they must explain the origin of the resources and document their availability, including letters of commitment and the legal relationship that exists between the source of these resources and the bidder. This should cover 100% of the above resources.

II.            Characteristics of the different sources of third-party financing: currency, interest rate, amortization and grace period, maturities, commissions and other expenses, adding any data that is relevant in the opinion of the bidder. This should be backed by letters from financial institutions and/or institutional investors expressing an interest in financing the project if the bidder is awarded and expressing the amount and term of the credit they would be willing to grant. Such letters should cover 100% of the amount of the above resources.

D.     Credit references: letters from financial institutions with which the members of the offeror have contracted credit in the last 5 years, expressing compliance with the obligations contracted. Where applicable, letters from institutional investors who are or have been holders of debt issued by the offeror, expressing compliance with the obligations assumed.

The Advisory Committee on Awards shall recommend the rejection of the bid or bids that do not comply with the preceding paragraphs.


7.     RECEPTION AND OPENING OF TENDERS

Reception of Offers

 

Tenders shall be received in public at a place, on a day and at a time fixed in due time, in the presence of the officials and notary public appointed and of the bidders or their representatives wishing to attend.

Any purchaser of the specifications may request an extension of the opening of tenders 15 days prior to the date set for this purpose, and must provide a guarantee that it will subsequently submit a responsible tender. Such extension may be granted for up to 30 days from the date already fixed. The amount of the guarantee for this request shall be US$ 100,000 (one hundred thousand United States dollars) and may be constituted using the same instruments provided for the constitution of the offer maintenance guarantee. The aforesaid guarantee shall remain the property of the Administration as of right and without the need for notice or any formality, if, having set a new date for the opening of tenders, the applicant has not submitted a complete proposal adequate to the specifications of this tender document. In the event that such an offer is made, the guarantee will be returned after the opening ceremony.

The notary public shall verify that Envelopes No. 1 "Antecedentes del Oferente y Propuesta Integral" and No. 2 "Oferta Económica" of all offers have been submitted and shall sign them.

Opening of tenders

 

In the same act of reception, the notary public shall open Envelope No. 1 "Antecedents of the Offeror and Integral Proposal", and shall verify only that Document 1 has been presented with the information required in this tender document. Having noted this, and in particular the presentation of the bid maintenance guarantee, the envelopes will be delivered to the Advisory Committee on Awards.

Once the act of reception and opening has commenced, no changes may be made to the tenders. However, the bidders may make any statements, clarifications or provisos they wish.


No proposal may be rejected in that act without prejudice to its subsequent invalidation.

The contents of Document 1 of Envelope No. 1 will be viewed exclusively by those bidders present who so request. The contents of this document may not be photocopied, photographed or reproduced by any means.

At the end of the act, a detailed report will be drawn up, which will be signed by the acting officials and the bidders who wish to do so, who may leave as many records as they deem necessary regarding the act of reception and opening.

The initial acceptance of a proposal shall not be an obstacle to its rejection if defects are later found that violate the legal requirements or the substantial requirements contained in this solicitation document.

 

8.    AWARD ADVISORY COMMITTEE

The bids submitted will be examined by the Advisory Commission on Awards, which will be composed of a representative of the Executive Branch as well as a delegate of the Ministry of Tourism, the Ministry of Economy and Finance, the Office of Planning and Budget and the Municipality of Maldonado, who may request the advice it deems appropriate for the evaluation of bids. Likewise, the respective alternates will be designated who will only act in the event of impediments of force majeure of the owners.

The Advisory Committee on Adjudications may grant bidders a maximum period of 2 working days to save defects, formal shortcomings or obvious or minor errors when their subsequent correction does not alter the equal treatment of bidders. This time limit may be extended in the case of external suppliers and in such a case shall apply to all bidders.

Additional information or clarifications may be requested in accordance with the provisions of Article 66 a) of the TOCAF. Under no circumstances may the content of the offer be modified.

The Advisory Commission on Awards will verify that the bids comply with the technical and economic requirements and the required object.


Proposals that contain substantial deviations from the requirements contained in the terms and conditions of the contract will not be considered. An offer shall be deemed to be substantially adjusted when it conforms to all the terms, conditions and specifications of the contract basis, without significant deviations, reservations or omissions.

A failure to sign an offer, an absence of security or any correction that alters, improves or diminishes the substance of your offer shall not be considered an error or a remediable omission.

The opinions of the Commission shall always be adopted by a simple majority vote of its members.

 

9.  EVALUATION OF PROPOSALS

 

9.1.     BACKGROUND ASSESSMENT AND COMPREHENSIVE PROPOSAL

The Auction Advisory Committee shall verify that the bidders have correctly constituted the Offer Maintenance Guarantee, that they have acquired the present contracting bases, that they are registered in the RUPE with "in income" or "active" status and that they have presented all the information requested.

It will also analyze the integral proposal (Document 4) verifying that the minimum requirements are met.

 

The Advisory Committee on Awards shall be issued no later than 30 days after the day on which the tenders are opened. When the complexity and/or volume of the documentation so warrants, this period may be extended and notice given to the bidders.

The Commission will prepare a report accompanied by the list of bidders that it recommends qualify for the opening of the "Envelope Nº 2" and those that it recommends to reject. That report shall contain the grounds supporting its admissibility judgement.

The result of the prequalification will be shown for a term of 5 business days and within 5 business days following the expiration of the previous term the following


bidders may formulate in writing the considerations that the process completed so far deserves, as well as those related to the Commission's report.

Once the last term indicated has expired and any observations presented have been analyzed, or if the interested parties state that they have no observations to make to the prequalification report, the Commission shall submit, for the approval of the Ministries, the list of prequalified bidders.

Once the aforementioned payroll has been approved, the Commission shall proceed to open Envelope No. 2.

The information will also be sent concomitantly to SENACLAFT, duly presented by the pre-qualified bidders.

Bidders whose proposals have been rejected may withdraw unopened envelopes and request the return of the bid maintenance guarantee.

 

9.2.  OPENING AND EVALUATION OF THE ECONOMIC OFFER

The opening of Envelopes No. 2 "Economic Offer" of the admitted offers will be made at the place, date and time that will be communicated to the bidders, in the presence of the designated officials, among whom there must be a notary public. Bidders or their representatives may attend if they so wish.

The clerk shall deliver the envelopes to the designated official for subsequent delivery to the Advisory Commission on Adjudications.

The Advisory Committee on Adjudications shall recommend the rejection of the bid or bids that do not comply with the provisions of paragraphs A) to D) of Clause 6 of Chapter II OVPHER No. 2: "Financial Offer".

With respect to clause A) of said clause, the bidders shall propose, in the economic offer, a single minimum annual fee in US dollars in accordance with that indicated in clause 4 of chapter I "CANON".

Each bid made shall be granted a benefit of 5% (five percent) on the minimum annual canon amount proposed when the bidder presents a record.


in the exploitation of games of chance and a profit of 5% on the minimum annual canon amount proposed when the bidder presents antecedents in the hotel industry.

In this way, the evaluation of the bids will be made on the basis of a Competitive Fictitious Value (CFV) which is composed of the proposed minimum annual fee (CMAP) for each bidder with the corresponding benefits, as indicated in the following formula:

VFC = CMAP + 0.05*CMAP*C + 0.05*CMAP*H

 

Where:

 

VFC: Competence Fictitious Value

 

WCPA: Minimum Annual Fee Proposed by the Bidder pursuant to Clause 4 of Chapter I "CANON".

C: Variable that takes the value equal to 1 if the bidder has antecedents in exploitation of games of chance and 0 if it does not possess them.

H: Variable that takes the value 1 if the bidder has a hotel background and 0 if it does not.

The VFC of the proponent of the private initiative will have a benefit of 5% (five percent) as established in clause 9.3 of this document.

The successful bidder shall be the bidder with the highest CFV.

 

If the promoter's VFC, considering the benefit indicated in clause 9.3., is not a winner, the promoter may request that a bid improvement process be promoted within a period that does not exceed the original term that would have been granted for the present competitive procedure. The offer improvement will be made on the WCPA in the previous instance. For the evaluation of the new offers, the same procedure defined above will be carried out, by means of which the new VFC will be determined. The successful bidder shall be the bidder with the highest CFV. The improvement of offers will only be based on the new WCPA, so the presentation of antecedents will not be considered both in exploitation of games of chance or hotel business at this stage, although


whether, for the calculation of the CFV, the benefits obtained by the antecedents presented in the previous stage will be maintained.

The bid improvement process will be carried out exclusively between the promoter and the bidder or bidders who arrive at this instance with scores higher than those of the same, excluding from the procedure those bidders who score below the promoter.

In the event that offers with the same CFV are verified, rounded without decimals, a draw will be made, which will be implemented in a public act, on a day, place and time to be established by the Advisory Committee on Adjudications, with the intervention of a notary public, who will draw up a circumstantial record in this regard.

 

9.3.  BENEFITS OF THE PROPONENT OF PRIVATE INITIATIVE

 

Within the framework of the provisions of Law No. 17,555 and its regulatory decrees, and having complied with the procedures established therein, by resolution dated June 3, 2019, the Executive Power accepted the Private Initiative presented by the company Fosara S.A. for the execution of the tasks that are the object of this call.

 

In accordance with article 16 of Regulatory Decree No. 442/002 of 28 September 2002, the proponent of private initiative shall enjoy the following rights and preferences:

 

1.           If the competitive procedure is presented alone or integrated to a consortium or company, the only compensation will be the right to benefit with a percentage of 5% (five percent) on the offered value.

 

2.           If your offer, considering the previous benefit, is not a winner, the promoter may request that an offer improvement process be promoted within a period that does not exceed the original term granted for the foreseen competitive procedure.

 

3.           You will not have to pay the cost of acquisition of the bases of contracting of the present call.


According to the provisions of Article 19 of Regulatory Decree No. 442/002 of September 28, 2002, if the promoter decides not to submit to the competitive procedure, the only benefit will be the right to a one-time compensation of US$ 1:535,167.56 (one million five hundred and thirty-five thousand one hundred and sixty-seven with 56/100 U.S. dollars). The compensation in question shall be paid by the successful tenderer to Fosara SA as a precondition for signing the contract.

 

10. ADJUDICATION

The Executive Power shall award the concession for the exploitation of the Casino subject to the construction, completion and commissioning of the works related to the luxury hotel, as well as those other proposals by the bidder, and considered in the amount of the investment, which shall be notified to all bidders.

Once the period for appealing has expired without the act having been challenged or, if the suspensive effect has been lifted otherwise, after obtaining a favourable final report from SENACLAFT, the concession contract shall be signed within a maximum period of 60 days.

The failure of the successful bidder to attend the signing of the contract on the fixed date shall result in the loss of the bid maintenance guarantee, except in the case of unforeseeable circumstances or force majeure evidenced by formal evidence, and the Executive Power shall be authorized to award the bidder who is next in the order of priority and, if this is not possible or convenient, to rescind this bidding without any liability.

 

Chapter III. PRELIMINARY PROCEEDINGS AND FORMALISATION OF THE CONTRACT

1.  GUARANTEE OF FAITHFUL PERFORMANCE OF THE CONTRACT

The tenderer to whom the concession contract is awarded must present within 10 days of notification of the termination, the guarantee of faithful performance of the contract. If the successful tenderer does not lodge the security within the time limit laid down, non-compliance with the tender shall be understood as non-compliance with the tender and the security shall be forfeited.

offer maintenance.


The amount of the guarantee will be US$ 7,500,000 (seven million five hundred thousand US dollars).

The guarantee must be provided by one of the following instruments:

a)      Guarantee of a Bank established in the Eastern Republic of Uruguay, or of a foreign Bank with a branch or correspondent in Uruguay,

 

b)      Ordinary bonding policy issued by an insurance institution authorized by the Superintendency of Financial Services of the Central Bank of Uruguay,

 

c)             Affectation of public debt in the Banco del República Oriental del Uruguay, in U.S. dollars to be deposited in custody in the Banco de la República Oriental del Uruguay.

 

Documentary warranties may not contain clauses that condition them as to the amount or as to the concept for which they are established, and must expressly indicate the contract that they guarantee.

 

The guarantee may be lodged in more than one of the forms indicated above, provided that they are all made out in the name of the successful tenderer and accepted by the Ministries.

 

In addition to the guarantee of faithful compliance with the contract established above, a special guarantee must be provided for compliance with the annual fee equivalent to 5% of the minimum annual fee. This guarantee may be exercised by any of the instruments mentioned above.

 

The guarantees must be in force during the entire term of the concession and until the definitive extinction of all the obligations arising from the contract.

 

When the cessation of activities or the suspension of the authorization to operate granted by the Central Bank of the financial intermediation companies and/or insurance companies that granted the guarantee is verified, the awardee or concessionaire must substitute the same within a peremptory term of 30 calendar days,


and all rights to which he may be entitled shall be suspended until such time as this occurs. Failure to do so will give rise to the penalties provided for in this document or in the contract to be signed.

 

The special guarantee of compliance with the payment of the fee may be affected whenever 30 calendar days have elapsed since the payment became due and the same has not been made. Once the non-compliance has been verified, the concessionaire shall be heard for a peremptory period of three working days, detailing the amount to be affected in which the corresponding fine and interest shall be discriminated; once the same period has elapsed and the discharges have been analyzed, if any, the resolution providing for the affectation shall be issued. The grantor shall be entitled to pay the fine on the basis of the information available to it. If you do not have updated information, you can use the average of the previous three immediate payments. The concessionaire must recompose the guarantee within 30 calendar days, failure to comply with this obligation will be considered a serious breach that will enable the application of the mechanism of termination of the contract. The repetition of three consecutive breaches will also enable the recision of the contract.

 

2.  OBLIGATIONS OF THE SUCCESSFUL TENDERER

The property where the works object of this call were carried out may not be disposed of, nor may its destination be changed during the entire term of the concession.

The prohibition established in the previous paragraph shall not apply if, together with the real estate and prior authorization of the Executive Power, the concession of the exploitation of the Casino is granted.

In the case of commercial companies, all the partners or directors, as the case may be, shall be jointly and severally liable for the fulfilment of each and every one of the obligations assumed by the company should it be awarded the contract.

It is forbidden to assign, subcontract, lease or sublease the Casino license, except with the express and prior consent of the administrative authority. Any outsourcing, subcontracting, delegation or interposition in contravention of the foregoing prohibition shall entail joint and several liability on the part of the following persons


the concessionaire and the third party for the obligations arising from the contract, and/or the revocation of the concession contract at the choice of the competent Ministries.

The concessionaire may not be transformed into another type of company or merged or absorbed by another without the prior authorisation of the competent Ministries.

The integration of the successful bidder, as well as the percentages of participation of each of the members, shall remain unchanged during the term of the concession, requiring for its modification prior authorization from the competent Ministries.

Likewise, without prejudice to those established in the contract, they shall be obligations of the successful tenderer:

a-                  Obtain all the permits and authorizations required by the departmental and environmental impact authorities prior to the start of the works.

b-                  To comply in good faith with all the commitments and obligations arising from the concession contract according to the specifications and other constitutional, legal and regulatory norms of the Eastern Republic of Uruguay.

c-                  The successful bidder shall be responsible for financing the investments and for meeting, on its own account, all expenses and disbursements in order to comply with the services contained in the object of the tender.

d-                  Allow and facilitate the control and inspections of the competent state agencies.

e-                  Comply in time and form with the completion of the works that have been committed. The successful tenderer must take the necessary measures to prevent damage to the execution of the works, to persons working on the works, to third parties and to public or private property and goods. If these occur, the successful bidder will be responsible for repairing the damage attributable to him.

f-                    Fulfill in time and form with the payment of the price or royalty.

g-                  Maintain an excellent level in the provision of services, for which purpose it shall be obliged to carry out all maintenance, repair and improvement works.


of any nature required by the establishment, being also obliged to carry out the acquisitions, repairs and replacements of elements of the equipment required for the proper functioning of the same during the entire term of the concession.

h-                  The concessionaire will be responsible for those consumptions originated by the exploitation of the concession as well as those necessary to carry out the works.

i-                    The concessionaire shall maintain the facilities, their surrounding spaces as well as the installed equipment and movable property, in perfect conditions of conservation, hygiene and operation throughout the period of the concession.

j-                    Comply with their fiscal, labour and social security obligations, as well as paying for all consumption derived from the operation.

k-                  Maintain in force the guarantee of faithful performance of the contract and the special guarantee during the whole period of the concession.

l-                    Pay salaries, wages, insurance, contributions and any other taxes and obligations arising from the application of labor laws and social security for all personnel affected by the exploitation.

m-                To provide and maintain with the same level of excellence the premises destined for both the Hotel and the Casino.

n-                  Declare the Corporate Governance structure it will adopt to manage, monitor and control the casino.

o-                      To ensure that the regulation of games of chance and the corresponding manuals of procedure conform to the globally recognized standards governing the matter, applied in the State of Nevada of the United States of America, as well as those issued by the competent regulator.

p-                        Adopt measures to remedy the observations arising from the audits carried out by the Internal Audit of the Nation on its own, or through third parties.

q-                  Present the required approvals (GLI, BMM, others) that certify the suitability and quality of the gaming machines and other implements for the development of games of chance in the Casino.

r-                   Provide throughout the concession period: education, training, coaching and updating on the various topics related to the operation,


operation, exploitation and control of the Casino, at the request of the Internal Audit of the Nation, for the personnel designated by the same. The costs related to these trainings will be charged to the Concessionaire.

 

3.  FORM OF PAYMENT OF THE FEE

The concessionaire must deposit the royalty in the account indicated by the Administration for such purposes.

The payment of the annual fee will be made in two half-yearly deposits. The first deposit shall amount to 50% (fifty percent) of the minimum annual canon corresponding to the respective year, while the second shall correspond to the difference between the annual canon and the advance payment made. The annual fee refers to the amount of the fee actually payable in the respective year, either the minimum fee or the percentage of the gross income of the Casino, as applicable according to the provisions of Clause 4 of Chapter I of this Folder.

Deposits must be made within 10 business days following the close of each half-year of the calendar year.

The first payment will be made from the total completion of works and commissioning of the Hotel and Casino. The remaining payments will be due in the same instalments mentioned above.

In both the first and last calendar year of the concession, if the minimum annual fee is payable, it will be prorated according to the number of months of the corresponding calendar year that has elapsed. That is, if the first payment is due on or after July 1, 2021 and corresponds to the minimum annual fee of US$ 7:900,000 (seven million nine hundred thousand U.S. dollars), the first payment will amount to half of US$ 7:900,000, given that the first six months of the year there were no Casino exploitation activities.

Given that the payment of the annual fee will be made in two half-yearly deposits, and the first will amount to 50% (fifty percent) of the minimum annual fee corresponding to the respective year, this percentage of 50% will also be prorated, only for the first and/or last payment of the concession, according to the amount of


months of the relevant calendar year which has elapsed.

4.  BREACHES

The breach by the concessionaire of any of the conditions and obligations contained in this document as well as in the contract to be signed, or the delay in compliance and/or repetition of infringements will be punished, being able to configure such breaches, cause for termination.

The sanctions for non-compliance and their graduation will be those arising from the concession contract.

The default will be configured in full right by the mere expiration of the terms, without the need for any judicial or extrajudicial interpellation, and must constitute the bidders special domiciles for all judicial or extrajudicial effects in the Department of Montevideo.

For the collection of the late payment fine, the guarantee of faithful fulfilment of the contract will be affected. The application of fines is understood to be without prejudice to the action that may correspond for damages, and to the actions established in the following articles.

The granting of the exploitation of games of chance in the Casino is subject to the express condition of resolution in the event of failure to pay the fee provided for herein, in accordance with the provisions of Clause 1 of Chapter III.

Non-compliance with the payment of the fee established in the offer and in the respective contract shall give rise to the collection of the agreed fine plus damages, and/or the termination of the contract, where appropriate, and may make use of the conditions established in the preceding article.

Likewise, the breach of any of the obligations arising from the concession contract for the exploitation of the games of chance and related services of the Casino will result in the loss of the guarantee of fulfilment of the contract in its entirety for the benefit of the State. The Ministry of Economy and Finance shall be responsible for taking the necessary action.


5.  CONTRACT MONITORING

The Ministry of Economy and Finance, through the Internal Audit of the Nation, will exercise the functions of control and supervision of the exploitation of the Casino in each and every one of the aspects of its activity. To this end, the Internal Audit of the Nation shall have the broadest powers, and may implement the means of supervision and advice with its officials or through temporary contracts with third parties, including officials of other state agencies, under its supervision.

It may exercise its powers of control and concomitant or subsequent control in the broadest sense and in relation to all aspects of the operation of the Casino.

The Internal Audit of the Nation will be in charge of the approval of the modifications of the regulations of the authorized games. The Audit may require any other specific registration that may be necessary for the fulfillment of the control tasks, in addition to the books and records required by Law 16.060, taking care not to generate obstacles in the normal functioning of the company and its activities.

It must also require the presentation of annual financial statements audited by an independent auditing firm.

The concessionaire is obliged to allow access to the facilities by officials of the Internal Audit of the Nation, or by persons hired or designated by it (duly identified), whenever necessary, as well as to make available and facilitate access to all documentation, procedures, records and operating and accounting systems for the fulfillment of their control tasks.

The costs involved in hiring personnel and means to be used by the Internal Audit of the Nation in the exercise of such control shall be borne by the concessionaire.

In the exercise of its duty of inspection and in the event of non-compliance of any nature, linked to the execution of the Casino's operating activity, the Internal Audit of the Nation may apply sanctions of the following nature


administrative and pecuniary, in accordance with the provisions of the Internal Sanctions Regulations.

 

6.  GENERAL PROVISIONS

The following elements will form part of the contract:

 

a- This document, its annexes and the corresponding administrative acts. b- Consultations and requests for clarification of the document;

c-     The offer made by the successful bidder, any improvements proposed and accepted in the course of the procurement procedure.

d-   The Resolution of the Executive Power that approves the adjudication.

7.  APPLICABLE LAW

A)  This specification and its annexes.

 

B)  The modifications to the same, which the Administration communicates in due time and form.

 

C)  The communiqués and clarifications made in accordance with these specifications.

 

D)   Texto Ordenado de Contabilidad y Administración Financiera (T.O.C.A.F.), approved by Decree No. 150/012 of 11 May 2012.

E)  Article 42 of Law No. 16,736 of 5 January 1996 and its Regulatory Decree No. 395/998 of 30 December 1998.

F)  Decree No. 500/991 of 27 September 1991.

 

G)  Law No. 17.060 of 23 December 1998.

 

H)   Law No. 16.060 of 4 September 1989, as amended and concordant.

 

I)   Article 13 of Law No. 17,904 of 7 October 2005.

 

J)  Decree No. 475/005 of 14 November 2005.

 

K)  Act No. 18.098 of 12 January 2007 and Act No. 18.099 of 24 January 2007.

 

L)  Decree No. 342/999 of 26 October 1999, as amended by Decree No. 20/002 of 16 January 2002.


M)   Law No. 19.196 of 25 March 2014.

 

N)    Laws No. 14.178 of 28 March 1974 and No. 16.906 of 7 January 1998 and regulatory decrees.

O)      Law No. 17,555, Articles 19 and 20 of 18 September 2002 and Regulatory Decree No. 442/012.

P)  Decree-Law Nº 14.335 article 20 of December 31, 2012.

 

Q)  Decree No. 588/975 of 24 July 1975.

 

R)  Laws, decrees and resolutions in force at the date of opening of the tender.

 

S) The Constitution of the Republic.


 

ANNEX 1

 

COVER MODEL

 

 

 

 

 

 

 

 

Cover A

 

 

 

 

(Logo)

 

 

Bidder's name

 

 

PUBLIC TENDER NO................

 

Casino Concession Contract conditioned to the construction of a luxury hotel

 

 

Presentation of Offers Contains:

Envelope No. 1: Bidder's Background and Comprehensive Proposal Envelope No. 2: Financial Offer


 

 

 

 

Cover B

 

 

 

 

(Logo)

 

 

Name of the offer

 

 

PUBLIC TENDER NO................

 

Casino Concession Contract conditioned to the construction of a luxury hotel

 

 

 

 

Envelope No. 1: Background of the Bidder and Integral Proposal


 

 

 

 

 

 

Cover C

 

 

 

 

(Logo)

 

 

Bidder's name

 

 

 

 

PUBLIC TENDER NO................

 

Casino Concession Contract conditioned to the construction of a luxury hotel

 

 

Envelope No. 2: Economic offer


 

 

 

 

 

 

ANNEX 2

 

SWORN STATEMENT: LETTER OF COMMITMENT FROM THE OFFEROR

 

 

 

El/Los     who subscribe and representationOferent

 I DECLARE/Declare under oath that:

 

i.            The "Offeror" is made up of the following natural or legal persons: determine], those who are indivisibly and jointly and severally liable between themselves and the Contracting Public Administrations for the obligations arising out of this invitation to tender.

ii.             The participation percentages of each member are: [determine].

iii.             They designate as representative [to determine], who will be authorized to contract obligations and to carry out all the procedures, the managements and petitions referred to the call, until the adjudication of the same one.

iv.             The pertinent notifications will be made in the following e-mail (determine), which will remain in effect during the bidding process, unless otherwise authorized by the bidders.


 

 

 

 

 

 

[Certification of signatures before a Uruguayan notary public]

 

ANNEX 3

 

SWORN STATEMENT: ADMISSIBILITY REQUIREMENT

 

El/Los     who subscribe and representationOferent

 I DECLARE/Declare under oath that:

 

a)      That the physical and/or juridical persons that make up the Bidder do not form part of any other Bidder that submits to this bid.

b)      That it examined and unconditionally accepted these Bases of Contracting and other antecedents, documents and legal dispositions inherent to the bidding and awarding process, expressly accepting the obligations imposed by such bases and the applicable regulations, having no objection or objection to formulate.

c)       That the members of the Bidder meet all the conditions required to contract with the State.

d)      They unconditionally accept that by the mere fact of presenting this call they are subject to the jurisdiction of the competent courts of the city of Montevideo, República Oriental del Uruguay, for any conflict that may arise regarding the interpretation, performance or execution of this Contract, expressly waiving any other jurisdiction that may correspond to them.

e)      They declare that they do not appear in the list of firms disqualified by the World Bank.

f)        That the administration is expressly authorized and empowered to -if it deems it convenient and opportune and at its sole discretion- confer a view of what has been done to Baluma SA, prior to the final adjudication, and to these effects all of the following shall be lifted


reservation or confidentiality, bearing in mind that the State is bound by an exclusivity clause in favour of that undertaking.

 

[Certification of signatures before Uruguayan Notary Public]

 

 

 

ANNEX 4

 

Instructive Request Report SENACLAFT

 

 

 


 

 

 

INSTRUCTIVE

 

Information to be submitted for the issuance of the report of the National Secretariat for the Fight against Money Laundering and Financing of Terrorism (SENACLAFT) in compliance with the provisions of Law No. 19,172 of 20 December 2013 and Decrees No. 120/014 of 6 May 2014, No. 372/014 of 16 December 2014 and 46/015 of 4 February 2015.

 

 

Updated to December 2018

 

 

 

i)              IF THE PROPOSER IS A NATURAL PERSON:

 

 

a)      Photocopy of identity card or other identifying document of being a foreigner.


 

 

b)      Address, e-mail, telephone.

 

 

c)      Certificate of judicial background issued by the Ministry of the Interior (at the beginning of the procedure indicate that it is to present in SENACLAFT). If the proposer resides or has resided abroad in the last 5 years, equivalent documentation issued by the competent bodies.

 

 

d)      Affidavit with certified signatures of who is the final beneficiary of the investment.

 

 

e)      Proof of the origin of the funds to be used in the project, indicating the capital contributed and presenting, as appropriate, salary or retirement receipts, tax returns for the last 3 fiscal years, etc.

 

 

 

ii)            IF THE PROPOSER IS A LEGAL PERSON:

 

 

a)      Of the legal person: company name, fantasy name if applicable, RUT number, address, e-mail and telephone.

 

 

b)            Partners of personal companies, administrators, directors, general manager, main managers and final beneficiaries of the investment:

 

 

-   Photocopy of identity card or other identifying document of being a foreigner, address, e-mail and telephone.


-  Certificate of judicial background issued by the Ministry of the Interior (at the beginning of the procedure indicate that it is to present in SENACLAFT). If the proposer resides or has resided abroad in the last 5 years, equivalent documentation issued by the competent bodies.

 

 

c)    Notarial testimony of the statute or social contract and eventual modifications, publications and declaration of Law Nº 17904. If applicable, notarized testimony of the certificate of appointment of directors and distribution of posts.

 

 

d)  As appropriate:

 

 

 

- Control of compliance with the provisions of Laws No. 18930 and No. 19484 and notarial testimony of Form B filed with the Central Bank of Uruguay.

- Present a detail of the shareholders of the entity enclosing notarized testimony of the Minutes of the Registry Book of nominative titles, where the list of shareholders is stated, or sworn declaration of the shareholders, with notarized signatures, in case the shares are to the bearer.

 

 

e)    In all cases, the chain of shareholders must be accredited until it reaches the final beneficiary, i.e. the individual who exercises control, under the terms of Article 15 literal B of Law No. 19,574 of December 20, 2017.

 

 

f)   The final beneficiary must submit an affidavit, with notarized signatures, recognizing such quality.

 

 

g)   Proof of the origin of the funds to be used in the project, indicating the capital contributed by each partner, shareholder or entity, presenting documentation.


support, for example: financial statements of the company for the last 3 financial years closed, duly signed and with the corresponding professional stamps, with a Public Accountant's report (external auditors' report, limited review or compilation report) according to the volume of income of the entity.

 

 

In the case of entities whose shares, corporate quotas or other equity participation certificates are listed on national or international stock exchanges, the following must be reported:

-          Stock exchange on which it operates

-          Body that supervises the activity of the Stock Exchange

-          Percentage of listed integrated capital

-          Indicate whether the shares or securities are immediately available for sale or acquisition on that market

 

 

 

Additional notes

 

 

 

-   SENACLAFT will not initiate the analysis of proposals that do not present in a complete form the documents and information required in this instruction manual.

 

 

-    SENACLAFT may request other documents or require the clarifications it understands the case.

 

 

-   All documentation coming from abroad must be duly legalized or apostilled and translated, if applicable.


 

 

 

ANNEX 5

 

For the purposes of this so-called "luxury or high-end hotel" is one that provides services with quality standards to meet the requirements and expectations of guests who seek "unforgettable experiences", created by infrastructure and officials endowed with exceptional skills and professionalism.

In them the areas of rest, overnight stay and their services are highlighted by designs, materials and furniture of first quality and great comfort, with personalized attention 24 hours, with areas of swimming pools, gyms, treatments for personal well-being, gastronomic areas with native and international cuisine, showrooms, green areas with special treatments, Meeting Centers and Exhibitions able to receive regional and international meetings.

Admissibility requirements related to the Hotel proposal.


MINIMUM CONDITIONS AND PROGRAMME TO BE MET BY THE HOTEL

 

 

          The facilities of all the hotel establishment will be constructed with noble materials of optimal quality both in their terminations and in their equipment, in order to provide a great comfort and high level of refinement.

          All elements of decoration and furnishings, crockery, furniture, upholstery, etc.. will stand out for their excellent design and category.

          There shall be at least one covered main entrance for passengers.

 

          The halls of access, reception, etc., will have first level services.

 

          The rooms will have a minimum area of 24 m² (not including bathroom areas, closets, corridors and halls), acoustically insulated and will have closets of at least 2 m. front, telephone, minibar, television, radio, safe, etc..

          The bathrooms will have a minimum of 6 m². Linings, appliances, fittings and accessories shall be of the highest quality.

          The suites will have everything specified in the previous points and the living room will have a minimum of 20 m².

          There must be a fluid connection with the Meeting and Exhibition Centre.

 

          Special attention should be paid to the regulations concerning persons with different abilities for both rooms and public services.

          It will include a shopping mall with a minimum area of 1,000 m².

 

          It must have general safety boxes, medical facilities, two hairdressers (ladies and gentlemen).

          You must have a health center or spa with sauna, whirlpool, Scottish shower, appliances, gym, closed heated pool and open pool.

          High-speed Internet and wifi in common areas and rooms.

 

 

 

·       Rooms:

doubles


minimum of 10% suites 1 presidential suite

 

 


·       Public areas:


Lobby/foyer

Cafeteria/Lobby bar - 150 people Restaurants and shopping mall


 


·       Administration


Reception Offices

 

Administration


 

 


·       Recreation:


Open swimming pool, solarium, closed heated swimming pool Health centre, spa

Sports fields Children's playroom Green areas


 


 

·       Parking


 

250 places covered

100 open spaces


 

 

Meeting and Exhibition Centre:

 

Auditorium

Commission rooms Bar, cafeteria

Convention Support Offices General Service


Parking

 

 

 

ANNEX 6

 

Eligibility Requirements for the Casino Proposal

 

MINIMUM CONDITIONS AND PROGRAMME TO BE MET BY THE CASINO

Minimum conditions:

 

 

1)      The casino should be able to function independently of the hotel even if the functional space connections between the two are fluid and generous.

2)      The casino must be operated by the successful bidder.

3)      The equipment, decoration and maintenance of the premises will also be the responsibility of the successful bidder.

4)      The current specifications of the State Insurance Bank must be complied with.

5)      The treasury must have the prior approval of the State Insurance Bank for its construction.

 

Program


From authorized games

 

The games that the casino will be able to offer will be those of use and custom in the Casinos of Uruguay. By way of example, they may be offered:

 

Slots Slots French Roulette Point and Banking Black Jack French Craps

Bingo Horses

Poker texas hold'em Poker Caribeño Hand to Hand Ruleta Americana Midi Baccarat

American Black Jack Poker Omaha Hi/Lo Poker Oasis

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Games that require dexterity, i.e., those that test players' manual ability, reflexes and ability to concentrate, will not be permitted.

 

The games must be carried out in person in the territorial space delimited for the Casino, not admitting the carrying out of games at a distance, that is to say, on line.

 

The Management and Control computer system

 

The concessionaire must provide the necessary technological solution for the management and control of the casino, including everything necessary for access and control by the Internal Audit of the Nation.

 

The antecedents of the solution must be accredited, providing information related to its main functionalities and security and control characteristics.

 

The licensee must state the details of the Casino rooms using the proposed solution, together with the period of use of the solution for each case.


 

The installation of the technological solution by the concessionaire must be approved by the Internal Audit of the Nation.

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