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[Page 274]

INTERNATIONAL CENTRE FOR THE SETTLEMENT OF INVESTMENT

DISPUTES

HEARING ON JURISDICTION, MERITS AND QUANTUM

Tuesday, February 25, 2020

The World Bank Group
1225 Connecticut Avenue, N.W.
C Building
Conference Room C1-450
Washington, D.C.

The hearing in the above-entitled matter

came on at 9:00 a.m. before:

MR. LAURENCE SHORE, President

PROF. HORACIO A. GRIGERA NAÓN, Co-Arbitrator

PROF. ZACHARY DOUGLAS, Co-Arbitrator

[Page 275]

ALSO PRESENT:

On behalf of ICSID:

MS. CATHERINE KETTLEWELL
Secretary of the Tribunal

Realtime Stenographers:

MS. DAWN K. LARSON
Registered Diplomate Reporter (RDR)
Certified Realtime Reporter (CRR)
B&B Reporters
529 14th Street, S.E.
Washington, D.C. 20003
United States of America
[email protected]

MS. ELIZABETH CICORIA
MR. DIONISIO RINALDI
D.R. Esteno
Colombres 566
Buenos Aires 1218ABE
Argentina
(5411) 4957-0083

Interpreters:

MS. SILVIA COLLA

MR. DANIEL GIGLIO

MR. CHARLES ROBERTS

[Page 276]

APPEARANCES:

On behalf of the Claimants:

MS. MELISSA GORSLINE
MR. CHARLES KOTUBY
MR. THOMAS CULLEN, JR.
MR. LEE COFFEY
MR. FAHAD HABIB
MR. PAUL HINES
MR. MICHAEL DALY
MS. MARIA PRADILLA PICAS
MS. CARLA GHARIBIAN
MS. PALOMA CIPOLLA MOGUILEVSKY
Jones Day
51 Louisiana Avenue, N.W.
Washington, D.C. 20001-2113
United States of America

MR. CARLOS CONCEPCIÓN
MR. RICARDO AMPUDIA
Shook Hardy & Bacon
Citigroup Center
201 S. Biscayne Boulevard
Suite 3200
Miami, Florida 33131

Party representative:

MR. OSCAR RIVERA

[Page 277]

APPEARANCES: (Continued)

On behalf of the Respondent:

MR. HENRY WEISBURG
MR. RICARDO ALARCON
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022-6069
United States of America

MR. CHRISTOPHER RYAN
MS. ANNA STOCKAMORE
MR. CARLTON MOSLEY
Shearman & Sterling LLP
401 9th Street, NW
Suite 800
Washington, D.C. 20004-2128
United States of America

Party representatives:

MS. LAURA CASTRO
MR. FRANCISCO OLIVARDIA
Republic of Panamá

[Page 278]

APPEARANCES: (Continued)

For the United States of America:

MS. NICOLE THORNTON
MR. JOHN BLANCK
Attorney-Advisers
Office of International Claims and
Investment Disputes
Office of the Legal Adviser
U.S. Department of State
Suite 203, South Building
2430 E Street, N.W.
Washington, D.C. 20037-2800
United States of America

[Page 279]

CONTENTS

PAGE

WITNESSES:

FRANKIE LÓPEZ (resumed)

Cross-examination by Mr. Ryan (continued).........280
Questions from the Tribunal...................308

OSCAR RIVERA RIVERA

Cross-examination by Mr. Weisburg..............337
Questions from the Tribunal...................486

[Page 280]

PROCEEDINGS

PRESIDENT SHORE: Good morning, everyone.

Second Hearing day of the first Hearing week in

Case 16/42.

Ms. Gorsline, any issues that you needed to

raise on a procedural basis this morning?

MS. GORSLINE: Nothing for Claimants,

Mr. President.

PRESIDENT SHORE: Thank you.

Mr. Weisburg?

MR. WEISBURG: No, we're good. Thank you.

PRESIDENT SHORE: Thank you.

FRANKIE LÓPEZ, CLAIMANTS' WITNESS, CALLED (resumed)

PRESIDENT SHORE: Mr. López, welcome back.

THE WITNESS: Good morning to the Panel.

PRESIDENT SHORE: Mr. Ryan,

cross-examination continues. Thank you.

MR. RYAN: Thank you, Mr. President.

CROSS-EXAMINATION (continued)

BY MR. RYAN:

Q. Mr. López, welcome back. Hopefully we won't

keep you here too long today, but I appreciate your

[Page 281]

continued presence here.

I'd like to start this morning by talking to

you about the Municipality of Panamá Projects, and

this was a contract where you had one contract that

covered two Projects; correct?

A. Yes, good morning.

Yes, that is right.

Q. They were referred to as the Juan Díaz

Project and the Pacora Project; is that right?

A. Yes. A single contract with two locales.

Q. And the Contract was awarded in May 2013,

and work began in September of 2013; is that correct?

A. I understand that the times you mentioned

are pretty much reasonable, correct.

Q. Were you involved in the bidding for that

Project?

A. Yes, that's right.

Q. You would have reviewed the request for a

bid that was tendered by the Municipality of Panamá

in 2013?

A. Yes, that's right. As part of the work

team, I supervised the bid.

[Page 282]

Q. And did you visit the sites of these markets

before putting in a bid?

A. No, I personally did not, but somebody from

our team did.

Q. Under the contract for these two markets,

Omega was responsible for obtaining all permits and

licenses necessary to construct the markets; correct?

A. Yes. That's part of what the Request for

Proposal says.

Q. And the Request for Proposal was

incorporated into the Contract; correct?

A. Yes, that is correct.

Q. So, as a contractual matter, the Contract

shifted the risk of obtaining all licenses and

permits necessary to carry out the construction work

to the Omega Consortium; correct?

A. Yes. We did the work, made the presentation

to each entity or agency, and it was up to each

Government agency to provide the corresponding

approvals.

Q. Okay. You complain--the Claimants complain

that the Municipality did not cooperate in helping

[Page 283]

Omega obtain permits and licenses; correct?

A. Yes, unfortunately it is.

Q. Could you turn to R-102 in the bundle that's

in front of you, please?

Are you there, sir?

A. Yes, I am.

Q. Have you seen this document before?

A. I'm reading it. I don't recall having seen

it before.

Q. Well, sir, one of the permits that was

required with respect to the Pacora Market was the

acquisition of a soil-use certificate; correct?

A. Yes, and something similar happened in the

Juan Díaz Project, and, in effect, we made the

Application, and we were able to obtain it through

the Municipality.

Q. So, you filed the application with the

Ministry of Housing for the use of--for the

acquisition of the soil-use certificate, and, as you

would have just read, this is a letter from the

Municipality to the Ministry of Housing offering

assistance in trying to obtain the soil-use

[Page 284]

certificate; isn't that correct?

A. Yes. That would appear to be the case. I'd

never seen this document before.

Q. I'm sorry, sir. I'm sorry. I had my

headphones off. Would you mind repeating your

answer, please?

A. That I was not aware of this document. I

may have seen it in the context of the case.

Q. Could you turn to Exhibit R-103, please?

A. Yes, I'm there.

Q. Have you seen this?

A. I may have seen it in the context of this

case.

Q. You, in fact, cite these documents in your

Second Witness Statement; isn't that correct? R-102,

the document that we just saw?

A. Yes, that is right.

Q. So, you did see them in the context of

preparing your Witness Statement; correct?

A. Yes. That's when I came to learn that this

was a step that the Municipality would have taken

four months after we had repeatedly sought its

[Page 285]

involvement.

Q. Okay. And in R-103, we see, actually, that

Mayor Blandón sent a letter to the Ministry of

Housing on behalf of Omega to try and obtain the

necessary certificate for the Project; correct?

A. Not on behalf of Omega. Recall that the

bidder was--or the one making the proposal was the

Municipality. We submitted all the information

relevant to the Project to the Municipality. The

Municipality, in turn, submitted it as the one

issuing the Request for Proposal. They were the ones

who then forwarded it to the Ministry of Housing and

Land Use, or territorial planning.

Q. Correct. They submitted it on behalf of

Omega. You understand, as we just discussed at the

outset, however, that the Contract put the

contractual responsibility for obtaining these

permits on Omega?

A. I repeat: We submitted the documentation in

a timely fashion, but we do not have authority to

approve. The one who had the power to secure some

involvement of the Ministry of Housing in a more

[Page 286]

timely fashion was the Municipality.

Q. Sir, can you turn to--before we do that,

this letter is dated October 13, 2014; correct?

A. Correct. Three months, four months after

they came into office and we had raised the matter.

Q. So, this is after President Varela took

office and after Mayor Blandón, who in your Witness

Statement you indicated was associated with President

Varela, took office; correct?

A. Yes, that is correct, and after a great deal

of effort. Correct.

Q. Just so we're clear about this, the

responsibility of Omega to obtain the licenses, can

you turn to R-99, please?

There are a couple pages of translations in

the front, but if you go to the first page of the

Spanish document, you'll see that this is the RFP for

the Municipality of Panamá Projects; correct?

A. Yes, that's right.

Q. If you turn to Page 38 of that document,

Section 3.8, there's an English translation of that

at the beginning.

[Page 287]

Do you see that, sir?

A. I'm at Page 38. I don't know where

specifically you'd like me to look.

Q. Paragraph 3.8, titled "Permits, Rules, and

Costs."

A. Yes, that's right. That's what it says, but

as I've tried to convey, Omega submitted all of the

documentation for this purpose in timely fashion.

There was no possibility because, if we could have

approved it ourselves, we would have done so.

Q. Now, Mr. López, with respect to the Payment

Applications on this Project, you complain--Omega

complains that none of the Payment Applications were

approved; correct?

A. Yes, that is correct.

Q. And a condition of approving the Payment

Applications would have been the approval of accepted

designs and blueprints; correct?

A. That would seem to be what was correct, but

on the other hand, the Juan Díaz Project was entirely

subjected with all of the documentation. It had the

same result, of not being approved.

[Page 288]

Q. Understood, but as a rule with--under this

Contract, whether it was Juan Díaz or Pacora, a

condition of having the Payment Applications accepted

was that there would have to be approved designs and

blueprints; correct?

A. Yes, that is correct, documents that had

already been submitted and that had been presented to

all the agencies.

Q. And the designs and blueprints could not be

approved without the requisite certificates and

permits?

A. That was the position of the office of the

Comptroller General, and, even so, everything was

submitted for the Juan Díaz Project, and it was held

up on that same point.

Q. Sir, just to make clear, Paragraph 142 of

your First Witness Statement, you acknowledge "the

lack of the certificate"--and this is the soil-use

certificate we're talking about--"prevented ANAM from

endorsing the plans for the Pacora Market, which, in

turn, blocked endorsement of payments by the

Comptroller General's Office"; correct?

[Page 289]

A. For the Pacora Project, it is right.

Q. Sir, could you turn to Exhibit C-695?

Are you there, sir?

A. Yes. I'm trying to take a look and get

familiar with the document.

Q. Have you seen this document before?

A. I believe I have.

Q. Can you turn to Page 4, please?

A. I'm there.

Q. Are you familiar with the table that is on

this page?

A. [Redacted]

[Redacted]

[Redacted]

Q. [Redacted]

[Redacted]

[Redacted]

[Redacted]

A. [Redacted]

Q. [Redacted]

[Redacted]

[Redacted]

[Page 290]

A. [Redacted]

[Redacted]

Q. [Redacted]

[Redacted]

A. [Redacted]

Q. [Redacted]

[Redacted]

[Redacted]

A. [Redacted]

Q. [Redacted]

[Redacted]

A. [Redacted]

Q. And at no point in time were the blueprints

and designs approved by the Comptroller General that

would have allowed for payment of these; correct?

A. No, that is not correct. The Office of the

Comptroller General does not approve blueprints.

That is the Inspector of the Municipality.

Q. I think you misunderstood my question, sir.

My question was that the blueprints and designs for

these projects had not been approved at any point

between September 2013 and September 2014; correct?

[Page 291]

A. We had submitted them to the Municipality,

to the fire department, to the health agency; all the

Government agencies. There was no such indication of

any breach or to be able to make the allegation with

respect to--well, to be able to not provide the

soil-use certificate with respect to Juan Díaz, and

also in relation to the Pacora Project.

Q. Mr. López, my question was much simpler than

that. It was really a question of whether, at any

point between September 2013 and September 2014, the

designs and blueprints had been approved.

Yes or no?

A. All of those documents had been submitted to

the relevant agencies.

Q. And the relevant agencies had not approved

them; correct?

A. They had limited the approval to obtaining a

soil-use certificate that had been submitted in

timely fashion repeatedly, with follow-up to the

Municipality, and without getting any response.

Q. Okay. So, just to be clear, if we turn to

Page 3, Items Number 10 and 11, the Pacora blueprints

[Page 292]

are pending approval; the Juan Díaz blueprints are

pending approval.

So, as of the date of this Report, which

postdates, obviously, the filing of these Payment

Applications, the blueprints for both the Juan Díaz

and Pacora Markets were pending approval?

A. Nowhere does it say that item number 10 is

not the blueprints, rather it's the soil use

certification, for which all the information had been

submitted. And then item number 11 says the easement

was okay. All of this is submitted on behalf of the

Omega Consortium.

Q. Correct. It does.

So, sir, from September of 2013 through July

of 2014, the Comptroller General who was not

approving your Payment Applications was the

Comptroller General under the Martinelli

Administration; correct?

A. No, that is not correct.

Q. Sorry. You're stating it is not correct

that from September of 2013 until June of 2014, the

Comptroller General of Panamá was part of the

[Page 293]

Martinelli Administration?

A. No, I'm not saying that. What I am saying

is that they were not approved, even though we had

repeatedly submitted all of the documentation that

had been requested of us.

Q. Understood. It was clear.

PRESIDENT SHORE: I think we've got the

point. Thank you, Mr. Ryan.

MR. RYAN: Understood.

BY MR. RYAN:

Q. Mr. López, I'd like to talk now about the

INAC Project. This was for the construction of the

Ciudad de las Artes facility; correct?

A. Yes, that is correct.

Q. And INAC hired a company called Sosa

Architects to be the Project Inspector on this

project; correct?

A. Yes, that is right.

Q. And as the Project Inspector, what did you

understand Sosa's responsibilities to include?

A. Sosa represented the owner in the day-to-day

activity to see to sound implementation of the

[Page 294]

Contract, including financing, design, construction,

and equipment for the Ciudad de las Artes Project.

Q. Can you turn to Exhibit R-41, please?

If you turn to Page 2 of this document,

which is the Contract between the Municipality and

Sosa, it sets out the scope of Sosa's work in the

bullet points that are listed on Page 206: Supervise

the proposed general work, supervise execution of the

civil works, supervise quality control.

A. Excuse me? What page are you drawing my

attention to specifically?

Q. Page 206.

A. Thank you.

Q. This document provides the scope of services

that Sosa was to provide on this Project, and

supervise the proposed general work plan, supervise

execution of the work, supervise quality control,

supervise technical assistance services, contract

administration, scope management, time management,

resource management, cost management, quality

assurance, quality control.

Is this consistent with your understanding

[Page 295]

of Sosa's responsibilities?

A. Yes. In general terms, yes.

Q. And on a day-to-day basis if Sosa observed

something that was out of compliance with

specification or unsafe or otherwise was not in

compliance with the Contract plan, they had the right

to ask Omega to correct it; isn't that true?

A. Yes, clearly.

Q. Sir, can you turn to R-44, please? This is

a September 2, 2014, letter from Sosa Architects from

Ms. Buendia to Luis Pacheco.

Mr. Pacheco was the Project Manager on this

Project; is that correct?

A. Yes, that is right.

Q. And I note that you are not copied on this

document, but have you seen this before?

A. I might not have been officially copied, but

Buendia could have sent it to me directly or Pacheco

as well.

Q. So, have you seen this before?

A. Yes, that's right, I have.

Q. So, in this letter, Ms. Sosa, or Ms. Buendia

[Page 296]

is saying that: "We are hereby contacting to you

request, once again, that you formally advise us as

to the date when the construction work will resume

its pace, since today we counted only 38 workers,

which is not an optimal number for execution of the

construction works."

Sosa is raising a concern about your

staffing on this Project; isn't that correct?

A. Yes, that is what the letter says.

Q. And so, Ms. Buendia's concerns dated back to

July 31 of 2014; correct?

A. Yes. As of that date in 2014, we had put

forth a number of positions and made a number of

requests, and the final response have to do with

approval of the blueprints so that we could then

carry it out in timely fashion. In this letter, she

raises the concerns about staffing but leaves out

what, for us--well, she alleges there's a certain

optimal number, but we have to have a relevant

response for the work that we're doing at that time.

Q. Okay. Can you turn to R-45, sir? This is a

September 5, 2014, letter from Omega to Ms. Buendia.

[Page 297]

Have you seen this letter before?

A. Yes, correct.

Q. And this is Omega's response to the letter

that we just saw. It states in the first sentence

that--or second sentence: "In response to your

letter dated September 2, 2014, expressing your

concern over the number of employees, we wish to

remind you of and, once again, clarify the

following."

A. I'm aware of this, yes.

Q. So, in the first bullet point, you say: "As

we have told you on several occasions, this is a

direct consequence"--"this" being a reduction in the

number of employees--"is a direct consequence of the

administrative measures that we have been forced to

take due to the lack of answers and delay with

respect to progress payment accounts submitted to

date"; correct?

A. That's correct. This is part of why I

indicated to you before.

Q. Sir, there are no provisions in the INAC

contract with Omega that would allow Omega to reduce

[Page 298]

the workforce due to delays in payments; correct?

A. My best recollection is that there is a

provision that establishes the procedure to address

this matter, and it establishes a certain period of

time for them to either approve or not approve. I

understand that the Ciudad de las Artes Contract is

part of this file of this case.

Q. That's correct, but you were overseeing

Panamá. You have said in your Witness Statements

that you were responsible for all activities in

Panamá and all projects, and you stated that you were

part of the bidding process so, therefore, familiar

with the contracts.

My question, sir, is not about whether there

is a procedure in the Contract by which Omega - by

which INAC is supposed to approve payments. My

question is specifically whether there is a provision

in the Contract that gives Omega the right to reduce

its workforce in the event of delayed payments?

A. Again, the reason why Omega had to reduce

the number of employees is that--

MR. RYAN: Mr. President, I'm going to ask

[Page 299]

him to.

PRESIDENT SHORE: So, remember the deal we

had yesterday, Mr. López. If you answer, then you

explain, it will be much more efficient. So, I would

definitely make sure you have a chance to explain,

but, first, please focus on the precise question that

Mr. Ryan has asked you.

THE WITNESS: Understood. My apologies.

BY MR. RYAN:

Q. Do you need me to repeat the question, sir?

A. Please and my apologies.

Q. Is there a provision in the Contract between

INAC and the Omega Consortium regarding the Ciudad de

las Artes Project that allows Omega to reduce its

workforce as a result of delayed payments?

A. No, there is none. Having established that,

there are obligations from both Parties in the

Contract that require that the Parties develop things

in an opportune manner for us to be able to perform

under the Contract.

Q. Okay. Sir, if you look at the fifth bullet,

"based on our attorneys' recommendation, the

[Page 300]

personnel are hired in a timely manner based on

project phase."

Were your attorneys recommending that you

reduce staffing at this point?

MS. GORSLINE: Mr. President, if I may just

lay down the marker that I don't--I just want to make

sure we are not going into any attorney-client

privilege here, that's all.

MR. RYAN: The letter specifically states

"based on attorneys' recommendation," so he's put

that concept into question. He's thrown the

attorneys' recommendations into issue.

MS. GORSLINE: He's saying they sought

counsel. But you're asking him specifically what

counsel told him, and that's a different matter.

PRESIDENT SHORE: Thank you both. I'm not

sure a lot hangs on it. Why don't you move on to

another question?

MR. RYAN: Understood.

BY MR. RYAN:

Q. So, if we could move to the next bullet:

"The change in work execution strategy and opting to

[Page 301]

rescind a subcontract has never resulted in a breach

of Clause 45.7. For this purpose, we have submitted

a recovery plan."

Do you see that, sir?

A. Yes, correct.

Q. "Rescind a subcontract." You terminated a

subcontractor; is that correct?

A. Yes, that's correct.

Q. Which subcontractor was that?

A. Arco.

Q. And why did you terminate Arco?

A. Arco very early after the result of the

elections had told us that it did not wish to proceed

with the Contract any longer because, in its

understanding, it had information that the Project

was going to be persecuted by the new administration.

Q. There's no documentary evidence in the

record of this case substantiating Arco's position;

correct?

A. No. That was one of the set of discussions

that we had with the owner of the company, Anastasio

Ruiz.

[Page 302]

Q. So, when Arco came to you and effectively

said they were going to abandon the Project and you

fired them, did you take any legal action against

Arco?

A. They didn't say that they were going to

abandon the Project. We simply came to a mutual

understanding that indicated that they no longer

wished to be part of the project, and we tried to

persuade them. We made efforts in that regard. And

Mr. Rivera and I understood that, well, if someone

didn't want to work hand in hand with us, then we

opted to terminate the Contract.

Q. How many employees did Arco have working on

the Project?

A. It all depends on the stage of the Project,

of the phase the Project was in. Perhaps it could go

from 50 to 100 to 150.

Q. And when Arco left, that obviously created a

significant gap in the personnel that were able to

work on the Project; right?

A. No, because we had practically set up a

transition plan. And labor law in Panamá, when it

[Page 303]

comes to staffing, indicates that employees have to

acquire a number of benefits. That is why some phase

contracts were drafted for the employees and when

they were finalizing the phase already established

with us, they were liquidating personnel, and we were

injecting, recruiting personnel from our company

directly, new labor or engineers in an opportune

manner according to the approvals we had at the time.

Q. And, sir, I think you said in your Second

Witness Statement that you, in fact, injected 64

people into the Project in the beginning of

September 2014; is that correct?

It's Paragraph 36 of your Second Witness

Statement.

A. Yes, that's correct.

Q. So, Omega is part of--and you note this in

that bullet point where you talk about the rescission

of the subcontract. You say that you submitted a

recovery plan. Can you turn to the page with Summary

of Work, Annex B, in R-45? It is three pages beyond

the page that we were just looking at.

A. Correct.

[Page 304]

Q. And is this the staffing proposal that you

made as part of the recovery plan?

A. Yes, correct. As you indicated in

connection with the letter, well, Sosa started to

write insistently with a number of concerns in

connection with the Project. We communicated to it

that we needed a timely response by INAC or on their

behalf, in connection with the different approvals,

apart from the advance payments. There were other

issues such as--

Q. Again, we're going to allow you to explain,

but the answer you were just giving is completely

unrelated to my question as to whether this was the

staffing proposal for the recovery plan that you

submitted.

A. Correct. What I wanted to explain to you, I

was trying to explain to you, the context in which

this document was prepared. My apologies.

Q. Under this staff proposal, there was an

increase in the number of employees over the course

of time between September and the end of October;

correct? From 70 to 115?

[Page 305]

A. When we did that, that was based on a

projection in connection with work on the basis of

the fact that we were going to get an approval on

side B, we had to build a metal structure. For us to

build a metal structure, we needed to get an

approval. Although we submitted the proposal, the

approval was never signed off on.

Q. Sir, if we could take a look at

Exhibit C-797.

A. I'm there.

Q. Are you familiar with this document, sir?

A. My understanding is that this is a

spreadsheet of the Project.

Q. Right. My understanding is this is a

biweekly payroll spreadsheet for the Ciudad de las

Artes Project for the period October 27 to

November 9, 2014?

A. That's correct.

Q. And each of these individuals that is listed

in this table is an employee who is being paid for

work that was done on Ciudad de las Artes Project.

If we look at Page 3 of this table, [Redacted]

[Page 306]

[Redacted]

[Redacted]

[Redacted]

[Redacted]

A. That was the projection that we had. In

order to meet that projection, we needed some

approvals. This is different from reality.

Q. Okay. If we go back to R-45, sir, if you

look at Page 2 of the letter and if we go to the

second to last paragraph, there's a sentence that

says: "As the progress payment accounts are settled,

we will be in a position to proportionally inject the

necessary funds and personnel according to the work

plan to make up the lost time."

Do you see that?

A. It is not on the second page, at least in

the version that I'm looking at. I haven't found it.

Q. R-45. Page 2. The paragraph that I'm

referring to starts with "we reiterate our

commitment." It's about halfway down the page.

A. I found it, yes. Correct.

Q. You see the sentence that says: "As the

[Page 307]

progress payment accounts are settled, we will be in

a position to proportionally inject the necessary

funds and personnel according to the work plan to

make up lost time."

Do you see that?

A. I do, correct.

Q. So, Mr. López, I just have one last

question. In each of your Witness Statements at the

end, right above your signature, you make a statement

about a declaration of truth, that the facts and

matters declared in your Statement come from your

knowledge or belief and that the facts declared in

the Statement are true and correct.

Do you see that?

A. Yes, that is correct.

Q. And your affirmation of the truth and

correctness of your Witness Statements applies to

both the text and the exhibits that you cite in

support of your text; correct?

A. Yes, correct. That's my interpretation of

the documents, that I'm not the one who prepared

them, correct.

[Page 308]

Q. Mr. López, thank you.

MR. RYAN: Mr. President, I don't have any

other questions.

PRESIDENT SHORE: Thank you, Mr. Ryan.

As discussed, Ms. Gorsline, if it's still

okay with you, the Tribunal will ask some questions.

MS. GORSLINE: Yes, Mr. President.

PRESIDENT SHORE: Thank you very much.

QUESTIONS FROM THE TRIBUNAL

ARBITRATOR DOUGLAS: Good morning,

Mr. López.

It may be more efficient if counsel from one

of the legal teams assists Mr. López with documents

because I don't know where they are in his bundles.

(Comments off microphone.)

ARBITRATOR DOUGLAS: The first document I

just wanted to go to is C-557.

MR. RYAN: Mr. López, I don't believe it's

in those bundles. It will be handed to you.

ARBITRATOR DOUGLAS: So, this is an email

chain between you and your lawyer in relation to the

Purchase Agreement for the land. And I'll start at

[Page 309]

the bottom of the email chain. I'll look at English,

and I suspect you'll look at the Spanish.

And you say in the first email, which is on

the 22nd of April 2013, and you're writing to Ansa,

the lawyer, and you say: "[Redacted]

[Redacted]

[Redacted]

[Redacted]"

Do you see that?

THE WITNESS: Yes, correct.

ARBITRATOR DOUGLAS: Is it fair to infer

from that, that the first version of the agreement

came from you or from Ms. Reyna?

THE WITNESS: Yes, correct. Ms. Reyna

delivered to me the draft document that she was

proposing.

ARBITRATOR DOUGLAS: Okay. And then we go

up the chain and it says--she responds to you saying:

"[Redacted]

[Redacted]

[Redacted]

And then your response to that, again, on

[Page 310]

April the 24th is: "[Redacted]

[Redacted]

[Redacted]"

And I should have said in the very first

email you said: "[Redacted]"

Do you recall why you are in such a hurry at

that point to get this finalized?

THE WITNESS: Yes. We had held discussions

for about two months, and I had received a question,

an update from Mr. Rivera, where he was asking me

about a follow-up on the land matter, and he said

that he was not happy with the timeline that we had

used to deal with this matter, that it needed to move

along.

ARBITRATOR DOUGLAS: Okay. So, then we go

to the final email on this chain, and it is dated the

25th of April. We're in the afternoon. And this is

an email from you to Mr. Rivera, and it says: "I'm

attaching the Contract with the law firm's comments.

Let me know if I should sign it or if we should send

a draft to the other party."

I just wanted to ask you, when do you recall

[Page 311]

that the Contract was actually signed? I mean,

presumably it was sometime after this.

THE WITNESS: Yes, correct.

ARBITRATOR DOUGLAS: Do you remember exactly

when it was signed?

THE WITNESS: My understanding is that that

happened at the end of April.

ARBITRATOR DOUGLAS: Do you remember the

exact date?

THE WITNESS: I don't know if that is in

this document. Off the top of my head, I don't know.

ARBITRATOR DOUGLAS: But according to your

best recollection, it was a few days after this

email, the end of April?

THE WITNESS: Yes, correct.

ARBITRATOR DOUGLAS: And how was it signed?

Were you at the--were you physically at the place

where it was signed?

THE WITNESS: No. Oscar asked me to make a

few comments. I sent those to Ana Graciela, and she

was going to do everything necessary to arrange the

signature issue and then to send everything to Reyna.

[Page 312]

ARBITRATOR DOUGLAS: Okay. Are you aware of

when the payment was made in relation to this

transaction, the first payment?

THE WITNESS: My understanding is that it

was almost simultaneously, practically speaking.

ARBITRATOR DOUGLAS: Well, you said just

before that you thought this Contract was signed at

the end of April. In fact, that the payment that was

made under the Contract was on this day, the 25th of

April?

THE WITNESS: I don't remember the month.

ARBITRATOR DOUGLAS: So, was the payment

made before the Contract was signed?

THE WITNESS: My understanding is that this

was practically a simultaneous matter.

ARBITRATOR DOUGLAS: Are you aware that,

under the Contracts, that the first payment had to be

made within 10 days?

THE WITNESS: That's my understanding, yes.

ARBITRATOR DOUGLAS: So, you really were in

a rush because we see that you are still negotiating

or drafting the Contract on the 25th of April, and

[Page 313]

payment is made on that very day, even though it is

only required to be made within 10 days of signing

the Contract.

THE WITNESS: I don't know the exact date

where the payment was made, but if you say that it

was made on that date, that's fine by me.

ARBITRATOR DOUGLAS: Okay. Do you recall

that there was an addendum made to the Contract?

THE WITNESS: Yes, correct.

ARBITRATOR DOUGLAS: And if you want to

refresh your memory, you deal with it at Paragraph 91

of your First Statement, if you want to look at it.

You don't have to if you don't want to, but I just

wanted you to make sure that you had the right spot.

Were you involved in drafting the addendum?

THE WITNESS: No. Basically, this was a

series of discussions that I held with Ms. Reyna.

She was insistent that the extension be formalized

because she was unable to fulfill part of the

agreement to be able to free up the lien that the

mortgage had. She indicated that, according to her,

this was outside of her control and there were delays

[Page 314]

1 in the work, and that's what she had indicated to us.

2 ARBITRATOR DOUGLAS: Well, let's take a look

3 at the addendum. It is at C-374, if we could get

4 that.

5 Now, if you look at the addendum in the

6 first recital, it talks about the previous contract

7 that was signed, and it says it was signed or it's

8 dated the 2nd of April 2013.

9 THE WITNESS: Correct.

10 ARBITRATOR DOUGLAS: But we just--when we

11 were just looking at your email chain with your

12 lawyer, you seemed to think that the Contract must

13 have been signed in late April.

14 THE WITNESS: That is correct.

15 ARBITRATOR DOUGLAS: Is it possible that

16 this date is wrong?

17 THE WITNESS: My best recollection is that

18 since the document was not signed with both Parties,

19 she signed it, she sent the signed copy, and it was

20 executed with the other Party, so they were not

21 together in the same place. And I don't know if

22 there was a mistake at the time of drafting. This

[Page 315]

1 document was drafted and prepared by Ms. Reyna.

2 ARBITRATOR DOUGLAS: Do you recall when you

3 were interviewed by the investigator in relation to

4 the Justice Moncada Luna situation? The investigator

5 showed you the Agreement, the original Purchase

6 Agreement, and he also said that it was dated the

7 2nd of April 2013.

8 Do you recall that?

9 THE WITNESS: Are you referring to my

10 interview before the National Assembly?

11 ARBITRATOR DOUGLAS: I think before the

12 investigator afterwards. We'll have a look at it.

13 It is at C-888. Page 6. It's on Page 5 as well.

14 You'll see from the questions that you're being asked

15 that a date is given, the 2nd of April 2013.

16 So, the person interviewing you seems to

17 have a version of the Agreement in front of him where

18 it's dated the 2nd of April 2013.

19 THE WITNESS: I apologize. Are we at

20 Page 26?

21 ARBITRATOR DOUGLAS: No, Page 5 and Page 6.

22 And that's the pages at the bottom of the document.

[Page 316]

1 (Comments off the microphone.)

2 ARBITRATOR DOUGLAS: It's 22 in the Spanish

3 version, I'm being told.

4 THE WITNESS: Yes. Go ahead.

5 ARBITRATOR DOUGLAS: Did you see the

6 document that was being talked about by the

7 investigator with the date of the 2nd of April 2013?

8 THE WITNESS: Yes, I do see the document.

9 Unfortunately, I did not have access to this

10 document. It was not until this proceeding when I

11 had the opportunity to interview with the

12 investigator. I was never shown the document for me

13 to make a comment. And after that, when I read it, a

14 couple of things seemed confusing or I do not recall

15 them the way they are drafted.

16 ARBITRATOR DOUGLAS: But you're aware that

17 the version of the Contract that we have is not

18 dated. It just has April 2013.

19 THE WITNESS: Yes, that is correct.

20 ARBITRATOR DOUGLAS: Is it possible that

21 when the Contract was signed, it was backdated to the

22 2nd of April 2013?

[Page 317]

1 THE WITNESS: I don't have any reasons to

2 get to that conclusion. I don't know if that was at

3 the time of writing the date, but as of the 22nd, I

4 was not authorized by Mr. Rivera.

5 ARBITRATOR DOUGLAS: You weren't authorized

6 to sign it?

7 THE WITNESS: Yes, indeed. I think it was

8 the 22nd or the 25th, as we previously discussed, but

9 definitely I would not have signed without the

10 consent of Mr. Rivera.

11 ARBITRATOR DOUGLAS: But you didn't sign the

12 document?

13 THE WITNESS: No. I gave instructions or

14 coordinated the signing of the document, but it was

15 when I was authorized by Mr. Rivera, or whenever he

16 made any comments or observations he had to make.

17 ARBITRATOR DOUGLAS: And that was some time

18 after the 25th of April?

19 THE WITNESS: As I mentioned before, I think

20 it was towards late April.

21 ARBITRATOR DOUGLAS: Okay. If we go back to

22 your Witness Statement at Paragraph 91 when you talk

[Page 318]

1 about the addendum, and there's a footnote, and you

2 refer to the reason for the addendum. This is

3 Footnote 67.

4 Do you see that?

5 THE WITNESS: Correct.

6 ARBITRATOR DOUGLAS: You see that the email

7 that is referred to there is dated 7 July 2015, so

8 it's a number of years after the addendum.

9 THE WITNESS: Would it be possible to have

10 access to the document?

11 ARBITRATOR DOUGLAS: Of course. It is

12 C-203. So, it looks like this is some sort of a

13 title search which is being done, but it's being done

14 in July 2015.

15 Do you see that?

16 THE WITNESS: That is correct.

17 ARBITRATOR DOUGLAS: So, was a similar title

18 search done in 2013 when the addendum was signed?

19 THE WITNESS: I understand that Ms. Reyna,

20 after having several conversations with me and in an

21 attempt to try to maintain the agreement alive, opted

22 to give me that version of the document, left it at

[Page 319]

1 the office, so that I could coordinate the signing,

2 with the authorization of Mr. Rivera. That did not

3 take place because back then Mr. Rivera did not agree

4 with the way things were.

5 Later on he told me that he was going to have

6 some verifications. I don't know if that was--

7 ARBITRATOR DOUGLAS: I mean, we can see

8 that, in July 2015, there's a mortgage that is still

9 registered on the land. So, we know that as of 2015,

10 but did you check whether that was the case in 2013,

11 in September, when the addendum was prepared?

12 THE WITNESS: Correct. Back then I

13 understand that I had not done that yet.

14 ARBITRATOR DOUGLAS: So, you signed the--or

15 someone signed the addendum in 2013, and then you

16 only checked in 2015?

17 THE WITNESS: In 2013, we received the

18 addenda, but it was not executed by the other Party.

19 ARBITRATOR DOUGLAS: That I understand, but

20 the problem, if I understand where the transaction

21 is, that the mortgage or the lien was still on the

22 property.

[Page 320]

1 So, how did you check in 2013 whether or not

2 the lien was still registered on the property?

3 THE WITNESS: I understand that that

4 verification must have been done timely. Back then I

5 didn't do it personally. I may have discussed it

6 with Mr. Rivera or with Ms. Graciela.

7 ARBITRATOR DOUGLAS: When you eventually

8 negotiated the transaction in 2013 in April, did you

9 check for any encumbrances on the property at that

10 point in time? Did you do a title search?

11 THE WITNESS: Yes. INAC had already given a

12 copy of the document stating that there was an

13 encumbrance.

14 ARBITRATOR DOUGLAS: Were you a bit

15 surprised by the encumbrance? Because Ms. Reyna says

16 that she offered you the property in mid-2012. And

17 we see, from this document at least, that there was a

18 mortgage registered on the 15th of February 2013.

19 THE WITNESS: I don't recall that that was

20 in 2012.

21 ARBITRATOR DOUGLAS: Well, do you want to

22 look at the email that she sent you after she gave

[Page 321]

1 testimony? It's at C-210. And you see there in the

2 first paragraph, it says--and this is a letter to

3 you--"I offered you the real estate property, a real

4 estate property in the middle of 2012."

5 THE WITNESS: That is correct. That's what

6 the email says, but the email was not prepared by me,

7 and I do not recall that.

8 ARBITRATOR DOUGLAS: When you looked at

9 title search in April 2013, did you see the value of

10 the original purchase of the land?

11 THE WITNESS: I understand I did.

12 ARBITRATOR DOUGLAS: And it didn't concern

13 you that it was for a much, much smaller amount than

14 what you were negotiating with Ms. Reyna?

15 THE WITNESS: Unfortunately, that's the way

16 the real estate market works.

17 ARBITRATOR DOUGLAS: Do you remember what

18 the original transaction price was?

19 THE WITNESS: No, I do not. But I know that

20 one of the reasons why Oscar was insisting so much

21 was because the valuation of the area was increasing.

22 ARBITRATOR DOUGLAS: Did you at that time

[Page 322]

1 check whether Ms. Reyna had the authority to sell the

2 land?

3 THE WITNESS: Yes. You would understand

4 that part of the file also requires a Power of

5 Attorney from JR Investment, I think.

6 ARBITRATOR DOUGLAS: And you were given a

7 copy of that Power of Attorney?

8 THE WITNESS: It was with the record that we

9 had with us at the office.

10 ARBITRATOR DOUGLAS: But it's not attached

11 to the Contract?

12 THE WITNESS: There might not be a copy

13 because of the way things were done in Panamá, but

14 back then we checked and it existed. It was correct.

15 ARBITRATOR DOUGLAS: And was it a general

16 Power of Attorney, or was it a Power of Attorney

17 specific to this transaction?

18 THE WITNESS: It was a general Project that

19 included the plot.

20 ARBITRATOR DOUGLAS: So, the general Power

21 of Attorney or a Power of Attorney that was specific

22 to this particular transaction?

[Page 323]

1 THE WITNESS: I understand that it was

2 general and it referred to the property. But it was

3 signed by the American lady. I don't recall her

4 name.

5 ARBITRATOR DOUGLAS: And on the--on your

6 side, who was the person that signed on behalf of

7 Mr. Rivera?

8 THE WITNESS: I understand that it was an

9 employee with IGRA, the corporate law firm for the

10 Consortium.

11 ARBITRATOR DOUGLAS: And who was

12 representing Punela?

13 THE WITNESS: Yes, that is correct.

14 ARBITRATOR DOUGLAS: And when did Mr. Rivera

15 have control over Punela? Is that something that you

16 knew at the time? Were you aware that it was his

17 Company, or did you take any steps to familiarize

18 yourself with that?

19 THE WITNESS: Well, Punela was created in a

20 way similar to the creation of companies by

21 Mr. Rivera in other jurisdictions such as in Puerto

22 Rico. The corporation is created and then it acts as

[Page 324]

1 custodian or owner of the Property.

2 ARBITRATOR DOUGLAS: But when did he come to

3 own Punela?

4 THE WITNESS: From the moment it was

5 created. It was created as its own Company. It was

6 its own Company. This is his own Company.

7 ARBITRATOR DOUGLAS: But the document we

8 have says that it's the same Luis Montaño who owns

9 Punela, at least in January or February 2013. So, it

10 seems that the Company was created by that

11 individual, and I'm just wondering whether at some

12 point Mr. Rivera obtained the Company from Mr. Luis

13 Montaño?

14 THE WITNESS: Mr. Luis Montaño was never the

15 owner. Yes, a legal representative, but at all times

16 the Company is or was--I don't know if it's still

17 registered, but Mr. Rivera has been the only owner of

18 that corporation.

19 ARBITRATOR DOUGLAS: Maybe I misunderstood

20 the document, but could we have a look at C-77?

21 When you look at the Shares--

22 (Comments off microphone.)

[Page 325]

1 ARBITRATOR DOUGLAS: Sorry, 77. Yeah. It's

2 only in Spanish, but if you look at--

3 SECRETARY KETTLEWELL: Correction to the

4 interpreter, it is 77. 377.

5 ARBITRATOR DOUGLAS: No, no. 77. Just 77.

6 SECRETARY KETTLEWELL: C-77.

7 ARBITRATOR DOUGLAS: Yeah.

8 THE WITNESS: Yes.

9 ARBITRATOR DOUGLAS: And you see that there

10 are two shareholders, and one of them is Luis

11 Montaño, who is the person who signed the Purchase

12 Agreement, and Ita Rodriguez. So, I just wanted to

13 know whether, to your knowledge, after this date,

14 which is in January 2013, Mr. Rivera acquired this

15 Company.

16 THE WITNESS: I understand that the

17 documents or the Shares--I don't know if they are to

18 bearer, but I understand that they were under the

19 custody of Mr. Rivera.

20 He has never been an official of the corporation

21 or doesn't show to be an official of the corporation,

22 but that is the situation.

[Page 326]

1 ARBITRATOR DOUGLAS: Well, could we have a

2 look at C-559? This may or may not refresh your

3 memory. And this is an invoice from Omega to your

4 lawyers, and it says "Punela Development Corporation,

5 Re: instructions from May 6, 2013, Company is

6 acquired."

7 I was wondering if around that time,

8 perhaps, the Company was acquired by Omega or

9 Mr. Rivera.

10 THE WITNESS: Based on my knowledge, I don't

11 think the date, the accurate--the date on the invoice

12 is as accurate as the date we see in the email chain,

13 but I don't know that there was any later document.

14 Mr. Rivera is the bearer of those Punela Shares, even

15 though it is not in the record.

16 ARBITRATOR DOUGLAS: So, do you recall what

17 this instruction from May 6, 2013, is about?

18 THE WITNESS: I would think that this was a

19 typo here in the invoice, because as of April 22,

20 based on the email we just saw, Ms. Medina was

21 instructed to acquire the corporation.

22 ARBITRATOR DOUGLAS: Do you recall when we

[Page 327]

1 just looked at Ms. Reyna's email to you, she said

2 that she offered you the property in mid-2012.

3 Do you remember that?

4 THE WITNESS: Yes, I do recall I read that.

5 ARBITRATOR DOUGLAS: Do you know--are you

6 aware that Ms. Reyna testified to the investigators

7 that it was Mr. Corcione, Nicolas Corcione, who set

8 up the meeting between Ms. Reyna and yourself in

9 mid-2012 concerning this property?

10 THE WITNESS: Yes, I do have knowledge of

11 the statement by Ms. Reyna, but I do not know why she

12 says that.

13 ARBITRATOR DOUGLAS: Well, perhaps we can

14 have a look at it. It is C-89. And just to be

15 clear, Nicolas Corcione was another bidder on the

16 Contract; is that correct?

17 THE WITNESS: Yes, that is correct.

18 ARBITRATOR DOUGLAS: The La Chorrera

19 Contract--sorry, I completely forgot its name--which

20 was awarded to you in November 2012.

21 THE WITNESS: Yes. That's right, with

22 respect to La Chorrera, correct.

[Page 328]

1 ARBITRATOR DOUGLAS: So, Ms. Reyna is

2 saying--this is the bottom of Page 14--I hope it's

3 the same in the Spanish. There are some interesting

4 things she says about the Trump Tower Beach Resort,

5 which we can probably skim over, but then at the

6 bottom, the questioner is referring to a previous

7 statement that Ms. Reyna gave, and it says: "You said

8 in this statement that Mr. Corcione was the person

9 who in mid-2012 referred you to a Buyer for the

10 property in Cañas, so that you could pay J.R. Bocas

11 Investment's debt to Ricardo Calvo.

12 So, J.R. Bocas Investment is the Company

13 selling the land, isn't it?

14 THE WITNESS: Yes, that is right.

15 ARBITRATOR DOUGLAS: And were you aware that

16 it had a debt to Ricardo Calvo?

17 THE WITNESS: No, that was not indicated to

18 me. My understanding is that Ms. Reyna was confused

19 about the dates, because once I met her in 2012 it

20 was long before she offered the property. It was at

21 the beginning of 2013 that I approached Ms. Reyna

22 based on information that we had.

[Page 329]

1 ARBITRATOR DOUGLAS: In relation to Ricardo

2 Calvo, he was someone who was implicated in the

3 situation with Justice Moncada Luna.

4 That's correct, isn't it?

5 THE WITNESS: Yes, according to the record,

6 that's correct.

7 ARBITRATOR DOUGLAS: So, the Statement goes

8 on: "And he referred you to some people who had

9 offices next to the building where your office was

10 located, that these people were from a multinational,

11 Omega, and you handed over the sales purchase

12 Agreement to Mr. Corcione for his signature and that

13 he himself took charge of managing the payments that

14 were deposited into your account."

15 However, in your First Statement you said

16 that you met Mr. Frankie Lopez in a restaurant in the

17 Esplendor Building and that they were the ones who

18 asked you if you had any property for sale, and that

19 is how you came to offer them the property in Cañas.

20 And you ask, "can you explain why your

21 Statements are different in this regard." And the

22 Response from Ms. Reyna is "Mr. Corcione did not go

[Page 330]

1 to the meeting. He referred me. I want to clarify

2 that the meeting I had with Mr. Frankie Lopez in the

3 Esplendor in mid-2012 was set up by Mr. Nicolas

4 Corcione, but he didn't attend it."

5 Can I just ask you to respond to that? Did

6 Mr. Nicolas Corcione set up the meeting between you

7 and Ms. Reyna?

8 THE WITNESS: No, that is not correct. I

9 don't know why Ms. Reyna says that, but my--the first

10 time I met Ms. Reyna was entirely by chance at the

11 restaurant or the bar of the Esplendor, but I've

12 never discussed that transaction with Mr. Nicolas

13 Corcione or anything related to that Project.

14 ARBITRATOR DOUGLAS: Do you know

15 Mr. Corcione well?

16 THE WITNESS: I had just been introduced to

17 him and we ended up coinciding at a number of

18 meetings, but I have no sort of relationship or

19 commercial conversation with Mr. Corcione.

20 ARBITRATOR DOUGLAS: Thank you very much for

21 your answers. That's very helpful.

22 PRESIDENT SHORE: Mr. López, just a question

[Page 331]

1 about one of the exhibits that Mr. Ryan showed you.

2 I just wanted to ask you about R-45. And you've

3 already answered some questions about this exhibit.

4 THE WITNESS: Please go ahead,

5 Mr. President.

6 PRESIDENT SHORE: Thank you.

7 So, that first bullet point on Page 1

8 references delays in progress payment accounts

9 submitted to date. And I think you already talked

10 about this; is that right?

11 THE WITNESS: Yes, that is right.

12 PRESIDENT SHORE: And in the second bullet

13 point, you say at this--at the moment--and the date

14 of the letter is September 5, 2014. "At the moment

15 we're owed [Redacted] and so on. See the account

16 summary attached as Annex A, all paperwork has been

17 prepared in strict compliance with price in terms of

18 payment."

19 Are you with me?

20 THE WITNESS: Yes, I do.

21 PRESIDENT SHORE: I just want to ask you to

22 help me with Annex A, which is at Page 3, and with

[Page 332]

1 the amounts and dates.

2 So, it's better if you explain it, rather

3 than I do, so for each month there is an invoice

4 associated with that month and then there's the date

5 of the invoice.

6 Do I have that right?

7 THE WITNESS: Yes, that's right.

8 PRESIDENT SHORE: And so, there are amounts

9 for [Redacted]

10 with invoice numbers, and then if you move over to

11 the side, the totals, there's a total invoice, and

12 there is relatively small amounts for [Redacted]

13 [Redacted], but then there are large amounts;

14 right? [Redacted] Am I reading that

15 correctly?

16 THE WITNESS: Yes, that's right.

17 PRESIDENT SHORE: And all of those amounts

18 are unpaid; right? Because they are part of the

19 [Redacted]. There's a withholding, but they are part

20 of the sum that you're referring to in progress

21 payments unpaid; correct?

22 THE WITNESS: Yes, that is right.

[Page 333]

1 PRESIDENT SHORE: And then if you look at

2 [Redacted], which are also, as I

3 understand it, part of the amounts unpaid, there's

4 [Redacted], but there aren't

5 invoice numbers associated with those amounts.

6 But they are amounts that had been invoiced,

7 or is--were not?

8 THE WITNESS: If I may, I could give you a

9 somewhat more open-ended explanation for the benefit

10 of the Panel.

11 The first three items are balances that

12 correspond to the ITBMS line item. That was

13 something that was not part of the financing

14 Agreement with Credit Suisse, and these are payments

15 that were being made directly by the INAC. Even

16 though we invoiced 100 percent of that item, they

17 would disburse 50 percent to us and the other

18 50 percent went directly to the State. It's a

19 transaction between a government agency in between.

20 The procedure was as follows: We, monthly, would

21 prepare a statement. Now, unfortunately, we haven't

22 discussed this during my deposition. Once the account

[Page 334]

1 with all the activities that were signed and all the

2 components from inspection, to the INAC, to the

3 Office of the Comptroller General, it would be signed

4 and approved. Once it was approved and signed, then

5 the invoice would be generated. You'll note that all

6 of these invoices with numbers are signed by all the

7 Parties, including by Sosa and representatives of the

8 Office of the Comptroller General.

9 Once that invoice was submitted, it

10 generated--or one would write the CPP. That is the

11 method that we had the Concession Contract with

12 Credit Suisse, and it had been sold. All of these

13 documents were under the signature or the approval of

14 the Director or manager, and for some reason it was

15 denied without giving us any legitimate explanation.

16 It was said that the legality of the CPPs was being

17 verified.

18 You'll then see that for [Redacted]

19 [Redacted], even though we submitted the invoice, the

20 employees of the INAC didn't sign it. They must have

21 had other instructions, but since it wasn't approved

22 by all the Parties, we never generated the invoice

[Page 335]

1 that would lead to the drawing up of the CPPs.

2 I don't know if you need me to explain

3 anything more.

4 PRESIDENT SHORE: No, that's very helpful.

5 Thank you, Mr. López.

6 So, maybe this would be a good time to take

7 a break, and then over to you, Ms. Gorsline, for

8 redirect.

9 MS. GORSLINE: Actually, Mr. President, we

10 will have no redirect, so if you would prefer to

11 dismiss the Witness now, he might be grateful.

12 PRESIDENT SHORE: No redirect. Okay. All

13 right.

14 Any questions arising for Respondent out of

15 the questions from the two Tribunal Members?

16 MR. RYAN: No, Mr. President.

17 PRESIDENT SHORE: All right. Very well.

18 Mr. López, thank you very much for your

19 appearance yesterday and this morning. And no one

20 has further questions for you, and your testimony is

21 concluded. Thank you very much.

22 (Witness steps down.)

[Page 336]

1 PRESIDENT SHORE: And I believe we should

2 take a 15-minute break, and then we will have

3 Mr. Rivera.

4 Thank you.

5 (Brief recess.)

6 OSCAR I. RIVERA RIVERA, CLAIMANTS' WITNESS, CALLED

7 PRESIDENT SHORE: Back on the record.

8 Mr. Rivera, good morning.

9 THE WITNESS: Good morning, Mr. Chairman,

10 Members of the Tribunal.

11 (Comments off microphone.)

12 PRESIDENT SHORE: We're back.

13 Mr. Rivera, I don't need to welcome you to

14 the proceedings because you've been here, but welcome

15 to the table that you are now at.

16 I think you have Arbitration Rule 35(2),

17 which is the declaration, in front of you. Please,

18 will you read that out?

19 THE WITNESS: I solemnly declare, upon my

20 honor and conscience, that I shall speak the truth,

21 the whole truth, and nothing but the truth.

22 PRESIDENT SHORE: Thank you. And you appear

[Page 337]

1 to be a low talker, Mr. Rivera, so can you make sure

2 you're close to the microphone?

3 Thank you. I believe we have three Witness

4 Statements from you: the first, 25 June 2018; and

5 then 27 May 2019; and the third, 17 January 2020; is

6 that right?

7 THE WITNESS: It is.

8 PRESIDENT SHORE: Very well. I believe that

9 there may be some questions for you first from

10 Ms. Gorsline; is that right?

11 MS. GORSLINE: We will have no direct

12 examination, Mr. President.

13 PRESIDENT SHORE: Thank you, Ms. Gorsline.

14 So, then there will be questions from

15 Mr. Weisburg, who is the gentleman waving his glasses

16 over there. Thank you.

17 Over to you, Mr. Weisburg.

18 MR. WEISBURG: Thank you.

19 CROSS-EXAMINATION

20 BY MR. WEISBURG:

21 Q. Good morning. Mr. Rivera, you're very

22 familiar, as I understand it, with real estate

[Page 338]

1 development and real estate investment; is that

2 correct?

3 A. Good morning, Mr. Weisburg. Yes, that is

4 correct.

5 Q. Okay. And among your other tasks and

6 responsibilities, you either are or have been a

7 partner or shareholder in several mortgage lenders?

8 A. That is correct as well.

9 Q. And you frequently invested in the

10 ownership, operation, and development of real estate

11 projects?

12 A. Yes.

13 Q. And totaling those things up as they appear

14 in your Witness Statements, it appears that you own

15 more than a dozen different companies that do such

16 things?

17 A. That is correct.

18 Q. Okay. And, for example, Punela, in Panamá,

19 was one such company.

20 A. Yes.

21 Q. And you also say you were a key--and I'm

22 quoting from your Witness Statement, your First

[Page 339]

1 Witness Statement, at Paragraph 12, you say you were

2 "a key member of owner/developer teams" for

3 residential projects in Puerto Rico?

4 A. That is correct as well.

5 Q. And these projects, you, through an entity

6 that you own, would acquire land; is that correct?

7 A. Yes.

8 Q. And raw land?

9 A. Yes.

10 Q. And then not only would you acquire it, but

11 would you have Omega U.S. develop buildings and other

12 structures on that land?

13 A. I have to clarify. The entities that

14 acquire the land would usually be the developer,

15 while Omega will be the actual contractor, the ones

16 that do the physical work at the job site.

17 Q. Okay. Okay. That's fine.

18 And you also have testified that you owned a

19 well-diversified personal investment portfolio of

20 land, hotels, shopping malls, and other real-estate

21 related assets?

22 A. Yes.

[Page 340]

1 Q. And so, summing this all up, you consider

2 yourself to be an expert in real estate development?

3 A. I've done it for a while. I wouldn't

4 compare myself to what you would call "Experts," but

5 I know my way around.

6 Q. Well, you say in your Witness Statement that

7 you're well-versed.

8 A. Yeah, that is correct.

9 Q. Okay. Now, prior to 2008 and your decision

10 to move to Panamá, Omega overwhelmingly confined its

11 activities to Puerto Rico; isn't that correct?

12 A. Yes.

13 Q. But in your opinion, the Puerto Rican market

14 was relatively small.

15 A. Yes.

16 Q. And how would you compare the size of the

17 Puerto Rican market to the size of the Panamanian

18 market?

19 A. In terms of construction, particularly after

20 the 2008 and 2009 crisis, it was a tiny, tiny,

21 fraction of the construction market in Panamá.

22 Q. But it--looked at it another way, the

[Page 341]

1 population of the two countries relatively--of the

2 two locations, Puerto Rico and Panamá, is relatively

3 the same; isn't that correct?

4 A. Yes, but I think you were referring to

5 market.

6 Q. I was. And now I've changed to population.

7 A. Oh, population, it is similar.

8 Q. Okay. Now, you personally own Omega--the

9 shares of Omega--or the interests of Omega

10 Engineering LLC?

11 A. I do.

12 Q. Okay. And as I understand it, you began

13 traveling to Panamá to develop work there, as you

14 said, frequently in about 2008?

15 A. That's correct.

16 Q. And you and your team formed Omega

17 Engineering Inc.--what we've called Omega Panamá--in

18 October of 2009; correct?

19 A. That sounds about right. Mr. Weisburg, I

20 will take your word for the date. It sounds about

21 right.

22 Q. Well, the date is important, and I think

[Page 342]

1 it's in your Witness Statement. So, if you could

2 look at your First Witness Statement at--hold on a

3 second. I'm just looking for the date.

4 A. If that is what I testified, that is what it

5 is, Mr. Weisburg.

6 Q. Yeah. Okay. You testified it was

7 October 2009. Give me a second here. Yeah. It is

8 actually in a footnote.

9 But let me ask you, you've signed a

10 Statement of Truth--

11 A. Yes.

12 Q. --with respect to all three of your Witness

13 Statements. Does that include the content of the

14 footnotes?

15 A. Yeah. There was certainly only a mistake on

16 the number of the--or reference on the footnote. I

17 think it was brought up during Mr. López's

18 cross-examination.

19 Q. But you take responsibility, not only for

20 the content of the body of your Witness Statements,

21 but also the footnotes; correct?

22 A. Yes. And that was a mistake, Mr. Weisburg.

[Page 343]

1 Q. Fine.

2 Now, so, we've established that you've put

3 together Omega Engineering in October of 2009. Could

4 you go--and it's almost everything--not everything

5 unfortunately--that I'm going to be referring to,

6 including, I believe, your Witness Statements, are in

7 the volume that you were given.

8 A. Okay.

9 Q. And if you could go to C-17.

10 Just to establish, these are the

11 incorporation documents dated 26 October for Omega

12 Panamá; correct?

13 A. Correct.

14 Q. Okay. And you were both an officer and

15 director of Omega Panamá?

16 A. Yes.

17 Q. And you personally owned Omega Panamá, just

18 like Omega U.S.? It was directly held by you?

19 A. Yes.

20 Q. So, you don't create a parent and sub? They

21 are both direct--they are both parents that you own?

22 A. In this particular instance, that is the

[Page 344]

1 case.

2 Q. Okay. And the reason that you do that is

3 to--in your view, that limits your liability; is that

4 correct?

5 A. Yes.

6 Q. Okay. And you say in your Witness

7 Statement, your First Statement at Paragraph 21: "I

8 preferred, for liability purposes, to keep my

9 different business endeavors financially and legally

10 independent."

11 That's your testimony today? It's

12 the--right smack in the middle of Paragraph 21 of

13 your First Statement.

14 A. Yes.

15 Q. Okay. Now, moving back to Omega U.S.,

16 you've testified in your Witness Statement that you

17 registered Omega U.S. in Panamá; is that correct?

18 A. Yes.

19 Q. Okay. And when did you do that?

20 A. I don't recall from memory, but I'm sure we

21 have documents to show for it.

22 Q. Well, you don't recall the date.

[Page 345]

1 A. Exactly. I don't recall the date.

2 Q. Okay. Could you look at Paragraph 47 and

3 tell us if that refreshes your recollection as to

4 when Omega U.S. was registered in Panamá.

5 Yeah, it's the First Witness Statement,

6 Paragraph 47, bottom of Page 13; First Witness

7 Statement, Page 13, Footnote 47.

8 A. Oh, footnote. I'm sorry, I was looking at

9 paragraph.

10 Q. Yes. We love footnotes. We are lawyers.

11 A. Yes.

12 Q. So, my question: When did you register

13 Omega U.S. in Panamá?

14 A. May 27, 2010.

15 Q. Okay. Now, if you could look at C-111.

16 It's just a one-page document, and there's a version,

17 the original in Spanish, and there's the translation

18 on the front.

19 Can you tell us what that is?

20 A. Yes. This is a certificate that--it's

21 basically a certificate that a corporation exists.

22 Q. Okay. And when was this filed in Panamá?

[Page 346]

1 A. This particular document, the 20th of

2 November 2014.

3 Q. Okay. So, would you agree with me that your

4 Footnote 47 is incorrect?

5 A. No.

6 Q. Well, Footnote 47--you just testified that

7 you're responsible for these footnotes--says that

8 this foreign registration was done in 2010, and the

9 document you cite, C-111, in that footnote, says it

10 happened in 2014.

11 A. I think it will clarify--well, first of all,

12 Mr. Weisburg, I did tell you that this wasn't the

13 registration of the Company. This was a certificate

14 that evidenced the existence of a company. So, if

15 you go to the first paragraph and you go to the last

16 line, it says "incorporation date" and then it says

17 "May 27, 2010."

18 Q. Isn't that the incorporation date in Puerto

19 Rico?

20 A. No.

21 Q. Are you sure about that?

22 A. Yes.

[Page 347]

1 Q. Now, after you formed Omega Panamá in

2 October of 2009, you testified that in June of 2010

3 you created PR Solutions; isn't that correct?

4 A. Yes.

5 Q. And you say in your First Witness Statement

6 at Paragraph 22, in the first sentence: "In

7 parallel"--referring to the formation of Omega

8 Panamá--"we also created an anonymized local

9 affiliate, which we named PR Solutions. It was

10 registered with the Panamanian Companies Registry in

11 June 2010 and was also wholly owned and controlled by

12 me."

13 That's your testimony?

14 A. It is, that we created this company called

15 PR Solutions.

16 Q. Okay. And--but you also say inconsistently

17 that Mr. Tito Chevalier created PR Solutions; isn't

18 that correct?

19 A. Yes. But it's consistent-and that's why I

20 made a clarification that "we."

21 Q. Well, let's look at what you are really

22 saying here. In Rivera 1, at Paragraph 22, which

[Page 348]

1 I've just been through, you say "we" created, and the

2 way I read this, "we" in the immediately preceding

3 paragraph refers to "my team and I" did a bunch of

4 things, and then you say "In parallel, we also

5 created..."

6 So, aren't we to read "we" as "my team and

7 I"?

8 A. Mr. Weisburg, I'm testifying that when I

9 meant "we," I included Mr. Chevalier, which I thought

10 to be part of my team.

11 Q. Okay. And was he employed by you?

12 A. No.

13 Q. And did he have a space in your office?

14 A. No.

15 Q. And was he a director of your companies?

16 A. No.

17 Q. Okay. Was he an officer of any of your

18 companies?

19 A. No.

20 Q. Okay. And I might note that in your

21 Memorials, you say--and I'm reading from Claimants'

22 First Memorial at Paragraph 30: "In June 2010,

[Page 349]

1 Mr. Rivera registered PR Solutions, an Omega U.S.

2 affiliate, fully owned and controlled by Mr. Rivera,

3 with the Panamanian Companies Registry."

4 That's incorrect, isn't it?

5 A. We created that, and that includes

6 Mr. Chevalier, and that's part of my Witness

7 Statement, Mr. Weisburg.

8 Q. No, that's not what it says. It says

9 "Mr. Rivera registered PR Solutions."

10 A. If, by that, do you mean that I registered

11 alone, yeah, it is incorrect.

12 Q. Okay. So, where you testify first about

13 Mr. Chevalier's role is in your Third Witness

14 Statement at Paragraph 27. Can you turn to that?

15 And you say: "Mr. Chevalier became a close

16 ally and a personal confidante. I discussed with him

17 my interest in using a separate vehicle to make

18 initial bids in Panamá and thus protect the Omega

19 brand name and its impeccable 30-year track record.

20 Mr. Chevalier understood my concerns and offered to

21 hand over PR Solutions, a company he had originally

22 registered, but for which he no longer had a use.

[Page 350]

1 Thus, I became the sole shareholder of PR Solutions."

2 Isn't it a fact that Mr. Chevalier created

3 PR Solutions, on his own, independently from you,

4 without communication from you, and then

5 subsequently, after it had been formed, turned it

6 over to you?

7 A. Yes.

8 Q. So, "you"--referring to you personally and

9 the employees of PR Solutions--had no role--the

10 employees of Omega Panamá and Omega U.S. had no role

11 in the formation of PR Solutions; isn't that correct?

12 A. On the registration, yes.

13 Q. Now, you refer to Mr. Chevalier in glowing

14 terms many times and suggest that you and he are

15 close, et cetera, et cetera.

16 Did you or any of your lawyers or other

17 people working with you invite Mr. Chevalier to be a

18 witness in this case?

19 A. No. And I'll tell you why, Mr. Weisburg.

20 Unfortunately, Mr. Chevalier passed away.

21 Q. And when was that?

22 A. I believe it was late 2014.

[Page 351]

1 Q. Now, you also testified that you used

2 PR Solutions to bid on your first Panamanian project,

3 the Tocumen Airport Project; is that correct?

4 A. That's correct.

5 Q. Now, if you could go to your First Witness

6 Statement at Footnote 40, which is on Page 12.

7 A. Yes. Umm-hmm.

8 Q. And, actually, go to the text. It

9 says: "In line with this conservative

10 approach"--which we'll get to in a minute--"in 2010,

11 we used PR Solutions as the initial local Panamanian

12 corporate vehicle to bid through PanamaCompra for

13 what would become Omega U.S.'s first project, the

14 Tocumen Airport Fuel Infrastructure Project"; right?

15 A. Yes.

16 Q. And then you have Footnote 40, which cites

17 to C-127; correct?

18 A. Yes.

19 Q. Can we look at C-127?

20 A. That is the mistake we talked about earlier,

21 Mr. Weisburg.

22 Q. No, I think we were talking about

[Page 352]

1 Footnote 47 earlier.

2 (Comments off microphone.)

3 MR. WEISBURG: No, 127. First line.

4 BY MR. WEISBURG:

5 Q. So, could you look at C-127?

6 A. Yes.

7 Q. What is that? Let me ask--pose it as a

8 different question.

9 Looking at C-127, this appears to be a bid

10 by Omega Panamá, not PR Solutions, dated March 15,

11 2010; isn't that correct?

12 A. Can you repeat the question, Mr. Weisburg?

13 Q. Sure. Sure. Let me go back.

14 You testified that you used PR Solutions to

15 bid on this first project, the Tocumen Airport

16 Project?

17 A. Yeah.

18 Q. And you cite--you send us to look for proof

19 of that to C-127.

20 C-127 is, it appears to me--and I'm asking

21 for your confirmation--to be a bid for an airport

22 project, not by PR Solutions, but by Omega Panamá?

[Page 353]

1 A. Not for the airport--for the Tocumen

2 Airport.

3 Q. Well, what's this?

4 A. A different airport.

5 Q. So, is this the wrong citation?

6 A. Yes.

7 Q. So, we can ignore--C-127 is unrelated to the

8 subject matter where this footnote appears; is that

9 correct?

10 A. That's correct.

11 Q. Okay. Now, do you know whether the bid that

12 you refer to by PR Solutions for the Tocumen Airport

13 Project is a document in the record of this case?

14 A. I think there's another one cited under the

15 same footnote. Let me just check the--

16 Q. No, that's not the bid.

17 A. But it's a document related to--

18 Q. Correct. That's the Award of the bid. I'm

19 asking about the bid.

20 You said you used PR Solutions to make these

21 early bids, and I'm looking for the document that

22 proves that, because I can't find it.

[Page 354]

1 A. But I'm saying this might prove that we bid

2 as PR Solutions.

3 Q. No. It proves that the Award went to PR

4 Solutions. It doesn't say anything about who bid for

5 it. There may have been all kinds of amendments or

6 adjustments between the initial bid and the award.

7 A. To be precise, Mr. Weisburg, I don't know if

8 the bid is part of the record or not.

9 Q. Okay. That's fine.

10 PRESIDENT SHORE: Please help me out,

11 Mr. Rivera. I left my hearing aid in Milan. Please

12 do speak up.

13 THE WITNESS: I'm so sorry. If you want me

14 to repeat any question, by all means.

15 PRESIDENT SHORE: No, no need to repeat. I

16 know you are looking over to Mr. Weisburg, which is

17 good in answering questions, but just keep the

18 microphone in front of you when you turn your head.

19 THE WITNESS: Okay.

20 BY MR. WEISBURG:

21 Q. Sticking on C-127, so C-127 is a bid by

22 Omega Panamá and others on a different airport

[Page 355]

1 project; correct?

2 A. Correct.

3 Q. And it's dated March 15, 2010?

4 A. Yes.

5 Q. Now, do you know the date on which

6 PR Solutions was actually incorporated or created?

7 And it's not a memory test. You can look at

8 C-21, if you'd like. C-21.

9 A. I'm sorry. I don't see it in here. If they

10 are in order, it jumps from--

11 Q. You're sure you're in the C section and not

12 the R section?

13 A. It jumps from C-111 to C-127.

14 Q. No, C-2-1, 21.

15 A. Oh, C-21?

16 Q. Right.

17 A. I'm sorry, sir.

18 Q. That's okay.

19 A. Yes. The registration for PR Solutions,

20 according to this document, it's June 11, 2010.

21 Q. Okay. So, going back to the C-127 bid in

22 the name of Omega Panamá, that predated the creation

[Page 356]

1 of PR Solutions; correct?

2 A. That is correct.

3 Q. And so, at least this initial bid reflected

4 in C-127 was not made by PR Solutions?

5 A. That is correct.

6 Q. And going to--and I think you should have it

7 there; I'm sure you saw it yesterday--this thing, the

8 big sheet, QE Demonstrative 1--well, I'm sorry. I

9 thought one was there. We'll get you one.

10 A. Thank you.

11 Q. So, in Column 2 has bid dates. And isn't

12 it, in fact, the case that at least the first three

13 bids were made before the formation of PR Solutions?

14 A. That is correct.

15 I'm sorry, Mr. Weisburg. You wanted me to

16 keep this?

17 Q. Yeah, you should keep that. You can take it

18 away with you.

19 A. All right.

20 Q. So, it's not correct, as I, at least,

21 understand you to be saying in your Witness

22 Statement, that initial bids in Panamá were made

[Page 357]

1 through PR Solutions?

2 A. The initial bids that my companies bid alone

3 or as a principal.

4 Q. Were made by Omega Panamá; correct?

5 A. Correct.

6 Q. Going back to the Tocumen Airport bid which

7 was made by PR Solutions, do you know when that bid

8 was awarded?

9 A. I think that was a footnote that we didn't

10 get to read.

11 Q. Do you know when the Tocumen bid was

12 awarded? For guidance, you can look at Footnote 40.

13 A. October 1, 2010.

14 Q. And isn't it a fact that you didn't even own

15 PR Solutions at the date that that bid was issued or

16 accepted?

17 A. No. I did.

18 Q. Well, if you could look at your Witness

19 Statement Number 3, and particularly Paragraph 27,

20 which I read part of before.

21 A. Umm-hmm.

22 Q. I'm not sure I read this exact part, but

[Page 358]

1 this is where you talk about Mr. Chevalier: "Thus, I

2 became a sole Shareholder for PR Solutions." You

3 don't give a date, but you say at the bottom of

4 Page 14: "Notwithstanding, shortly after taking

5 control on 25 November 2010, at my request, PR

6 Solutions issued a resolution in a public deed that

7 changed the Company's Board of Directors to my

8 colleagues and myself."

9 And so, this says: "Shortly after taking

10 control on November 25." When, in fact, did you take

11 control of PR Solutions from Mr. Chevalier?

12 A. Definitely before we bid the Tocumen Airport

13 Project. I'm sorry, Mr. Weisburg. I cannot give you

14 a precise date. Maybe with documents I could, but

15 not from the top of my head.

16 Q. Did you pay Mr. Chevalier for PR Solutions?

17 A. I think I reimbursed him the cost of

18 registering.

19 Q. How much was that?

20 A. I don't recall.

21 Q. And when was that?

22 A. Around the same time.

[Page 359]

1 Q. What's the date?

2 A. You know, sometime between its registration

3 and when the bid of Tocumen went in.

4 Q. You don't know the date?

5 A. No.

6 Q. Okay. Now, when you moved from Puerto Rico

7 to Panamá, wouldn't you agree with me that you didn't

8 add Panamá to Omega's market, but you substituted

9 Panamá for Puerto Rico?

10 A. No, I wouldn't agree with that statement.

11 Q. Okay. Well, if you could look at your First

12 Witness Statement at Paragraph 25, and at the bottom

13 it says: "Most, if not all, of Omega U.S.'s assets

14 in the United States were put to use in Panamá, as

15 Omega's projects in Panamá eventually came to

16 represent the vast majority of Omega U.S.'s

17 operations globally."

18 A. I'm sorry, Mr. Weisburg, I'm not sure--is it

19 a footnote again?

20 Q. No. It's the last three lines of

21 Paragraph 25 on Page 13 of your First Witness

22 Statement.

[Page 360]

1 A. Okay.

2 Q. First Witness Statement, Page 13,

3 Paragraph 25, last three lines.

4 A. Yes.

5 Q. Okay. So, you would agree that most, if not

6 all, of Omega U.S.'s assets were put to use in

7 Panamá?

8 A. Yeah, the intangible assets.

9 Q. And isn't it a fact that, as of early 2013,

10 [Redacted]

11 [Redacted]

12 A. Yes.

13 Q. And that accounts for 100 percent of Omega's

14 backlog; you didn't have any work in any other

15 jurisdiction?

16 A. That is correct.

17 Q. By the way, referring back to the text in

18 Footnote 25, I think you said "tangible assets."

19 You said "intangible assets"?

20 A. Yes.

21 Q. It doesn't say that here in Paragraph 25,

22 does it? It just says "assets."

[Page 361]

1 A. That is correct.

2 Q. So, it's correct for the Tribunal to

3 understand that most, if not all, of Omega's tangible

4 and intangible assets were put to use in Panamá?

5 A. Mr. Weisburg, I'm here to clarify those type

6 of questions, and I'm clarifying that it's most of

7 the intangible assets.

8 Q. Yeah, but what about tangible assets? That

9 qualification is not in this paragraph, is it?

10 A. No, it's not in that paragraph.

11 Q. And I think--I got a little distracted

12 here--you had no backlog in any other jurisdiction;

13 correct?

14 All--[Redacted]

15 [Redacted]?

16 A. Yes, that is correct.

17 Q. Now, you agree that Omega Panamá was a newly

18 registered company without its own track record,

19 referring to 2010?

20 A. In 2010? Yes.

21 Q. And you agree that, thanks to Omega U.S.'s

22 bonding capacity, solid financials, track record,

[Page 362]

1 project portfolio, and other specifications used by

2 project owners to evaluate bid proposals, this

3 arrangement--the arrangement being Omega Panamá and

4 Omega U.S.--allowed Mr. Rivera to bid for larger

5 Panamanian projects?

6 A. I agree with that.

7 Q. Okay. Now, Compass Lexecon--you know who

8 that is, of course; right?

9 A. Yes.

10 Q. Compass Lexecon says: "Omega Panamá showed

11 competitive advantages due to its financial capacity,

12 bonding capacity, and experience in construction

13 work."

14 Isn't Compass Lexecon confusing Omega Panamá

15 with Omega U.S.?

16 A. Mr. Weisburg, Omega Panamá was getting all

17 these projects in a consortium with Omega U.S.

18 because of all these assets that we're talking about.

19 Q. Okay. That doesn't answer my question.

20 A. Can you please repeat it?

21 Q. Compass Lexecon says that Omega Panamá

22 showed competitive advantages due to its,

[Page 363]

1 Omega Panamá's, financial capacity, bonding capacity,

2 and experience in construction works.

3 Wouldn't you agree that Compass Lexecon was

4 confusing Omega U.S. and Omega Panamá? Yes or no.

5 A. No, I wouldn't agree with that.

6 Q. Okay. But you do agree that it was

7 Omega U.S., and not Omega Panamá, that provided the

8 experience, financial strength, and bonding capacity

9 on the Panamanian projects of the Consortium?

10 A. I do agree with that.

11 Q. Now, the very first Contract that was

12 actually executed by Omega Panamá in conjunction with

13 others was for the construction of the MINSA CAPSI

14 health facilities; isn't that correct?

15 A. Yes.

16 Q. And you bid on--if you want to look at this

17 sheet again, you can. The Consortium bid--or Omega

18 Panamá or the Consortium bid on more Ministry of

19 Health contracts than any other by a large margin;

20 isn't that correct?

21 A. I don't understand the question.

22 Q. Well, isn't it a fact that 20 of the 42

[Page 364]

1 bids--so, nearly half--that were made by Omega Panamá

2 or the Omega Consortium were for MINSA CAPSI

3 Projects?

4 A. Yes, but what I'm getting confused is that

5 ten of those were Omega Panamá on its own without

6 Omega U.S.--yeah, with that premise, the answer is

7 yes.

8 Q. So, what you're saying is, on the first

9 ten--and I think those are the only ones that fall

10 into this category--on the first ten MINSA CAPSI

11 bids, which are Number 4 through Number 13 here, the

12 only bidder was Omega Panamá; correct?

13 A. Yes.

14 Q. And there were no other bids out of the 42

15 that had that characteristic?

16 A. I would have to look into it one by one,

17 Mr. Weisburg, to give you, but I will offer this:

18 That generally the case, I think, on some of the

19 private work that we bid for we bid as Omega Panamá

20 alone.

21 Q. Okay. We'll get to that private work in a

22 bit.

[Page 365]

1 So, the first ten MINSA CAPSI Projects were

2 lost, and then, of the second ten where Omega Panamá

3 in every case had other partners, including

4 Omega U.S., you lost seven and won three; correct?

5 A. That is correct.

6 Q. And the Award Resolution, the document by

7 which the Ministry announced the winners and losers

8 on the second ten MINSA CAPSI Projects, was signed by

9 the Minister of Health; correct?

10 A. I'll have to look at the document,

11 Mr. Weisburg.

12 Q. Okay. Yeah, that is C-27. At the last page

13 of C-27, which is the Spanish original--the last page

14 of the Spanish original--that's the signature, or

15 purports to be the signature, of the Minister of

16 Health?

17 A. That is what the document says, yes.

18 Q. Okay. And nobody from any agency other than

19 the Ministry of Health was involved in soliciting

20 bids and passing on the bids and awarding the

21 successful bids, other than the Ministry of Health;

22 isn't that correct?

[Page 366]

1 A. I don't understand the question.

2 Q. That was a very wordy question. I

3 apologize.

4 The Ministry of Health was responsible for

5 soliciting the bids and awarding the bids with

6 respect to these ten MINSA CAPSI Projects; correct?

7 A. That is correct.

8 Q. And all three of the MINSA CAPSI Projects

9 that Omega won, the Omega Consortium won, were each

10 signed manually by the Minister of Health; isn't that

11 correct?

12 A. Again, I'd have to see the document.

13 Q. If you can look at, just by the way of

14 example, C-28, at Page 6--again, I don't know if it's

15 the last page. Page 6, in the little number at the

16 very bottom in the middle, 69.

17 A. Again, your question? I'm sorry.

18 Q. Signed by the Minister of Health; correct?

19 A. And the Comptroller General and myself.

20 Q. Okay. Included but--fine.

21 Now, the initial Contract that was signed

22 provided for a 10 percent advance payment to be made

[Page 367]

1 by the Ministry of Health to--

2 A. Can I just make a quick clarification,

3 Mr. Weisburg? It is with regards to the other

4 question.

5 I just realized that underneath the

6 signatures that you were asking for, there are

7 another three signatures which I don't know exactly

8 who they are, but there are. And I just wanted to

9 clarify there are six signatures.

10 Q. You're talking about the signatures inside

11 the stamps.

12 A. Exactly.

13 Q. Okay. Thank you.

14 I think those are a form of notarization,

15 but that's okay.

16 Now--

17 A. I don't think so, Mr. Weisburg.

18 Q. Okay. It doesn't matter. Thank you.

19 Noted.

20 Now, the initial contracts that you executed

21 with the Ministry of Health provided for a 10 percent

22 advance payment; isn't that correct?

[Page 368]

1 A. Yes.

2 Q. And I want you to look at--unfortunately, I

3 think we didn't put this in the book, so if you could

4 show Mr. Rivera C-30. And we're also going to want

5 to look at C-143, which is also not in the book.

6 We'll put it in front of you.

7 If you go to C-30, and you should take a

8 look and make sure you know what that is and then go

9 to Page 18, which is the English translation. You

10 can also go to Page 61.

11 A. Yes, I see it.

12 Q. And that provides for a--"the Contractor

13 shall receive an advance payment of 10 percent";

14 correct?

15 A. Yes.

16 Q. Okay. Now, you had a personal negotiation

17 with the Health Minister and got that changed, didn't

18 you?

19 A. I wouldn't characterize it as a "personal

20 negotiation with the Minister," Mr. Weisburg, but

21 Omega--or the Omega Consortium had a negotiation with

22 the Ministry of Health or, rather, it was the

[Page 369]

1 Minister of Health that reached out to Omega and told

2 us that they wanted us to cover 100 percent of the

3 financing, where originally on the Request for

4 Proposal, they had only required 90 percent.

5 Q. Okay. Isn't it a fact that you personally

6 met with the Health Minister to discuss, among other

7 things, increasing the 10 percent advance payment?

8 Yes or no?

9 A. I don't recall that.

10 Q. Okay. But, in fact, by amendment, this

11 Contract was amended to substitute 20 percent for

12 what had been a 10 percent advance payment; isn't

13 that correct?

14 A. There's an amendment that changes, yes, from

15 10 to 20, and--

16 May I see the amendment, Mr. Weisburg?

17 Q. Sure. Carlton will show you Exhibit C-143.

18 If you could look at Page 3 in the English

19 translation, and I think it's 9 in the Spanish.

20 A. Yes.

21 Q. So, it went from 10 to 20; correct?

22 A. And from 90 to 100, the financing.

[Page 370]

1 Q. Yeah. You might want to keep it there, at

2 least the original Contract, because I just want to

3 clarify a date.

4 These three MINSA CAPSI Project Contracts

5 were signed in September 2011; correct?

6 A. Yes.

7 Q. And I think you said--you may have answered

8 this already, but these were the first contracts that

9 the Omega--that Omega Panamá and its--and Omega U.S.

10 executed in Panamá; correct?

11 A. The Omega Consortium and Panamá, yes.

12 Q. So, these are the earliest. Okay.

13 Now, the very last-and Carlton can take

14 those away, thank you.

15 The very last Contract signed by Omega

16 Panamá--I'm just trying to bracket the time period

17 that we're talking about here.

18 A. Okay.

19 Q. The very last Contract signed by Omega

20 Panamá was with the Municipality of Panamá for the

21 two public markets; correct?

22 A. I believe that is the case.

[Page 371]

1 Q. And do you know the date that those

2 contracts were signed?

3 A. Not off the top of my head.

4 Q. Okay. I think the fast way to look--to do

5 this is to look at your Witness Statement. First

6 Witness Statement, Paragraph 47.

7 So, again, the question is when was the last

8 Contract signed by the Omega--let's call it the Omega

9 Consortium?

10 A. September 12, 2013.

11 Q. Okay. And that Contract, September 2013,

12 was a full year before Mr. Varela took office; isn't

13 that correct?

14 A. Yes.

15 Q. So, the only contracts Omega Panamá ever

16 executed--received and executed in Panamá, or

17 anywhere else, fell into the period between

18 September 2011 and September 2013; correct?

19 A. I don't understand the "anywhere else"

20 caveat.

21 Q. Okay. Strike that.

22 You didn't have contracts anywhere else;

[Page 372]

1 right? Just in Panamá?

2 A. No, I had contracts in Puerto Rico.

3 Q. Through Omega Panamá?

4 A. No.

5 Q. Okay. So, let me rephrase my question. It

6 was sloppy. I apologize.

7 The only contracts signed by the Omega

8 Consortium in Panamá were executed between

9 September 2011 and September 2013; correct?

10 A. Yes.

11 Q. Now, you're making claims here with respect

12 to contracts with six different--let's call them

13 agencies or bodies; correct?

14 The Health Ministry, INAC, et cetera. Six

15 of them; right?

16 A. If you want a precise answer, let me do my

17 recall.

18 Q. Sure.

19 A. We have three with the MINSAs, the one with

20 the Courthouse, the Colón--the two in Colón. That

21 would be--yes, six sounds about right.

22 Q. Okay. Now, of these different--let's call

[Page 373]

1 them--this may not be technically the right term, but

2 let's call who each of the people you had contracts

3 with an agency, just for convenience; right?

4 A. Okay.

5 Q. Some were Ministries, et cetera, but let's

6 call them agencies.

7 A. Okay.

8 Q. Each agency with whom you had a contract had

9 its own contracting staff; correct?

10 A. They did.

11 Q. And some agencies provided for owner

12 financing; right? The owner provided the money.

13 A. Yes.

14 Q. And those owner-financed contracts had a

15 variety of different terms?

16 A. Each Contract was different, but they were

17 all based on the same law.

18 Q. But they had different payment schedules,

19 different percentages? They didn't look--it wasn't a

20 cookie-cutter contract?

21 A. I agree, Mr. Weisburg.

22 Q. Now, some agencies used third-party

[Page 374]

1 financing, bank financing systems; correct?

2 A. I don't know about the specifics of how each

3 entity financed their own projects. I know about the

4 ones that they required the Contractor to finance.

5 Q. So, in INAC you would, essentially, discount

6 your notes, let's call them, or your submissions,

7 your bills, through Credit Suisse; correct?

8 A. Yes, but there's a distinction between the

9 notes and the actual bills. Omega was in charge of

10 preparing the bill. The notes, the CPPs, as we

11 called them in the Briefs, those were prepared

12 exclusively by the agency.

13 Q. Okay. My focus isn't on the mechanism. My

14 focus is on the periodically you would be paid, not

15 by the agency, but by Credit Suisse during the course

16 of the Contract?

17 A. Yes.

18 Q. Okay. And every Contract that is the

19 subject of our dispute here had its own contractual

20 dispute-resolution provisions; correct?

21 A. No, I'm not sure if all of them had, but I

22 know that some of the Contracts had dispute

[Page 375]

1 resolution for the contract disputes.

2 Q. And they were different? Some had one kind

3 of arbitration, some had a different kind of

4 arbitration, some had Panamanian courts. A variety

5 of different mechanisms?

6 A. I would have to see the documents but, in

7 general terms, I would agree, Mr. Weisburg.

8 Q. Okay. And in terms of the conduct of the

9 actual construction under these Contracts, each

10 agency had its own distinct personnel who supervised

11 and observed the construction; correct?

12 A. Yes, but they always had the Comptroller

13 General on top of them.

14 Q. But the Comptroller General wouldn't go out

15 to the job site.

16 A. They would.

17 Q. They would. But the day-to-day person who

18 was looking over--overseeing the MINSA CAPSI project

19 was a different person and worked for a different

20 agency than the person who was overseeing the

21 Courthouse project?

22 A. There were different people, but the

[Page 376]

1 Comptroller General actually had people embedded in

2 their agency. So, part of the staff that would

3 supervise the Project, from an agency standpoint,

4 part of that staff was staff that worked directly for

5 the Comptroller General.

6 Q. Okay. Now, the--Panamá has got a federal

7 system--right?--with the Federal Government and then

8 it's distinct from the municipality government.

9 Correct?

10 A. I'm not an expert on that subject,

11 Mr. Weisburg.

12 Q. Well, the Ministry of Health projects, the

13 INAC, the Judiciary, and the Ministry, the Presidency

14 Projects were, you understood, all with different

15 units of the Federal Government?

16 A. Again, without--I understand they were

17 different agencies, as you described it, initially.

18 The "federal" term is what I'm struggling with,

19 Mr. Weisburg, to be completely honest.

20 Q. Okay. Well, let's look at it the other way.

21 The Contract for the Colón City Hall was a contract

22 with the Municipality of Colón; correct?

[Page 377]

1 A. Yes.

2 Q. And the Government of the Municipality of

3 Colón is different than, you know, Mr. Varela's

4 Government?

5 A. It is a subdivision of the Panamanian State.

6 Q. You accept that there are different levels

7 of government in Panamá: A central government of

8 which the President is the number one authority and

9 municipal governments of which the mayor of the

10 relevant municipality is the number one authority?

11 A. I do agree with that.

12 Q. Okay. And there was a mayor of Colón and

13 there was a mayor of, let's call it Panama City?

14 A. Yes.

15 Q. And the Colón City Hall Contract was a

16 project for the Municipality of Colón signed by the

17 Mayor?

18 A. And funded by the Ministry of Finance.

19 Q. But the Contract, the relevant Contract for

20 the Colón City Hall Project, was signed by the Mayor;

21 correct?

22 A. Yes, that is correct, Mr. Weisburg.

[Page 378]

1 Q. And no body, other than the Municipality of

2 Colón, was involved in the solicitation of bids and

3 the review of bids for that project?

4 A. The Comptroller General will have to review

5 the process for the Contract to get endorsed.

6 Q. Okay. But the Comptroller General always

7 comes in the end and has to sign everything; right?

8 A. Yes.

9 Q. But the Comptroller General is not involved

10 in the solicitation of bids is he? Or she?

11 A. I do believe that in order for them to

12 execute a contract, they do, it is part of their

13 diligence that they will check on some of that.

14 Q. But they are not involved in the

15 solicitation of bids.

16 A. No. I don't submit bids to the Comptroller

17 General, if that is your question, Mr. Weisburg.

18 Q. Okay. And the Panama City Markets Project

19 was just like the Colón City Hall Project, was a

20 project for the Municipality of Panamá City?

21 A. Yes.

22 Q. And that--the Contract for that Project was

[Page 379]

1 signed by the Mayor.

2 A. I would think so, but I will have to see the

3 document.

4 Q. Let's look at C-56.

5 A. Mr. Weisburg, yes, it is signed by--

6 Q. Roxana Méndez is the mayor of Panama City;

7 correct?

8 A. Yeah. Among other people that are signing,

9 yes, she is signing the document.

10 Q. Lots of signatures but the principal

11 signatures are Oscar Rivera--that's you--and

12 Ms. Méndez who is the mayor of Panama City?

13 A. And the controller.

14 Q. Okay. And the controller signs too.

15 Now, it's your testimony that your personal

16 role in Omega Panamá's operation--I guess let's call

17 it the Omega Consortium's operation--was mostly

18 administrative and financial; isn't that correct?

19 A. Yes.

20 Q. And several years before your departure from

21 Panamá, you had already assumed more of a strategic

22 role and you weren't involved in the day-to-day

[Page 380]

1 operations; correct?

2 A. I wasn't involved in the day-to-day

3 operations, but I was informed on a daily basis. And

4 that is what I have testified to.

5 Q. Okay. Well, let's see what you say in your

6 Witness Statement. If you could look at Paragraph 82

7 of your First Statement, and it's at the very bottom

8 of Page 41.

9 And you say: "I had, however, by this

10 stage, transferred authority for running the business

11 day-to-day"--businesses, plural--"day-to-day

12 operations in Puerto Rico to Mr. Victor López and in

13 Panamá to Mr. Frankie Lopez, as part of a gradual

14 process of my assuming more of a strategic role that

15 had started several years before my departure from

16 Panamá"; is that correct?

17 A. Yes, that is correct.

18 Q. Now, you say--I'm a little unclear on some

19 of the dates. You say you moved to Panamá in 2010,

20 but you don't give a month.

21 When did you move to Panamá?

22 A. I believe it was the early month--months

[Page 381]

1 of--first quarter of 2010.

2 Q. Okay. That's good enough.

3 Now, you never--while you moved there, you

4 never intended to stay there permanently?

5 A. That is correct.

6 Q. And by 2013, you were spending more and more

7 time in Florida.

8 A. Yes, that is correct as well.

9 Q. And I don't want to get into your personal

10 affairs, but you had a boat that you moved to

11 Florida, so you had a--essentially had a residence in

12 Florida in 2013?

13 A. Yes. That is correct.

14 Q. And now you--today you live in Florida.

15 A. I do.

16 Q. And then--and you also testified, if I'm

17 correct, that you moved to Florida full-time in

18 June--right?--when school ended of 2014?

19 A. That is correct as well.

20 Q. Okay. And that move was planned long in

21 advance.

22 A. Yes.

[Page 382]

1 Q. And, so, just to clarify, so you lived in

2 Panamá from Q1 2010 to June 2014?

3 A. Basically, yes.

4 Q. Now, the Claim you're making before this

5 Tribunal is divided into losses on those existing

6 eight Contracts and also on future contracts that you

7 argue you would have been likely to receive; correct?

8 A. That is the way that the Experts have, I

9 guess, broken down the Claim.

10 Q. Do you have a different way?

11 A. No.

12 Q. Well, are you accepting the presentation

13 made to this Tribunal by your Experts?

14 A. Of course.

15 Q. And am I correct that the total amount of

16 your claim with respect to existing Contracts, as

17 articulated by Compass Lexecon, is $8.7 million as of

18 12/31/2014?

19 A. Yes.

20 Q. And the losses on future contracts, which is

21 a much bigger number, are confined to losses related

22 to Omega Panamá's capacity to generate new contracts,

[Page 383]

1 based on historical performance of the Company; is

2 that correct?

3 A. Yes.

4 Q. Now, getting to a topic that you referred to

5 earlier, Mr. López has told us that "at the

6 beginning, Omega Panamá" started out by bidding on

7 private-sector projects?

8 A. Yes.

9 Q. Okay. Now, you don't refer to that anywhere

10 in your submissions, do you?

11 A. I don't recall if I mention it.

12 Q. Okay. Now, according to Compass Lexecon,

13 Omega made eight private-sector bids.

14 A. Well, they were not formal bids, and I don't

15 know the exact number. I remember a few of those. I

16 remember one condominium for a Spanish developer,

17 which the condominium never got built.

18 Q. Sorry, what's the name of that Project?

19 A. I forgot the name. It was a condominium in

20 Avenida Balboa.

21 Q. Are you done?

22 A. You want me to give you other examples of--

[Page 384]

1 Q. No. Let me--give me one second here.

2 Do you know, before we get into the details

3 of these, do you know what the time period was where

4 these bids--these private-sector bids were made?

5 A. Well, that condominium that I was talking

6 about, it was in 2014. And there was one for the

7 Smithsonian as well, which--

8 Q. For who?

9 A. Smithsonian. The Smithsonian Institution.

10 They have a facility in Panamá, and they invited us

11 to present a bid for some work that they had planned

12 for their facilities. That was also, I believe, in

13 or around 2014 as well.

14 Q. Okay. So, to the extent that I understood

15 Mr. López's testimony to be, that these were bids

16 that you made at the very beginning, he's incorrect?

17 A. There were some bids that we made at the

18 beginning, but there were other--and the ones that I

19 remember most clearly, probably because of, simply

20 because of the time, they were in between 2013

21 and 2014.

22 Q. Okay. Because Mr. López says at

[Page 385]

1 Paragraph 19: "At the beginning, Omega Panamá bid as

2 a subcontractor in the private industry for projects

3 such as creating a paint warehouse for LANCO

4 enterprise, developing the electro-mechanic systems

5 of the Agora Office Tower, and building a dialysis

6 clinic for CETRESA, all of which of I prepared--for

7 all of which I prepared the economic proposals."

8 A. I do remember those. And those were in the

9 early stages, yes.

10 Q. Okay. Now, all the--Omega Consortium never

11 succeeded in getting any commercial, nongovernmental

12 project; isn't that correct?

13 A. A lot of those were not built.

14 Q. So, now answer my question, please.

15 A. Can you repeat the question, Mr. Weisburg?

16 Q. The Omega Consortium never succeeded in

17 getting any commercial nongovernment project; isn't

18 that correct?

19 A. That is correct.

20 PRESIDENT SHORE: Sorry to interrupt. Can I

21 just ask about--so, Smithsonian in Panamá is a

22 Tropical Research Institute.

[Page 386]

1 Is that what you're talking about?

2 THE WITNESS: Yes.

3 PRESIDENT SHORE: And so, they invited you

4 to bid on facilities in the Tropical Research

5 Institute, invited Omega Consortium to bid?

6 THE WITNESS: Yes.

7 PRESIDENT SHORE: And who invited you to

8 bid, when you say it was Smithsonian Tropical

9 Research Institute? How did that come about?

10 THE WITNESS: They published an ad and asked

11 for prequalifications, and out of those

12 prequalifications, they picked a number of

13 contractors and invited those contractors to bid.

14 PRESIDENT SHORE: All right. Thank you.

15 BY MR. WEISBURG:

16 Q. Now, Mr. Rivera, your lawyers say--and I'm

17 referring to Paragraph 27 of the Claimants' Memorial.

18 So, it was the first Memorial: "Mr. Rivera decided to

19 limit his activity in Panamá to public projects

20 because, first, that was where Omega U.S.'s

21 experience lay, and, second, Mr. Rivera felt the

22 Government would be more likely to comply with its

[Page 387]

1 contractual undertakings and honor its debts than an

2 unfamiliar private owner."

3 So, you disagree with that; is that correct?

4 A. No, I don't.

5 Q. Well, this clearly says or implies that,

6 sort of right off the bat, you decided to only bid on

7 public projects, but you've just told us you were

8 bidding on private projects--which we're just

9 learning about today--as late as 2014?

10 A. Well, Mr. Weisburg, what I heard was that,

11 you know, we were concerned of unknown owners; right?

12 Q. No. That's not what it says. It says

13 here: "Mr. Rivera decided to limit his activity in

14 Panamá to public projects because,

15 first,"--underscored--"that was where Omega U.S.'s

16 experience lay, and second, Mr. Rivera felt that the

17 Government would be more likely to comply with its

18 contractual undertakings and honor its debts than an

19 unfamiliar private owner."

20 A. Okay. "Unfamiliar private owner." LANCO is

21 not an unfamiliar private owner. As a matter of

22 fact, it would have been a repeated customer of

[Page 388]

1 Omega. LANCO is a Puerto Rican company. And I

2 believe the two other bids that Frankie mentioned, we

3 also had relationships with those owners from before.

4 And, as to the fact that we were limited to

5 public bids, I think the record speaks for itself,

6 you know. Most of our bids were for public work.

7 Q. So, you disagree with this statement by your

8 counsel.

9 A. No, I agree with it.

10 Q. Okay. So, but is--isn't this statement

11 inconsistent with having made private bids across all

12 the period that you were in Panamá?

13 (Comments off microphone.)

14 A. I'm sorry--you're--

15 Q. We can move on.

16 A. Okay.

17 MR. WEISBURG: What is the--can you tell me

18 what the schedule is going to be?

19 (Interruption.)

20 PRESIDENT SHORE: The schedule that the

21 Parties had discussed shows lunch today at 12:45, but

22 I was going to suggest around 12:30, that that might

[Page 389]

1 be a useful time. But around 12:30, 12:35, when you

2 come, Mr. Weisburg, to a good closing point for a

3 topic.

4 MR. WEISBURG: Okay.

5 BY MR. WEISBURG:

6 Q. So, can we return to this?

7 A. Umm-hmm.

8 Q. So, which is "QE Demonstrative 1?"

9 A. Yep.

10 Q. So, I may have asked this question, in which

11 case, please forgive me. Omega Panamá never won a

12 contract on its own; correct?

13 A. Yes, you did ask that question, and I

14 asked--I responded in the affirmative.

15 Q. Okay. And Omega Panamá never won a contract

16 without Omega U.S. as its partner?

17 A. That is also correct.

18 Q. Now, you say Omega Panamá reached its

19 peak--and I'm quoting you from, among other places,

20 your First Witness Statement at Paragraph 35--in

21 2013; is that correct?

22 A. Yes.

[Page 390]

1 Q. And, in fact, Omega Panamá was not awarded

2 even one contract after 2013; correct?

3 A. That is correct.

4 Q. And in 2013 Omega Panamá only won one

5 Project; correct?

6 A. Yes.

7 Q. And that--and we've already had this debate

8 about the different levels of Government in Panamá,

9 but that was, in 2013, the one Contract that you did

10 win was with a municipality; correct?

11 A. That is correct.

12 Q. Now, we've seen--we've heard a lot of

13 reference to this, the total number of bids by Omega

14 Panamá, and we now understand that excludes, I think,

15 an indeterminate number of nongovernmental bids.

16 So, we'll set those aside, but the total

17 bids that the attention has been directed to in the

18 briefing is 42; correct?

19 A. I believe so, at least from the document you

20 provided.

21 Q. Yes. This document is based on--I can tell

22 you, this document is based on materials received

[Page 391]

1 from your counsel.

2 A. I'll accept your premise, Mr. Weisburg.

3 Q. Okay. Now, the most number of bids--so, the

4 period during which you were busiest in making bids

5 was 2011; correct?

6 A. Yes.

7 Q. And between 2011 and 2010, you made 35 of

8 the total of 42 bids.

9 A. Yes.

10 Q. And you only made three bids in 2012;

11 correct?

12 A. Yes.

13 Q. And four bids in 2013?

14 A. Yes.

15 Q. Now, overall, 2013 was a very bad year,

16 financially, for Omega U.S.; correct?

17 A. Not really. No, not really.

18 Q. Well, Omega U.S. had a [Redacted]

19 [Redacted]; isn't that correct?

20 A. Yeah, but there's an explanation to it.

21 Q. I'm sure there is, but you hadn't--from your

22 [Redacted]

[Page 392]

1 [Redacted]; correct? Yes or no.

2 A. I'm sorry, Mr. Weisburg, the answer is--if

3 you want a simple answer, it is "no." To understand,

4 you'll need my response, and I'll--

5 Q. Yeah, but your--you can give any response

6 you want, but isn't it a fact that your audited

7 [Redacted]

8 in Omega U.S. in 2013? Yes or no?

9 A. Not in 2013, Mr. Weisburg, is what I'm

10 trying to tell you. That financial statement, the

11 fiscal year closes in the last day of March 2013, so

12 it really pertains to 2012.

13 Q. Okay. So, the financial statements--and you

14 might want to look at QE-104. Okay?

15 A. Yep.

16 Q. And if you look at Page 7.

17 A. Yes.

18 Q. Which is the statement of operations and

19 members' equity.

20 A. Yes.

21 Q. And it says here that your 2013 year ends

22 in--on February 28, and your 2012 year ends on

[Page 393]

1 February 29; correct?

2 A. Yes.

3 Q. Okay. And your 2013 year, you had a [Redacted]

4 [Redacted]?

5 A. Yes.

6 Q. [Redacted]

7 [Redacted];

8 [Redacted]?

9 A. Yes. The 10 month and the two months of the

10 year.

11 MR. WEISBURG: Mr. Shore, this would be a

12 good time for a break. And I think it's 12:30.

13 PRESIDENT SHORE: Thank you. It is close.

14 So, Mr. Rivera, same instruction: Please

15 don't speak to anyone about the case during lunch,

16 and let's reconvene at 1:30. 1:30.

17 THE WITNESS: Okay. Do I have a specific

18 place?

19 PRESIDENT SHORE: You can speak about lunch;

20 just don't speak about the case.

21 THE WITNESS: Okay. Thank you,

22 Mr. Chairman.

[Page 394]

(Whereupon, at 12:27 p.m., the Hearing was

adjourned until 1:30 p.m., the same day.)

[Page 395]

AFTERNOON SESSION

PRESIDENT SHORE: Back on the record.

Over to you, Mr. Weisburg.

MR. WEISBURG: Thank you very much.

BY MR. WEISBURG:

Q. Mr. Rivera, we were talking about Puerto

Rico, and you said that--you have said that Omega had

uninterrupted success in Puerto Rico and an

impeccable 30-year track record; is that right?

A. Yes.

Q. And you also say that--there's a company

profile in the record in which you say that Omega was

founded--in 1980, Omega had enjoyed a trajectory of

flawless execution in its 33 years in the

construction industry; correct?

A. Yes.

Q. And, in fact, Omega was in serious trouble

in Puerto Rico prior to July 2014; isn't that

correct?

A. No, it's not correct.

Q. You led, on behalf of Omega, the Coliseo de

Puerto Rico Project; correct?

[Page 396]

I'm sure I mispronounced it.

A. I did, yes.

Q. Okay. And that Coliseum Project was one of

Omega U.S.'s principal projects in Puerto Rico;

correct?

A. You can say that.

Q. And when did your company begin and finish

construction on that Project?

A. I don't recall the precise years, but I

think it was finished in or around 2004.

Q. Okay. So, a few years before you started

going to Panamá; correct?

A. That is correct.

Q. Okay. And this was a large-scale project?

A. It was.

Q. Now, the Comptroller General--or the Office

of the Comptroller of Puerto Rico had the opportunity

to take a look at that project; isn't that correct?

A. I believe that there is a report that says

so.

Q. Yeah. So, the Comptroller General hired

Structural Engineering Experts in 2009 to evaluate

[Page 397]

the Project, and they issued a report?

A. They did.

Q. Okay. And the Engineering Experts hired by

the Comptroller General of Puerto Rico to examine or

audit that project found many deficiencies in

construction, including cracks, steel rods exposed in

beams, columns in the roof, incorrect concrete

protections, holes in detachments of concrete with

steel reinforcement exposed, and other issues;

correct?

A. I believe that's what the Report says.

Q. And that report also found that the problems

required "quick attention."

A. I'll take your word for it.

Q. Well, okay. In this instance, I'll let you

do that.

And isn't it also a fact that--no, never

mind. I'll move on.

These problems with the coliseum were widely

reported in the Puerto Rican press; correct?

A. For a very, very short time, they were

published. The owner of the coliseum at the time

[Page 398]

that we built it was an agency called AFI, A-F-I.

That agency then turned over at some point the

coliseum many years later. Nonetheless, that is an

agency in Puerto Rico that, even after that report

that you're citing, still expressed that we were an

excellent contractor.

Moreover, that report never mentions Omega,

and it isn't clear by reading it whether they are

talking about design deficiencies or whom was

responsible for the deficiencies, and, more

importantly, I was never--or Omega was never given

the report or asked to respond to the report. There

was never a claim filed pursuant to that report, and

the news article for one week, I believe, or two, and

then it died.

Q. Omega was the GC on that Project, though;

right?

A. Yes.

Q. You say it was brief, but this reporting in

the press was in early 2010; correct?

A. I believe so, yes. And as a matter of fact,

I believe in 2011 we have letters from AFI addressing

[Page 399]

our performance for the agency.

Q. Okay. Well, those aren't in the record.

A. I believe they are.

Q. Okay. Well, we will try and find them. We

haven't seen them.

Now, if you could look at--well, before we

do that, isn't it a fact that in 2012 Omega's lines

of credit in Puerto Rico were canceled by its banks?

A. The--

Q. Please answer "yes" or "no."

A. No.

Q. Okay. So, [Redacted]

[Redacted]

[Redacted]

A. [Redacted]

Q. [Redacted]

[Redacted]

[Redacted]

[Redacted]

[Redacted]

[Redacted]

[Redacted]

[Page 400]

A. [Redacted]

[Redacted]

Q. [Redacted]

[Redacted]

A. [Redacted]

Q. [Redacted]

[Redacted]

[Redacted]

[Redacted]

[Redacted]

[Redacted]

[Redacted]

[Redacted]

[Redacted]

A. [Redacted]

[Redacted]

Q. [Redacted]

[Redacted]

[Redacted]

[Redacted]

A. [Redacted]

[Redacted]

[Page 401]

[Redacted]

[Redacted]

Q. Okay.

A. I just want to make sure that everybody

understands what they are looking at.

Q. Okay. Now--well, the date of this is

September 2013. Didn't, in fact, one of your lead

banks in Puerto Rico file a lawsuit against

Omega U.S. in April 2013?

A. It did.

Q. In that lawsuit, the Court issued an

attachment order. The bank was Oriental Bank. And

the Court issued attachment order in favor of

Oriental Bank?

A. It did.

[Redacted]

Q. [Redacted]

[Redacted]

A. [Redacted]

[Redacted]

[Redacted]

Q. Okay. Now, in addition to the litigation

[Page 402]

with Oriental Bank, Omega U.S. was involved in many,

many litigations in Puerto Rico prior to July 2014;

correct?

A. Well, it all depends--

PRESIDENT SHORE: Maybe we could have a

ballpark number rather than many, many--

MR. WEISBURG: Sure, well, let's do this a

different way.

BY MR. WEISBURG:

Q. Do you know how many cases were filed

against Omega U.S. in Puerto Rico between

October 2006 and the same time in July--in 2014?

A. 2006 and July '14?

Q. Yeah. The information we have doesn't quite

go year to year.

A. No, Mr. Weisburg, I don't know by memory.

Q. Okay. Well, would it surprise you to report

that you had been sued 24 times in that period?

A. No, it wouldn't surprise me.

Q. Okay.

A. The fact is that, quite unfortunately,

construction is a very contentious line of work.

[Page 403]

Most of those were subcontractors, and most of those

got settled or thrown out.

Q. Okay. Well, just for reference, the

citation to where I got that number of cases is

QE-53. I'm not going to take the Witness to it.

Yes. I'm sure many of those were customary

disputes with subcontractors and that kind of thing,

for which we understand and accept, but included

among the people that sued you in that period was the

Government of Puerto Rico; correct?

A. I believe that they did. There's a

provision in Puerto Rico law that a subcontractor

can--it's sort of like a lien. It works differently

than the typical mechanical lien that we are used to

here in the U.S. But a sub that has a dispute with

the general contractor can go through the owner and

file a claim against the owner, and what the

Government typically does is, it goes to the Court

and--consign is the right term?--it deposits the

monies that are in dispute in the Court, and, yes, we

had some of those.

Q. With the Government?

[Page 404]

A. Yes.

Q. Okay. And I think there was some reference

to this--

A. Which were all settled by the way and quite

properly actually.

Q. Mr. López made a reference or in the course

of his cross-examination he made reference to the

U.S. Salvation Army's Kroc Center Project.

That was a project of yours also; correct?

A. Yes.

Q. And also a principal project, along with the

coliseum, one of your more important projects?

A. I wouldn't call it--it was a beautiful

project, one that won many, many awards and for which

we were recognized in various occasions, but in terms

of size, it wasn't as big or in the larger-size

projects of Omega, but it was still an important

project.

Q. Okay. And this Project was completed around

2012 or 2013?

A. I believe so.

Q. Okay. And the client or the owner, the

[Page 405]

Salvation Army, sued Omega in Puerto Rico with

respect to that project; correct?

A. In 2015.

Q. Now, just very quickly--

A. Do you want to know what happened to it?

Q. No.

A. Okay.

Q. Your counsel can inquire.

A. Okay.

Q. Now, just taking a very brief look at Omega

Panamá's financials--and you might want to look at

C-137. So, C-137, which is the--I believe they are

[Redacted]

[Redacted]

[Redacted]

[Redacted]

A. Okay.

Q. And according to this Report, [Redacted]

[Redacted]

[Redacted]

A. Could you point out exactly if you could

help me?

[Page 406]

Q. Sure. It is Page 2 of the document, but it

is Page 4 if the little number in the middle says

Page 4.

A. Oh, I see it. Okay.

Q. So, 2011, equipment net. Those are tangible

assets; right? That's what usually on many

accounting statements would be called tangible

assets?

A. I'm not an accountant, Mr. Weisburg.

Q. Okay. [Redacted] correct?

A. That is what it says here, yes.

Q. Okay. And the [Redacted]

[Redacted]

[Redacted]

A. Correct.

Q. Okay. And now to go to--just so we have it

in the same place, [Redacted]

[Redacted]

[Redacted]

[Redacted] And I'm looking at page--again,

always looking at the page number in the

[Page 407]

middle--Page 4.

A. Again, Mr. Weisburg, I'm not an accountant.

I can tell you what the documents say, not--with the

description that you've given.

(Overlapping speakers.)

Q. So, what does the document say?

A. What line item?

Q. The [Redacted]

[Redacted]

A. That is correct.

Q. Okay. [Redacted]

[Redacted]

[Redacted]

A. Correct.

Q. Okay. [Redacted]

[Redacted]

[Redacted]

A. Yes.

Q. [Redacted]

[Redacted]

A. Correct.

Q. [Redacted]

[Page 408]

[Redacted]

[Redacted]

A. [Redacted]

Q. [Redacted]

A. [Redacted]

[Redacted]

Q. [Redacted]

[Redacted]

A. [Redacted]

Q. I'm going to move on to another topic, but

just quickly, you have a large team of lawyers here.

Are you paying the costs of this arbitration

yourself?

A. What?

Q. Are you paying for this, or do you have a

funding from some outside source?

MS. GORSLINE: Mr. President, may I

interrupt? I'm not sure that this is either relevant

or material to the issues in dispute in this case.

MR. WEISBURG: In ICSID Cases, it is

customary for us--for counsel to learn, or the

parties, and the arbitrators to learn whether there

[Page 409]

is litigation funding.

MS. GORSLINE: If I may, that is true if

there is a pending Application for Security for

Costs, which there is not in this case.

(Tribunal conferring.)

MS. GORSLINE: Mr. President, may I make one

more point before you rule?

The nature of our arrangement with our

client is also privileged. I would just like to put

that on the record.

PRESIDENT SHORE: Sorry, one second, I'm

going to ask you to repeat that. I seem to be coming

totally deaf.

MS. GORSLINE: I just wanted to put on the

record that it's our position that any arrangements

that might exist between Jones Day and its client

would also be privileged.

MR. WEISBURG: Yeah, I'm not sure which

privilege law is being invoked but that is certainly

not the rule in most U.S. jurisdictions. We're not

asking anything about the legal advice that is being

provided.

[Page 410]

PRESIDENT SHORE: The Tribunal's concern is

that there is an issue that has been put in play by

the Claimants about what's happened to Mr. Rivera as

a Claimant and the financial distress that he has

allegedly undergone. I say "allegedly," Mr. Rivera,

not because I disbelieve anyone at this time, but

that's the word I have to use.

And on that basis, a general answer, to the

extent that that is arguably relevant to that

issue--the Tribunal can't think of another one--but

that is arguably relevant based on the way that moral

damages are being pleaded by the Claimants in this

case because of what's happened to Mr. Rivera.

So, if the question is limited in that way,

that he's in a position to pay lawyers, then we

permit a general answer, "yes" or "no," that he's in

a position to pay for a legal team in this

Arbitration because that is arguably relevant based

on what the Claimants have pleaded.

So, Mr. Rivera, if you can--a very general

answer will suffice if you take into account that

we're not interested in any particulars, but we are

[Page 411]

interested based on the way that your damages claim

has come in, whether you're in a position to say that

you are capable of paying for a legal team to

represent you in this Arbitration.

THE WITNESS: The response is not. My

response is not.

PRESIDENT SHORE: "Is not." Okay.

BY MR. WEISBURG:

Q. So, just to be crystal clear--I just want to

clarify this question--I asked, "Are you paying for

this or do you have funding from an outside source?"

And the answer to that question--I understand your

answer to be is that you're paying for this; is that

correct?

A. No. I was answering the Chairman's

question, whether I was--I had the sources to pay for

this litigation, and my answer is, no, I don't have

the--

PRESIDENT SHORE: Do not personally have the

ability to pay for this proceeding?

THE WITNESS: That is correct, Mr. Chairman.

BY MR. WEISBURG:

[Page 412]

Q. Again, I'm not going to ask for the details

or names or whatever, but Jones Day is being funded

from some other source other than you?

A. There's no third-party funder, Mr. Weisburg.

MS. GORSLINE: Mr. Chairman, I believe that

question went beyond what you had allowed.

PRESIDENT SHORE: Yes.

(Comments off microphone.)

MR. WEISBURG: Okay. Got it.

BY MR. WEISBURG:

Q. So, one of the contracts obtained by the

Omega Consortium was for the construction of a

regional courthouse in La Chorrera by the Judicial

Authority. The Award of that Contract was the result

of competitive--a competitive bidding process; is

that correct?

A. Yes.

Q. And on October 1, 2012, the Judicial

Authority issued an invitation to bid; is that

correct?

A. The time sounds about right.

Q. Well, let's go to C-24.

[Page 413]

A. C-24?

Q. C-24. C-24.

A. There's just one page?

Q. No. We've got something wrong here. Can

you check? This is what I have as C-24. Does it look

like that?

A. Yeah. I just have one page.

MR. WEISBURG: It looks like he has an

imperfect copy. Could you get him C-24? It should

be eight pages.

(Comments off microphone.)

BY MR. WEISBURG:

Q. Is that the invitation to bid?

A. Yes.

Q. And it appears to have been signed by

Justice Moncada Luna. That one doesn't say that it's

signed, but it says there's a signed copy signed by

Justice Moncada Luna on record.

MS. GORSLINE: I'm sorry to interrupt again,

but we don't have a copy of what he's looking at at

counsel's table.

Mr. Chairman, would it be possible to--

[Page 414]

MR. WEISBURG: That's my copy. If you can

go look at it, it is C-24, C-24. It's in his book.

Oh, maybe the book is imperfect. Okay.

MS. GORSLINE: It's not in my--

MR. WEISBURG: All the books are defective.

I got it.

MS. GORSLINE: It says "Resubmitted." Are

we looking at the right one? I wonder if that's the

issue.

(Comments off microphone.)

MR. WEISBURG: I'm sorry. I may have

confused it. Am I interrupting?

PRESIDENT SHORE: Yes.

MR. WEISBURG: I may have confused

everything. That's my own copy, which only has

selected pages. The original document is

400-and-something pages.

MS. GORSLINE: Mr. President, with your

permission, can we take Mr. Rivera a copy of full

document, and then Mr. Weisburg can have his copy

back?

PRESIDENT SHORE: Thank you. Yes.

[Page 415]

MR. WEISBURG: Sorry.

(Comments off microphone.)

BY MR. WEISBURG:

Q. I have, like, one question, and I'm really

only interested in the Witness identifying the

document and confirming that the covering material

was executed by Justice Moncada Luna. So, I'm really

only interested in the cover and Page 8.

A. The cover is the RFP--the cover for the RFP

of La Chorrera, and then Page 8, you said,

Mr. Weisburg?

Q. Yes.

A. In the version that I have, it says "Justice

Alejandro Moncada Luna," but it doesn't have a

signature.

Q. Yeah. It says--but it also says "original

signature"; correct? Underneath his name.

A. Yes.

Q. Okay, thank you. That's all I want.

A. Okay. Should I return this to someone?

Q. They are happy for you to keep it.

And I think you--maybe you didn't say

[Page 416]

this--Omega was one of four bidders on this Project;

correct?

A. Correct.

Q. And Omega's bid was $16,495,000--or

bolivars?

A. Again, the number sounds about right, but

I'll have to see the document.

Q. We'll show you.

And on October 17, 2012, Justice Moncada

Luna chose Omega as the successful bidder; correct?

A. No.

Q. Well, let's look at--if you could go--and I

hope we have more success with this--to R-6.

This is an Administrative Resolution

awarding this Contract; correct?

A. Yes, by the Supreme Court.

Q. Well, it says--it is signed by Justice

Moncada Luna; correct?

A. But it is the Supreme Court, yes.

Q. Is it signed by Justice Moncada Luna? Yes

or no.

A. Yes.

[Page 417]

Q. Okay. And it says at the top--I'm reading,

of course, the English--"The Chief Justice of the

Supreme Court of Justice, in use of his powers

conferred under law; and whereas"--and then he

recites the history of the bid, and then he says,

"hereby resolves"--second page of the

translation--"to award the Contract for construction

of a building for the Regional Judicial Unit as

follows." And then it says "Omega"; correct?

A. Correct.

Q. And just to get back to a prior point, it

shows the total amount of your bid in bolivars as

16,495,000?

A. That's correct.

Q. Sorry, balboas. Wrong hero.

A. It is just for everybody--it is fair 1:1 for

dollars, so we can confuse them. It will be all

right.

Q. But balboas and bolivars aren't the same.

A. No, you're right.

Q. Now, following the selection of Omega as

reflected in R-6, you ultimately entered into a

[Page 418]

contract with the Judicial Authority for the

construction of the La Chorrera Courthouse; correct?

A. The Consortium, the Omega Consortium, did.

Q. Fair enough. And that's C-48; correct?

C-48.

A. Yes.

Q. And this, too, was signed by, among others,

Justice Moncada Luna; correct?

I'm looking at Page 11.

A. Correct.

Q. And this Contract, as we've heard previous

testimony from you, Mr. López, was not--I'll use the

word "effective"--until it was also counter-signed by

the Comptroller General; correct?

A. I'm sorry. I didn't understand the term you

used.

Q. Sure. Sure. This Contract, to be

effective, required the signature of the Comptroller

General?

A. Yes, that's correct.

Q. And Moncada Luna?

A. Yes, that's correct.

[Page 419]

Q. Now, the next step in this process was an

order to proceed; correct?

A. That typically is the case, Mr. Weisburg.

Q. Yes. And if you could look at C-151, that's

the order to proceed; correct? Along with your

acknowledgment of receipt of the order to proceed.

A. Correct.

Q. Now, this Contract--and you might want to go

back to C-48--provided that Omega was to receive an

advance payment of 15 percent of the Contract value

following issuance of the Notice to Proceed; correct?

A. I believe that is the case.

Q. Yes. In fact, that payment of 15 percent

was made to Omega Panamá on April 3, 2013; correct?

A. I'll have to look at the document,

Mr. Weisburg.

Q. Sure. So, if you can go to an exhibit that

we'll spend some time with, R-114.2, which is the

second page of R-114.

A. Okay.

Q. And this is the payment of that initial

15 percent, isn't it?

[Page 420]

A. Mr. Weisburg, may I ask--I'm not sure if I

know this document.

Q. Well, this is a shock. Isn't it the case

that for the--what I've been calling the Federal

Government, the Presidential Government of Panamá,

the checks come from the Ministry of Economy and

Finance; correct?

A. I'm sorry. My question is--you referred me

to--

Q. I'm sorry. I'll ask a much simpler

question. I'm referring to R-114.2. The numbers are

on the upper right.

A. Oh, okay. Thank you.

Q. There is a check dated April 3, 2013?

A. Yes, that is correct.

Q. And this is the payment--the 15 percent

initial payment by--on behalf of the Judiciary for

the La Chorrera Contract?

A. Yes.

Q. Now, Omega deposited this check into its

account at Banco BAC de Panamá; correct?

A. Correct.

[Page 421]

Q. And if you look at 114.3, this is your bank

statement that shows the deposit of this check;

correct?

A. Correct.

Q. So, that's on April 4, 2013, and then later

that month, on April 25, there was a debit to this

account of $250,000; correct? That's 114.4.

A. Correct.

Q. And that transfer was to the account of PR

Solutions; correct?

A. Yes.

Q. I may have asked this before, but just

organizationally, you personally hold the shares now,

or at this time, for PR Solutions; correct?

A. Yes. Then and now, still.

Q. And this transfer from Omega Engineering to

PR Solutions was authorized by you?

A. It was.

Q. Okay. And at the time just prior to the

receipt of these funds in the PR Solutions account,

the PR Solutions account had standing to its credit

just a nominal amount of money; is that correct?

[Page 422]

I'm looking at 114.5.

A. Yes.

Q. Now, PR Solutions had no role in the

La Chorrera Project; right?

A. I'm not entirely certain. PR Solutions

was--on occasion used, when we had to--brought in

specialists to do something, our labor

restrictions--Omega Panamá or the Omega Consortium

had belonged to a labor union, so on occasion we had

to do work that we would subcontract to PR Solutions,

and PR Solutions would hire, and then we didn't have

to go through the labor union.

Q. Okay. That's very interesting, but did that

happen in this circumstance?

A. I'm not sure if it did.

Q. And do you know of any record, any document

in the entire record of this case, that makes

reference to PR Solutions performing that function?

A. No.

Q. Now, you did testify about what you did with

PR Solutions, and you said that you used it for your

non-Omega personal investments; isn't that right?

[Page 423]

A. What section are you referring to?

Q. So, if you look at your First Statement at

Paragraph--my notes say 97. Let's find it, though.

Go to Paragraph--First Statement,

Paragraph 97. So, you can look at the last two

sentences, and it says: "It had always been our

practice to keep Omega isolated from any potential

liability not related to its core business; hence, my

decision to use PR Solutions to fund the transaction

on behalf of Punela"--which we'll get to in a

minute--"instead of Omega Panamá."

Do you see that?

A. Yes.

Q. So, this suggests that PR Solutions was used

to separate your activities from the Omega

construction business?

A. Yeah, the group's activities that were not

related directly to Omega.

Q. So, getting back to what you testified

before, a moment ago, it would be inconsistent with

that design, that corporate design, to use

PR Solutions to pay for anything related to one of

[Page 424]

your construction projects. Isn't that the case?

A. No, I don't see it as inconsistent.

Q. Well, you used PR Solutions to keep a

barrier with the core business of Omega.

Isn't that what you're saying in this last

sentence here?

A. Yeah, and to avoid potential liability,

which was what I was trying to explain with regards

to the labor union.

Q. Now, we had alleged--we had said in one of

our submissions that you commingled funds between

Omega Panamá and PR Solutions, but you responded very

specifically that--"I reject this" you said,

quote/unquote, and you said that you kept strict

records of your companies' accounts, "audited by

third parties."

Do you remember saying that?

A. Yes.

Q. You in fact, this 250,000 that we've just

seen go from Omega to PR Solutions, you did carry

that on the books and records of PR Solutions as an

intercompany payable to Omega Engineering; isn't that

[Page 425]

the case?

A. Again, Mr. Weisburg, I'm not an accountant.

Q. Well, this isn't really very high-level

accounting.

If you could go to C-904 at Page 15, which

is a document of poor quality, but I think we'll be

able to get through it.

A. I'm sorry. Can you give me the number

again?

Q. So, C-904, 9-0-4, at Page 15. It's a

document that comprises a lot of different things.

We're only interested in this one page.

A. Okay.

Q. Okay. And so, the label or the title to

this document--and I'll ask you to agree with me, but

I struggled through it, and I think I have it--it

says in the first line at the upper left "PR

Solutions," and the second line says "intercompany

payable to Omega Engineering Inc.," and the third

line says "year ended"--oh, you don't have it. I'm

sorry.

A. Yeah, what page?

[Page 426]

Q. Okay. It is C-904, Page 15.

A. I'm here.

Q. You got it. Are you sure you've got it?

A. Yes.

Q. Okay. Now let's see if we can agree with what

it says. Okay?

So, in the upper left, the first line says

"PR Solutions"; right?

A. Yes.

Q. And the second line says "intercompany

payable to Omega Engineering Inc."?

A. Yes.

Q. And the third line says "year ended

December 31, 2013"?

A. Yes.

Q. Okay. And, just to refresh your

recollection, we're referring in R-114 to a transfer

from Omega Panamá to PR Solutions on April 25, and

this says there's a $250,000 payment or account

payable, intercompany payable, 4/25/2013; correct?

A. I see the transfer of funds. I'm

translating, but transfer of funds, Punela

[Page 427]

Development, Los Santos, dated April 25, 2013, for

$250,000.

Q. Okay. So, that looks like the payment - the

transfer we've just been talking about; correct?

A. Yes.

Q. Okay. So, that's on the PR Solutions side.

A. Okay.

Q. So, let's look on the Omega Engineering

side. And we have a--so, this is for year-end

December 31, 2013. So, if you could look at C-136,

which is the Omega Engineering side [Redacted]

[Redacted]

[Redacted]

A. [Redacted]

Q. [Redacted]

[Redacted]

[Redacted]

[Redacted]

[Redacted]

[Redacted]

[Redacted]

A. I may not be looking at the right page,

[Page 428]

Mr. Weisburg.

Q. Okay. It's the one that has the 4 in the

middle. So, C-136?

A. I'm sorry. I was looking at C-135.

Q. Again, I'm looking to see if the $250,000

showing as a payable on the PR Solutions side is a

receivable on the Omega Engineering side.

[Redacted]

[Redacted]

[Redacted]

A. If you can point me to the right--

Q. Sure.

MR. WEISBURG: Can I go visit the Witness

for a second?

(Comments off microphone.)

MS. GORSLINE: I think I can trust

Mr. Weisburg for just a few moments.

(Comments off microphone.)

BY MR. WEISBURG:

Q. I'm looking right there.

A. Okay. I got it. Thank you.

Q. So, the $250,000 does not appear to be

[Page 429]

recorded there, does it?

A. [Redacted]

Q. [Redacted]

[Redacted]

[Redacted]

[Redacted]

[Redacted]

A. Yes.

Q. [Redacted]

[Redacted]

A. [Redacted]

Q. [Redacted]

[Redacted]

[Redacted]

A. I can't say, Mr. Weisburg.

Q. You can't say?

A. No. I'm sorry, I can't say.

Q. Okay. [Redacted]

[Redacted]

[Redacted]

A. No.

Q. [Redacted]

[Page 430]

[Redacted]

A. It could.

Q. [Redacted]

[Redacted]

What subcontracts did you have with

PR Solutions in 2013?

A. Again, Mr. Weisburg, I don't have that

information, but you're asking me to make an

assertion that I'm simply stating that I'm not

capable of doing.

Q. Okay. And just to check out one more

category, there's a category, which I would suggest

it would be much more appropriate as a place to carry

this, [Redacted]

[Redacted]

A. Yes.

Q. [Redacted]

[Redacted]

[Redacted]

A. Yes, it is listed right there.

(Interruption.)

[Page 431]

A. Yes, it is listed right there.

Q. And it goes on to say: [Redacted]

[Redacted]

[Redacted]

[Redacted]

[Redacted]

A. Incorrect.

Q. [Redacted]

A. In what item, Mr. Weisburg?

Q. [Redacted]

[Redacted]

A. [Redacted]

Q. [Redacted]

A. Yes.

Q. But you would agree, having looked at the

[Redacted]

[Redacted]

A. [Redacted]

[Redacted]

Q. Okay. Now, returning to the R-114, so we

saw that there was a transfer from Omega to

[Page 432]

PR Solutions on April 25. Immediately before that

transfer, PR Solutions also had a very--had a very

low balance; correct? That's R-114.5.

A. Yes.

Q. And now immediately, as in the same day,

that that $250,000 was credited to the PR Solutions

account, it was also debited to that account;

correct?

A. Yes. That transfer was specifically for the

Tonosí Promise Purchase Agreement.

Q. So, why did you run that money through the

PR Solutions account for a moment?

A. Because I wanted to keep it separate from

Omega.

Q. So, it was Omega money that went to

PR Solutions; right?

A. Well, the buyer was Punela; right? So, in

other instances what had happened is that, if within

a certain time, the entity that is buying the land or

making the investment cannot pay back, then what we

do is that we merge the companies. And so, since in

that event, I didn't want to merge any real estate to

[Page 433]

Omega. That's the same thing that I do in all my

transactions.

Q. What do you mean by "merge the companies"?

A. Well, these are investments that are

expected to receive a return and to bring back the

money. So, if some time elapsed and at some point we

might decide that the change that account receivable

from an investment or an--you know, the ownership--in

this instance, PR Solutions would have become the

owner of Punela, if Punela was not able to pay them

back at some point.

Q. Did you own Punela directly?

A. I did.

(Interruption.)

MR. WEISBURG: I'm sorry. It's my fault.

Forgive me.

BY MR. WEISBURG:

Q. So, did you get that? Let me repeat that

question.

Did you own Punela personally?

A. I did.

Q. Okay. So, you directly held the shares.

[Page 434]

A. Yes.

Q. But Punela, the putative buyer, was never put in funds itself, was it?

A. I'm sorry?

Q. Punela never had the funds to make this acquisition.

A. No, no. It was merely created--in the same way that when we created Omega Panamá, we put money into Omega Panamá. We did the same thing with Punela.

Q. No, but you didn't put the money into Punela.

A. We did. In the form of an asset.

Q. But you didn't--but when the--but the check that was paid to Ms. Reyna, as we'll see in a moment, came directly from PR Solutions and not Punela; is that correct? Even though Punela was listed as the buyer in the underlying real estate contract.

A. Mr. Weisburg, there were a few things there that I don't agree with. First, we didn't pay Ms. Maria Reyna. We give the money to her law firm, which was supposed to be deposited in an escrow

[Page 435]

account. That's the first.

And also, the monies that were supposed to be held in escrow by Reyna y Asociados were for the benefit of Punela, not for the benefit of PR Solutions.

Q. We'll get back to that.

So, we were looking at 114.5, which shows the $250,000 coming into PR Solutions, and then if you could look at R-114.6, please.

And what's this?

A. That is the check that PR Solutions made to Reyna y Asociados on behalf of Punela.

Q. Well, it doesn't say "Punela" anywhere on here, does it?

A. On this document, no, it doesn't.

Q. Okay. And this is--so, this is a PR Solutions' check. Who is the signer of this check?

A. I believe that's the signature of Francisco Feliú.

Q. And we've heard his name before, but I don't know if it's clear who he is.

[Page 436]

Who is he?

A. Francisco Feliú was an employer--an employee, I'm sorry, of--first, of PR Solutions and then Omega. He remained a Director of PR Solutions, nonetheless.

Q. So, he was a Director of PR Solutions and employee of Omega?

A. At the beginning, he was an Officer and a Director at PR Solutions, then he assumed some roles in Omega and then so he was transferred to Omega, but he remained as a Director of PR Solutions.

Q. Okay. Did he have any role with Omega U.S.?

A. Before he went to Panamá.

Q. Before he went to Panamá. Okay.

So, he was with you in Puerto Rico before you moved down?

A. That is correct.

Q. Okay. And then, of course, we can see in 114.7 the $250,000 debited from the PR Solutions account.

Now, and then if you could look at 114.8, this shows the credit to Reyna & Associates account

[Page 437]

of the $250,000 on April 26; isn't that correct?

A. That's what this document shows, yes.

Q. Okay. Did you or any of your representatives invite Ms. Reyna to appear at this proceeding?

A. No.

Q. Now, you worked regularly in Panamá with a gentleman named Nicolas Corcione; correct?

A. No.

Q. Well, you bid for properties with him, didn't you?

A. We bid on a project, on a tower for Morgan & Morgan, the law firm in Panamá. They were building a new tower. It was made of steel and so the Corcione Group reached out to us because of our experience in steel structures and invited us to participate in a joint venture to bid for the project, which we didn't get.

Q. Okay. It says--and I'm looking at your Third Witness Statement at Page 13, Paragraph 25. In the fifth line, and it says: "Nicolas Corcione is the one of the largest developers in Panamá, and I

[Page 438]

met him soon after arriving in Panamá. We bid as a joint venture on certain projects (which we did not win) and we remain friendly as many in the construction industry do."

Now, it says--and I don't want to quibble with you, but it says: "We bid as a joint venture on certain projects," plural.

Was there more than one?

A. We looked into another project. I believe it was the Convention Center, but at the end, we decided not to bid for that job.

Q. So, you considered bidding with Mr. Corcione on more than one project?

A. On those two, yes.

Q. Now, you were introduced to Ms. Reyna by Mr. Corcione; isn't that right?

A. No.

Q. Well, are you aware that Ms. Reyna has testified that that's what happened?

A. No.

Q. Okay. So, you were--so, how--what's your recollection as to how you were introduced to

[Page 439]

Ms. Reyna?

A. Mr. Weisburg, I have testified and so has Ms. Reyna and everybody--I think it's well established--I don't know Ms. Reyna.

Q. Well, you were in--essentially in business with her, isn't that a fact?

A. Was I--can you repeat the question, again, Mr. Weisburg?

Q. Let me amend that. You had an important transaction with Ms. Reyna?

A. I had a transaction with JR Bocas, and it wasn't me. It was Punela, one of my companies.

Q. I'm sorry, which company? Punela. Sorry.

Now, Mr. Corcione was also a bidder on courthouse projects during the Moncada Luna Administration; isn't that correct?

A. You mean the La Chorrera Project?

Q. That or--weren't there a number of courthouse projects more or less simultaneously during the Moncada Luna Administration?

A. I'm not aware of it. I am aware that he was one of the competitors at La Chorrera.

[Page 440]

Q. Okay. And there was also some kind of maritime court project at the same time? Are you aware of that?

A. I read--well, some of it came into the documents, but I'm not aware of any details with regards to that.

Q. But it was your understanding that Mr. Corcione was very well connected with Justice Moncada Luna. Isn't that a fact?

A. No.

Q. So--I'm sorry my question was ambiguous.

So, are you saying that affirmatively he was not known or did not know Justice Moncada Luna, or you don't know whether he knew Justice Moncada Luna?

A. I simply don't know who Mr. Corcione knew or didn't know.

Q. Okay. Now, getting back to a point that we were just talking about, you say in your First Statement at Paragraph 85 that: "I never had any personal contact or relationship with Ms. Reyna."

Now, your wholly owned company paid her a check of at least $250,000; isn't that correct?

[Page 441]

A. No, it isn't, Mr. Weisburg. Once again, it was Punela to JR Bocas, and the monies were deposited at the law firm, Reyna & Associates, escrow account.

Q. Well, first of all, it wasn't Punela. It was PR Solutions that paid the money; isn't that correct?

A. On behalf of Punela.

Q. Okay. Although the check and all the documents we have seen don't say that, do they?

A. The Contract, the Promise Contract does.

Q. Okay. Now, looking at the Reyna y Asociados account at R-114.8, it was also the case that before this $250,000 got there, she had, you know, very close to a zero balance; isn't that correct? Or inconsequential balance?

A. That's what this document shows.

Q. Okay. And you understand that Ms. Reyna very quickly after receiving this $250,000 remitted 125,000 of it to Sarelan; isn't that correct?

A. No, it isn't.

Q. Well, if you could look at 114.9, which is admittedly a poor copy, although there's a note at

[Page 442]

the bottom which clarifies it.

This appears to be a check from Reyna y Asociados payable to Sarelan Corporation in the amount of $125,000 on April--May 3, I'm sorry, May 3, 2013.

A. Mr. Weisburg, I have no relationship nor access to the bank accounts of Ms. Reyna. I've heard about Sarelan in the context of the investigation on the National Assembly for the first time. So, while I can see this, this is new in the context of the events that we're discussing in this case, not prior to that.

Q. But going back to R-114--sorry, R-114.8, the Reyna & Associates bank statement, it is clear that it is your money, the $250,000 received from PR Solutions, that goes out to Sarelan via this $125,000 debit; isn't that correct?

A. I'm not certain about that, Mr. Weisburg.

Q. Now, you received--you--Omega received a second payment under the contract with the Judicial Authority in July of 2013; isn't that correct?

A. I believe so, yes.

[Page 443]

Q. And the amount of that payment was $587,844; isn't that correct?

A. Again, Mr. Weisburg, if you say so.

Q. No, I'm not testifying.

A. Well, then please tell me where to look.

Q. Okay. There are a couple places, but let's--114.13.

A. And, Mr. Weisburg, to be clear, I'm not being evasive, I can't remember off the top of my head.

Q. That's fine. I'm not suggesting you were, but I can't answer the questions.

A. Okay. Which page?

Q. 114.13.

A. 114.1--

PRESIDENT SHORE: Same document, just flip over a couple pages.

BY MR. WEISBURG:

Q. Yeah, 114.13.

A. Okay. Thank you.

Q. Ministry of Economy and Finance check.

A. Yes. 587,844.93.

[Page 444]

Q. And that's the second payment to Omega Engineering, Inc., out of the La Chorrera Contract; correct?

A. Yes.

Q. And this was deposited into the Omega Engineering account on July 11; correct?

A. Yes.

Q. And as we'll see, this transaction is quite speedy. On the next day, on July 12, you debited the Omega Engineering account by $250,000 and move that to the PR Solutions account. And that's reflected in 114.15 and .16.

A. You mean "speedy" with regards to this check or the other--

Q. You'll see the transfers happen quickly. So, the money comes in on the 11th and on the 12th, it goes out to--it's debited the Omega Engineering account and credited to PR Solutions?

A. I see. It is on the other page.

Q. Yep. And then on the 12th, there's another check drawn on the account of PR Solutions payable to Reyna y Asociados; correct? That's 114.17.

[Page 445]

A. Correct.

Q. And this is also signed by Mr. Feliú?

A. Yes.

Q. And this transfer to PR Solutions is also carried on the records of PR Solutions as an intercompany payable; isn't that correct?

And if you want to look at C-904 that we looked at before.

A. You showed me that, Mr. Weisburg. I would agree.

Q. So, you agree that this $250,000 paid from Omega Panamá to PR Solutions is carried as an intercompany payable?

A. Yeah. That's what you showed me.

Q. Okay. And you would also agree that is not reflected in the books of Omega Panamá as an intercompany receivable?

A. On the particular financial statements that you showed me.

(Interruption.)

PRESIDENT SHORE: Are there other financial statements that you know of that would cast further

[Page 446]

light? Your answer was "on the particular financial statements that you showed me."

Are there others?

THE WITNESS: Yes. As I was trying to explain earlier, the--you know what? I was confusing with Omega U.S., which has a closing on 2013. So.

PRESIDENT SHORE: Thank you. All right.

BY MR. WEISBURG:

Q. Both of these, the Omega Panamá financial statements and the one-page PR Solutions financial statements both reflect a year end--a 12/13/2013 closing point of time?

A. You're correct, Mr. Weisburg. I'm sorry, I was...

Q. No problem.

Now, this--we were looking at 114.17, which is the second check on the PR Solutions account. And that check was then debited to the PR Solutions account. And that's 114.18; isn't that correct?

A. Yes.

Q. And it was credited to the Reyna y Asociados account on--I can't tell the exact day because of a

[Page 447]

hole punch, but later in July--sometime in July, and that's reflected in 114.19; correct?

A. Yes.

Q. And then Reyna just then transferred that through two $75,000 payments to Sarelan; isn't that correct?

A. This is what these documents show and what I've learned through this process.

Q. So, between April and July of 2013, you, acting through wholly owned Companies, paid Reyna and Asociados half a million dollars; correct?

A. No.

Q. Well, there are two transfers from PR Solutions to Reyna and Asociados of 500,000--that comprise $500,000; isn't that correct?

A. But those were not payments. They were supposed to be deposited on an escrow account.

Q. Is there escrow Agreement that you're aware of?

A. The Contract calls for Ms. Reyna or Reyna and Asociados to hold those monies in account, in escrow.

[Page 448]

Q. Have you ever seen a document that is in form or substance an escrow executed by Reyna?

A. Other than the "promesa y"--the "complementa." That's the document I've seen, Mr. Weisburg.

Q. And that you're referring to the--you're referring to the promise of purchase and sale Agreement.

A. Yes.

Q. Now, I asked you this about Reyna, but did you or your counsel invite Justice Moncada Luna to testify at this proceeding?

A. No.

Q. And would you agree that it would be rational and appropriate for a prosecutor to want to interview a creditor of the Judiciary who was remitting large sums received from the Judiciary to an account controlled by the Judiciary's Chief Officer?

A. Well, there's a couple of premises that I don't agree with, Mr. Weisburg. First of all, Mr. Moncada Luna did not control the accounts of the

[Page 449]

judicial system. There's a whole--and it's been discussed through the whole day how--there's a different layers of approvals and the--and I believe Mr. Ryan spent a lot of time yesterday talking about the controls of the Comptroller General, so I wouldn't characterize as Mr. Moncada Luna having control over the judicial system accounts.

And the other thing is that--investigate a Company simply because it holds a Contract with a Government agency, I don't think it's sufficient, but then, again, I'm not an Expert.

Q. Okay. I think you may have misunderstood my question, because the control of the account I'm referring to would be an account controlled personally by the Judiciary's Chief Officer, an account like Sarelan. So, let me read you the question again.

A. Okay.

Q. Would you agree that it would be rational and appropriate for a prosecutor to want to interview a creditor of the Judiciary who was remitting large sums received from the Judiciary to an account

[Page 450]

controlled by the Judiciary's Chief Officer?

A. Yes, but this is not this instance. We were not remitting any monies to an account controlled by Justice Moncada Luna.

Q. Okay.

MR. WEISBURG: Now, what's the break plan? Because I'm changing topics.

(Comments off the record.)

BY MR. WEISBURG:

Q. Now, I'd like to look at the famous Promise of Purchase and Sale Agreement. Your counsel has filed three different translations, but we're happy to use the last one, which is C-78--it's got a funny title--"C-78, Resubmitted 2."

Got it?

A. Yes.

Q. Okay. And, obviously, there's a Spanish original and the much-labored-over English translation.

Now, who negotiated this Contract? You or Mr. López?

A. Mr. López.

[Page 451]

Q. Okay. He's testified that he tried to negotiate an adjustment of the price, but that the retort he got was the price had already been agreed by you; is that correct?

A. I had given him instructions that I would be willing to pay a million dollars for it.

Q. Okay. Did you ever have any negotiation with anybody to arrive at that million-dollar figure?

A. No, but I had conversations with plenty of people.

Q. Well, who did you have conversations with about that particular topic?

A. Mr. Chevalier and some of his associates.

Q. And did you have any conversation with the Seller?

A. No.

Q. So, you didn't talk to the Seller's representative, Ms. Reyna? You didn't talk to the representatives of this woman in California who is behind JR Bocas?

A. No.

Q. You didn't speak with anybody else who

[Page 452]

represented JR Bocas?

A. No.

Q. Okay.

A. My attorneys and Mr. López did.

Q. Okay. Prior to the point in time--can you identify a date in time when you announced that the price you were willing to pay was a million dollars?

A. Early 2013.

Q. Okay. And just to be more precise, through that moment in time when you announced the million-dollar price, had anybody else who works for you had any conversation about this transaction with any third Party, either Reyna or anybody else?

A. Aside from Frankie and I don't know if--well, not within my organization, no. Aside from Frankie, I don't know about anybody else.

Q. Okay. And who did--so, Frankie is Mr. López; correct?

A. I'm sorry, yes.

Q. It's okay. We can call him Frankie. We just need to be clear.

Prior to this moment in time when you

[Page 453]

announced the million-dollar price, who had Frankie spoken to about this prospect?

A. I'm not certain about that.

Q. Okay. And I just want a complete list of everybody you spoke to about this property with respect to the price before that moment in time when you instructed Frankie that it was a million dollars.

So, who had you spoken with?

A. Mr. Weisburg, this was seven years ago, and--

Q. Do the best you can.

A. All right. I know I spoke to Mr. Chevalier. He had a partner, big guy--don't remember his name. I can certainly look for his name somewhere in the documents, but I spoke to him, and I spoke to Frankie, and--I don't know. Probably, I spoke to a lady I was dating at the time who was an attorney and a--but, again, it is very hard to recall who I was talking to at the time, Mr. Weisburg.

Q. Okay. To your knowledge, had--did any of those people with whom you had spoken speak to the Seller or the Seller or any representative of the

[Page 454]

Seller?

A. Other than Frankie, no.

Q. But you just told us Frankie did not have such conversations before you announced to him the million-dollar price?

A. I'm sorry. I understood you were asking if any of those that--

Q. No. I'm trying to see what conversations there were about price prior to the point in time when you told Frankie: "It's a million dollars."

A. The ones I just told you about.

Q. Okay. Now, you were here for the Openings; correct?

A. I was.

Q. Yeah. Okay. So, you heard what I had to say about this document. Now, one of the things that we've identified is there's no notarization or authentication with respect to the signature of Ms. Reyna; correct?

A. That is correct.

Q. Okay. And it's your testimony repeated today that you didn't know Ms. Reyna.

[Page 455]

A. That is correct.

Q. And did you do anything like you might do in the United States with a Seller of real estate is a DNB or some kind of inquiry about somebody's credit rating? Did you do anything like that on Ms. Reyna?

A. But, Mr. Weisburg, the problem is that I gave instructions to my attorneys and to Frankie to carry out a transaction, and in Panamá, which, of course, we relied on local counsel for all this, and you're asking me questions that I cannot answer. I wasn't there asking those questions. I wasn't--

Q. I don't want any answer that is not yours. If you don't know about it, say you don't know about it. I'm just asking about what you know. Okay?

And I want to know if you took any steps to determine the credibility and the authority of Ms. Reyna to sign this document?

A. I didn't. My attorneys were supposed to do that.

Q. Okay. Did you have any conversations, yourself, with your attorneys, with respect to this transaction?

[Page 456]

A. I believe I did.

Q. Okay. When were they and what was discussed?

MS. GORSLINE: Mr. President, "when were they" is fine. But what was discussed is privileged.

PRESIDENT SHORE: Why don't we go with "when and who?"

MR. WEISBURG: We'll go step by step.

THE WITNESS: The "who" would be Ana Graciela Medina, and the "when" would be at some point in April 2013.

BY MR. WEISBURG:

Q. So, I take it that you don't personally recognize Ms. Reyna's signature; is that correct?

A. Can you repeat the question? I'm sorry.

Q. You don't personally recognize Ms. Reyna's signature.

A. No, I don't.

Q. And this is also signed by Luis Montaño. Montaño. Do you know who he is?

A. He's an employee at IGRA.

Q. Have you ever met him?

[Page 457]

A. I'm not entirely sure. I might have.

Q. Now, have you personally ever seen any document confirming the authority of Ms. Reyna to sign this document on behalf of J.R. Bocas Investments Inc.?

A. Yes, I have.

Q. And what have you seen?

A. I've seen the Public Registry on the--Panamá's Public Registry website. It says who is the legal representative of the corporation.

Q. And does that constitute--does that registration form constitute authority to sign a million-dollar real estate transaction?

A. Mr. Weisburg, I'm not an attorney.

Q. You never purchased property in Panamá before this; isn't that correct?

A. Yes, that is correct. I've never purchased property before in Panamá, real estate property.

Q. And you know that this Contract was never registered in the Public Registry; isn't that correct?

A. And I wasn't expecting it to be registered.

[Page 458]

Q. Okay. So, it wasn't registered, was it?

A. No, it wasn't. It wasn't--it wasn't a deed of purchase. It was a promise of purchase.

Q. But you do understand that promises of purchase, if they are in the right form, can be registered in the Public Registry under Panamanian practice.

A. If you tell me so, I'll take your word.

Q. No, I don't--I'm not testifying. I'm not testifying. You can say "you don't know," but you can't rely on me.

A. Well, the fact is that I don't know, but I didn't expect a private Contract, which is predicated on a transaction that is going to occur later to have to be on a public bid and registered.

Q. Now, you testified in your Third Statement that: "Since I had no reason to doubt the transaction would take place, my understanding was that there was no reason to take those additional steps as a preventive measure," and "those additional steps" being notarization and confirmation of the authority of the signers.

[Page 459]

So, you were wrong in that assumption, weren't you?

A. On what specific assumption?

Q. No reason to doubt the transaction would take place.

A. Evidently, today I have to agree with you, that the transaction never--has never been finalized, so I have to agree with you on that, Mr. Weisburg.

Q. Now, under this Contract, Punela was required to pay the seller $500,000 within 70 days of execution without regard to delivery of title; isn't that correct?

A. Can you articulate the question again? I'm--

Q. Sure. Under this Agreement, Punela, the Buyer, was required to pay the Seller half a million dollars within 70 days of execution of this document, without regard to delivery of title?

A. I think there's a reference to "title" in here. The answer to your question, Mr. Weisburg, is that according to this Contract, Punela was to deposit the monies into escrow, not paid the Seller.

[Page 460]

Q. My question went to timing.

Isn't it a fact that you paid that $500,000--you, in fact, did pay that $500,000 without ever seeing the title?

A. Again, I didn't pay it. I deposited it with Reyna and Associates.

Q. Okay. You made the payment without--you made the transfer--I'll use the word "transfer"--without seeing title; isn't that correct?

A. That is correct, Mr. Weisburg.

Q. Now, you're aware that 50 percent, being 500,000 of a million, is an extraordinarily high preclosing advance in Panamá?

A. No, I'm not aware that that is the case.

Q. Did you make inquiry when you agreed to this transaction as to what the usual advance payment was in real estate transactions like this?

A. Mr. Weisburg, this transaction was going to be--

Q. If you can just answer the question yes or no.

My question was, did you make inquiry? It

[Page 461]

could be answered yes or no.

Did you make inquiry as to what the usual deposit was for Contracts like this? And then you can say whatever you want.

A. No. But I wasn't making a deposit to this other--I was putting the money in escrow.

Q. Okay. Well, you're aware that in the United States, typical--I'll use your word--"escrows" are 10 percent?

A. No.

Q. And you're aware that Mr. Arjona, Judge Arjona, has given the Opinion that it's usually--in Panamá 10 to 15 percent?

A. That is his Opinion.

Q. And your Experts, ARC, have given the Opinion that it can be as high 20 to 30 percent, but not 50 percent?

A. Yes.

PRESIDENT SHORE: Mr. Weisburg, is this an acceptable time to take a break, 15 minutes?

MR. WEISBURG: It is. It is.

PRESIDENT SHORE: So, same instruction,

[Page 462]

Mr. Rivera. And let's reconvene at 3:30. Thank you.

(Brief recess.)

PRESIDENT SHORE: Back on the record.

Mr. Weisburg.

MR. WEISBURG: Thank you.

BY MR. WEISBURG:

Q. So, do you still have "C-78 Resubmitted 2" in front of you?

A. I do, Mr. Weisburg.

Q. Okay. There's been some conversation about this, but do you know what your Seller paid for this piece of land when it was acquired by the Seller in 2008?

A. I do now.

Q. And when did you--

(Interruption.)

Q. Now. Now?

A. Yes. I do now.

Q. Okay. And when did you learn that?

A. During the course of these proceedings.

Q. And that is something that is researchable in the land records of Panamá?

[Page 463]

A. I believe so.

Q. Now, am I correct that you didn't get an appraisal?

A. Yes, you are correct.

Q. And you didn't get a topological study.

A. No, but I did walk the site.

Q. You walked the site personally?

A. Yes.

Q. Okay. Now, you would agree that this Contract has sort of a shocking typo in it, wouldn't you?

A. I'm assuming you're talking about the difference between the numbers--

Q. Correct. I'm talking about 2C, the difference between 500,000 and 750,000.

A. Yes. It is an unfortunate, but very often mistakes in contracts and documents in Panamá, so often so that we have on the record one contract that has the same typo, and it was signed by the agency, by Omega, it went to the Comptroller and went through everything, and nobody picked up on it until very late.

[Page 464]

Q. And we'll get back to this, but the IGRA firm did not pick up on this, did they?

A. No.

Q. And did you personally review this Contract before it was signed?

A. I did.

Q. Now, you say in your Third Witness Statement at Paragraph 12: "To make sure this deal was done properly, I secured Panamanian counsel, specifically the law firm of IGRA, which at the time was considered one of the most reputable law firms in Panamá. IGRA advised not only on the preparation of the Promise Agreement but also on how the transaction would work."

Now, IGRA was engaged to work on this on April 22--isn't that correct?--April 22, 2013?

A. I believe that's when Mr. López sent IGRA the draft agreement.

Q. And is that the moment at which they were engaged, in your understanding?

A. I believe I had conversations with Ana Graciela before that time.

[Page 465]

Q. And how long before?

A. Not long before.

Q. How long were those conversations in terms of--

A. Brief: "I'm buying this land, and, you know, can you help us with that?" And obviously she said yes.

Q. Okay. By telephone?

A. Yes.

Q. And it's your understanding, isn't it, that they concluded their work on--at least in reviewing the Contract, on April 25, 2013?

A. That's what the--that's what the documents show, yes.

Q. Okay. And you might want to get that. It is C-557. It's the two-page email.

A. C--

Q. 557.

A. You want me to look at a specific page?

Q. Yeah. I'm going to ask you about the very top email, the last email, which is the first email.

A. Okay.

[Page 466]

Q. So, Ana Graciela sends it to Frankie, in the late morning on the 25th, and then midafternoon on the 25th, Frankie sends it to you saying, "Attached, let me know if I should sign it or if we should send a draft to the other Party."

Did you respond to that inquiry from Mr. López?

A. I called them.

Q. And what did you say?

A. To go ahead and proceed with the transactions.

Q. Okay. Do you know what day you called them?

A. Immediately after I received the document.

Q. So, presumably on the 25th?

A. Presumably, yes.

Q. Okay. Now, it's true, isn't it, that the IGRA law firm actually did very little work on this Contract, isn't it?

A. I wouldn't know that, Mr. Weisburg.

Q. Okay. Well, if you could look at--maybe you saw it yesterday--C-558.

A. Yes.

[Page 467]

Q. And this is a bill from IGRA for preparation of Purchase and Sale Commitment Contract for Farm Number 35659, and for $850.

Do you know what the billing rate, the average billing rate is for IGRA?

A. I believe it was like $100.

Q. Are you sure about that? I've seen bills from Panamá. They are not New York rates, but they are more than that.

A. Well, they were--I remember that they were very, very low.

Q. Okay.

A. But also, IGRA--we received dozens of invoices per month from IGRA, and I don't discount the chance that there might be some other bill somewhere which includes more time for this. I simply don't know that, but it is a possibility.

Q. But you don't know that to have happened, do you?

A. No, I don't.

Q. And you never discussed that with them? You never discussed whether this bill was complete or

[Page 468]

not, with them?

A. No.

Q. Now, this Contract provides for the provision of a Letter of Credit. That wasn't provided, was it?

A. Yes, it wasn't provided.

Q. Yes--

A. It wasn't provided.

Q. Thank you.

Now, it is true, as I said yesterday, that this Contract is not dated; isn't that correct?

A. That is correct.

Q. And you agree that many of the obligations in this Contract are keyed to the specific date of the Contract?

A. Yes.

Q. Now, you have never sought to recover through today the $500,000, have you?

A. No, I haven't.

Q. And am I correct in reading your Third Witness Statement to say you are going to forego recovery, seeking recovery of that 500,000?

[Page 469]

A. No, that isn't accurate.

Q. Well, let's see what you said. You say in Paragraph 17 of your Third Statement: "In order to preserve scarce resources for my family and to focus on defending myself and my companies against Panamá's attacks, I have been forced to forego or delay many transactions, business opportunities, and potential disputes including this one." And you are referring to this, the 500,000. And then you go on to say you don't really trust the Panamanian courts.

So, it was not your intention to communicate through that paragraph that you're not going to be seeking recovery of the $500,000?

A. That is a more accurate assessment.

Q. Okay. And you never made a written demand for the return of that $500,000, have you?

A. No.

Q. You know you don't need to be physically present in Panamá to start a lawsuit in Panamá, don't you?

A. I'm not certain about that, Mr. Weisburg. I would assume that but...

[Page 470]

Q. I'm sorry. Is that the end of the sentence? "I would assume that"? I'm sorry, are you done?

A. Yes.

Q. Okay. Fine. I thought you were mid-sentence. Okay.

Now, you've also testified certainly in your First Statement and, perhaps, elsewhere about your meeting at La Trona with Mr. Varela. Am I correct that you don't have any notes or mementos or any other hard-copy evidence with respect to that meeting?

A. If you mean papers--

Q. Papers, pictures, anything physical.

A. No.

Q. And what was the date of that meeting?

A. I don't recall exactly. I know I looked through my documents. It might be in my Witness Statement, but I don't recall from the top of my head.

Q. Your Witness Statement does not give a date.

A. Okay.

Q. So, am I correct in assuming that you don't

[Page 471]

know the date?

A. I think I was able to narrow down the period, but I don't have a specific date.

Q. Okay. And in any event, it was at least 18 months before Mr. Varela took office in July of 2014?

A. I think it could have been less than that.

Q. Well, so, July 2014 is--let's say that's the sixth month of 2014.

A. I'm sorry, Mr. Weisburg. It is my fault. I was thinking about the elections, which are--

Q. Take as much time as you want.

A. I'm sorry. You're right. It's about 18 months, yes.

Q. Okay. And I'm not trying to intrude, but Mr. López testified that you were accompanied at La Trona by and he says your girlfriend at the time.

What was her name?

A. I'm sorry, but--

Q. You can just give us her first name. We're not going to call her up.

A. No, it is just funny. I'm sorry,

[Page 472]

Mr. Weisburg. I'm sorry, to the Members. Her name was Tiese. Tiese.

Q. Tiese.

Okay. Did you ask Tiese to testify in this case?

A. No.

Q. You also say you were there with Ana Graciela; correct?

A. I did.

Q. You said this several times in your Witness Statements, that by this time of the La Trona event you had "developed a close friendship" and had "become close friends" with Ms. Medina. And I may have asked you this, but you didn't ask her to testify?

A. As a matter of fact, I did approach her, but she was incredibly intimidated by Mr. Varela, and she had actually told me that--I don't know if it was you, but she told me that somebody defending Panamá had visited her and that she wasn't comfortable and she didn't want to--

Q. It couldn't have been me.

[Page 473]

A. Okay. Well, that's good to know, Mr. Weisburg.

Q. So, she refused to come--is that correct?--refused to agree to testify?

A. Yes.

Q. Okay. Now, do you think that it was at all relevant in her reaching that conclusion that when you left Panamá, you left your bills to her firm unpaid?

A. I heard the last part of question, but not the first. Sorry, can you repeat?

Q. I said, do you think it played any role in her decision not to agree to cooperate in your prosecution of this case that you had not paid her legal fees?

A. I don't think it played any role at all. As a matter of fact, I kept in contact with her for some time, and she actually even visited me in Miami.

Q. Now, again, still sticking on La Trona, you never told Mr. López of the amount that Mr. Varela supposedly asked you to contribute to his campaign, did you?

[Page 474]

A. I don't recall if I did.

Q. Okay. Now, just a few questions on the

various investigations.

Just to start, turning to the criminal

prosecution of Justice Moncada Luna, that was

conducted under the auspices of the National

Assembly.

You understand that; right?

A. I do.

Q. Okay. And you testified in your Witness

Statements that you first learned of the National

Assembly inquiry on 22 January 2015.

Do you remember that, or should I send you

to your Statement?

A. Learned about--

Q. Learned about the National Assembly's

inquiry and the questions they had for your

companies?

A. Yes.

Q. You learned that 22 January 2015?

A. That is correct.

Q. Okay. Who is Salvador del Toro Santiago?

[Page 475]

A. He is a former employee of Omega Panamá.

Q. And he was in Panamá in this time period,

2014-2015?

A. Yes, he was.

Q. Okay. And he worked for Omega and

PR Solutions from 2012 to at least November of 2015;

correct?

A. I believe until a little bit later, but your

statement, it's right.

Q. Okay. Now, you're aware that he was

summoned to appear before the National Assembly's

prosecutors to answer questions in October of 2014,

so--

A. In October?

Q. Yes. October 2014.

A. No, I'm not aware of that.

Q. Do you think it's possible he would have

gone to such a session with National Assembly

prosecutors without having told you?

A. No. I think he would have told me.

Can I see the document you're making

reference to?

[Page 476]

Q. Sure. C-887. And I'm not 100 percent sure

it's in your book, but if it isn't, we'll get it for

you. C-887.

A. C-887. Yes. Okay.

Q. I take it back. I got my dates fouled up.

Put that aside. Never mind.

A. Okay.

Q. Now, in connection with this Congressional

investigation, you hired counsel; isn't that correct?

A. Yes.

Q. And that's the Cedeño, Morales & Associates

firm, right?

A. Yes.

Q. And you met - did you meet with them

personally?

A. I did.

Q. Did they--and I'm not asking for the

substance, but did they advise you as to what was

going on?

A. They did.

Q. And they filed papers on your behalf with

the Legislative, the National Assembly investigators,

[Page 477]

didn't they?

A. Yes, they did.

Q. Okay. If you could look at C-195.

Now, have you seen this before?

A. Yes.

Q. Okay. Then you know that in this submission

by your counsel to the National Assembly, that they

state as an inarguable proposition that, speaking

specifically of PR Solutions, that they were not

being investigated and were outside of the scope of

the investigation by the Congressional--the Assembly

prosecutors?

A. I would appreciate if you can point me to

that specific part.

Q. Sure. Okay. I'm looking at the English on

Page 2. There is an indented paragraph that says

"Article 106," and then below that paragraph where it

says--I'll read it: "As a consequence, given that

PR Solutions has not been investigated as either

having committed or participated in any criminal act,

but was nevertheless being subject to an attachment."

Do you see that?

[Page 478]

A. Yes.

Q. And on the next page, in the middle, there's

a sentence that: "Given that this obligation has

been established," et cetera, it says at the end of

the sentence: "Even though the Company is not part

of the proceedings."

Do you see that?

So, under the indented paragraph that begins

"Article 258," do you see: "Given that this

obligation has been established"? Page 3.

A. Yes.

Q. Okay. So, having discussed this with Cedeño

Morales, and having seen this letter, isn't it a fact

that you understood that you and your companies were

not within the jurisdiction of the prosecutors of--in

the National Assembly?

A. Well, what I read here, Mr. Weisburg, is

that we're not investigated as having committed or

being--it reads very differently in Spanish. That's

kind of my concern here.

Q. Okay. Well, I'm happy to ask you the

broader question.

[Page 479]

This letter is dated, I believe, January 24,

2015. Isn't it a fact that you understood at this

time that you and your companies were not subject to

the prosecutorial jurisdiction of the National

Assembly?

A. We understood that, but this letter was sent

to the prosecutor because, in fact, we were being

subjected to the investigation, and it was our

attorney asking us and pointing that out to the

prosecutor.

Q. This letter was sent to dispute an

attachment of your bank accounts. I'm talking about

criminal prosecution.

A. Mr. Weisburg, I believe he's asking us to be

declared--let me see. What's the term he uses in

English? It was like "affected third party."

Q. Okay.

A. Which I--

Q. But you understood at this time that you and

your companies were not subject to criminal

prosecution in the national legislature?

A. No. I understood that we were being

[Page 480]

investigated by the National Assembly.

Q. Now, my question is, were you--did you

understand at this time that you were not subject to

prosecution and criminal conviction in the National

Assembly?

A. I understood that, as I was explaining, that

the National Assembly did not have jurisdictions, and

therefore, they needed to be informed, because they

are acting against their jurisdictional limits.

Q. So, you said on more than one occasion that

"the Designated Prosecutor in the National Assembly

understandably decided to dismiss criminal

allegations against Omega Panamá and me."

Isn't it a fact that you understood that you

and your companies were not subject to criminal

allegations before the National Assembly?

A. We understood that, but we were still being

investigated by the National Assembly. As a matter

of fact, the Prosecutor was going to the media and

telling that, specifically, he was investigating us.

Q. Okay. Just give me one second, please.

(Pause.)

[Page 481]

Q. If you could look at Exhibit C-207. Just

tell me if you've seen that.

A. Yes.

Q. You've seen this before?

A. Yes.

Q. And when did you see it?

Let me ask that another way.

Did you see it more around about March 23,

2015?

A. Closer to that date than today.

Q. Well, I'm not interested if you saw it in

your preparation to testify here.

A. I understand your question, Mr. Weisburg.

No, it wasn't in the context of this case.

It was in the context of the cases that followed in

Panamá.

Q. Okay. So, you saw on Page 4 in the

first--the second paragraph, where it says--and this

is something that was issued by deputies of the

National Assembly--"The scope of action of the

subcommittee"--and that's the prosecutorial

subcommittee--"may not include persons outside the

[Page 482]

prosecuted Party, as that would involve invading the

jurisdiction of the ordinary courts."

So, you understood at the time you read this

around about--which I think you just said was around

about the time it can came out, that the prosecution

of you and your companies was not within the

competence of the National Assembly, and was rather a

matter for ordinary courts?

A. Yes. That was the difference between the

Prosecutor and the three judges that were judging the

case of Moncada Luna, and this is in the context

because they didn't agree with them, and this was

their Opinion. The Prosecutor had a different

opinion.

Q. Okay. Now, the--is it your understanding

that the National Assembly's prosecution concluded

with the acceptance of the guilty plea of Justice

Moncada Luna and the entry of his sentence to

incarceration?

A. Yes. It concluded at that point.

Q. And am I correct in understanding, based on

what you've just said, that you understood that,

[Page 483]

since the National Assembly did not have

jurisdiction, an investigation into the possible

crimes by other people related to the Moncada Luna

event would be conducted by the Public Prosecutor's

Office?

A. No. I thought that, given the evidence and

the information that we had provided to the

Prosecutor on the Assembly, and his conclusions, that

that was the end of it.

Q. Okay. Without telling me what was said, is

that a subject that you discussed with Cedeño

Morales?

A. Yes.

Q. Now, you understood that, in the

Prosecutor's office, there are different sections or

different divisions within the Prosecutor's office

that investigate different crimes; correct?

A. I've learned that much through this process.

Q. And you understood, or you understand now,

there's an Anticorruption Division which is different

than the Organized Crime Division?

A. I do.

[Page 484]

Q. And the Organized Crime Division

investigates money laundering; correct?

A. Yes.

Q. And is it your understanding that the

Organized Crime Division pursued and asked a lot of

questions about the very same chain of transactions

that we went through, leading from the Judiciary to

Omega Panamá through PR Solutions and Reyna down to

Sarelan?

A. No, they didn't really ask questions. They

just took the information collected on the National

Assembly by instructions of the Attorney General.

Q. And so, it's your understanding that they

did no further investigation?

A. Yes, Mr. Weisburg. I don't know the extent

of the investigation, but as it pertains to me

personally and to my companies, we filed several

petitions for them to carry out diligence in

investigations which they refused to do.

Q. Okay. Now, during the course of this

investigation--or, I guess, actually before it--you

had permanently left--we had already established you

[Page 485]

left Panamá for Florida in June 2014; correct?

A. That is correct.

Q. Okay. And you were invited to return to

Panamá to answer the questions of prosecutors in the

ordinary--let's call it the ordinary prosecutor's

office, and you refused to come; isn't that correct?

A. No, it isn't correct.

Q. Well, you were invited to meet with them and

you wrote back to them and said, "I can't see you

because I'm in Florida"?

A. I sent two letters: The first one

officially responding to the subpoena, and then

another citation was issued without a subpoena, as I

understand it, and we sent the second letter and told

them that I would be available after a certain time.

And we never heard back from them. We just got a

detention order and an internet--I'm sorry--INTERPOL

red alert.

Q. Well, what you say in your Witness

Statement--and I'm referring specifically to

Paragraph 88 of the First Statement.

So, you were invited for an interview, and

[Page 486]

then you say: "I responded by confirming that I was

happy to assist the investigation in any way and

apologizing for not being able to visit the

Prosecutor's office in person, as I was by then

living in Miami."

That's your testimony; right?

A. Yes. And it is also true that I sent two

letters, the second one making myself available after

a certain date.

Q. And you never met with them, though?

A. They never answered, Mr. Weisburg.

MR. WEISBURG: No further questions.

PRESIDENT SHORE: Thank you, Mr. Weisburg.

Same offer, Ms. Gorsline, if you would want

to have the Tribunal questions before your redirect.

MS. GORSLINE: Yes, Mr. President. I think

that would be fine.

PRESIDENT SHORE: Thank you. First,

Professor Naón.

QUESTIONS FROM THE TRIBUNAL

ARBITRATOR GRIGERA NAÓN: Sir, my

understanding is that, at present, your assets, your

[Page 487]

belongings in Panamá, are subject to attachments?

THE WITNESS: That is correct.

ARBITRATOR GRIGERA NAÓN: Could you describe

what kind of measures are those? These are

restraining orders concerning the full patrimony, or

specific orders covering specific assets?

THE WITNESS: Professor Grigera Naón, that's

a very good question, and unfortunately, I've asked

about that and nobody has ever been able to answer

that specifically.

The Orders to seize the accounts just say

that--the funds at the disposition of the Ministry of

Economy. So, does that mean that the bank still

holds the account or that the money is in the hands

of the State? Quite frankly, I don't know,

Mr.--sorry, Professor Grigera.

ARBITRATOR GRIGERA NAÓN: But the Orders

must identify who has to comply with the Orders. It

is you personally, or your companies which are aimed

at the Orders and describe the Orders as the person

who has to satisfy or comply with the Orders?

THE WITNESS: The Orders were issued to

[Page 488]

banks.

ARBITRATOR GRIGERA NAÓN: So, to any bank

account under your name?

THE WITNESS: Yes--no. Under Omega Panamá

and under PR Solutions.

ARBITRATOR GRIGERA NAÓN: For instance, this

other company, Punela, is mentioned?

THE WITNESS: No.

ARBITRATOR GRIGERA NAÓN: Is it Punela? I'm

sorry. I don't know if I said it correctly.

THE WITNESS: Yes, you did, Professor.

ARBITRATOR GRIGERA NAÓN: So, Punela is not

subject to this Order?

THE WITNESS: No. Just Omega Panamá and PR

Solutions.

ARBITRATOR GRIGERA NAÓN: And you are not

mentioned by name in the Orders, the attachment

Orders?

THE WITNESS: I don't recall from the top of

my head, but I know they are against Omega Panamá and

PR Solutions.

ARBITRATOR GRIGERA NAÓN: Thank you.

[Page 489]

PRESIDENT SHORE: Professor Douglas?

ARBITRATOR DOUGLAS: Good afternoon.

Do you recall testifying earlier that you

had never talked to Ms. Reyna before?

THE WITNESS: Good afternoon, Professor

Douglas.

Yes, I do.

ARBITRATOR DOUGLAS: Okay. Perhaps, just to

refresh your memory about what you say about how you

came to know her, not personally, your First Witness

Statement at Paragraph 95. I'm not sure if someone

could help you.

You say this: "Around that time"--you're

talking about your search for property--"Ms. Maria

Gabriela Reyna, a Panamanian lawyer who I had never

come across before, sent my office a number of

pictures and drawings of a farm that was for sale in

Tonosí."

You say you "don't know how Ms. Reyna came

to know of my interest in purchasing land," and then

a bit further down, you say: "After receiving the

information from Ms. Reyna, I drove there, visited

[Page 490]

the land in person and decided to move forward with

the purchase."

And I just want to ask you--I mean, surely

you must have contacted her before you made the

visit.

THE WITNESS: No, I didn't.

ARBITRATOR DOUGLAS: So, you went there on

your own initiative and walked the land without ever

having got permission to do so?

THE WITNESS: I did. I mean, I did not ask

for permission. That's what I'm saying.

ARBITRATOR DOUGLAS: So, you went there,

looked at the land, and then did you contact her and

say, "Look, I'm interested," or how did it work?

THE WITNESS: I'm sorry, I didn't hear the

question.

ARBITRATOR DOUGLAS: Well, after you visited

the land, did you contact Ms. Reyna then to say,

"Look, I'm interested"--

THE WITNESS: No.

ARBITRATOR DOUGLAS: So, how did the

transaction go forward then?

[Page 491]

THE WITNESS: Let me give you a little bit

more context. At the time, I was receiving a lot

of--actually on my desk, I had a stash of different

offerings of land in Panamá. And I picked that

one--one of the reasons was because it was one of the

less expensive of the ones that I was looking at. I

went there with--I drove down there with my friend

Tito Chevalier. We walked the land. It was open,

there was, you know, no gates. We walked the site

and then we came back and shortly thereafter I told

Frankie that I wanted to move ahead with the

purchase.

ARBITRATOR DOUGLAS: Okay. Could someone

help me with documents again? I need C-894.

And just before we go there, did you or

Mr. López, thereafter, or anyone at Omega have close

contact with Ms. Reyna?

THE WITNESS: I've never had contact with

Ms. Reyna. I believe Mr. López had contact, but at

some point when the whole criminal thing with Moncada

Luna, we spoke about it and decided not to have

contact at all with her.

[Page 492]

ARBITRATOR DOUGLAS: Okay. Well, if you

look at this, this is Ms. Reyna's testimony or some

of the testimony she gave. And at Page 7--I'm

obviously looking at the English.

THE WITNESS: That's fine. We can go

through the English version.

ARBITRATOR DOUGLAS: You're okay with that.

So, at Page 7 she says this. It is

about--it's in the first sort of block. It

says: "Omega had shown me in their offices, through

their online banking, that they had enough resources

to buy the property. If I remember correctly, they

showed me a statement of one of their accounts where

there were $8 million. At no time did they notify me

which account they would pay the origin of those

funds."

Were you there when she visited Omega's

offices?

THE WITNESS: I don't think that statement

is true, Mr. Douglas, Professor Douglas. I believe

she invented that because on the same record, you'll

see that there is a section that includes one of our

[Page 493]

accounts showing $8 million, so I--after reading

through all that she says, I believe that that's

where she got that information from.

ARBITRATOR DOUGLAS: I see. So, you don't

think she ever went to your offices?

THE WITNESS: [Redacted]

[Redacted]

[Redacted]

[Redacted], so I

don't think that that statement is accurate or even

true at all.

ARBITRATOR DOUGLAS: Which part of it,

though? I mean, do you think she went to your

offices, had a meeting there with someone?

THE WITNESS: I think she went to the office

and had a meeting with Mr. López, but this whole

thing about the bank account, it is my personal

opinion that I don't believe that statement.

ARBITRATOR DOUGLAS: The 8-million figure?

THE WITNESS: The whole account--you know,

everything that she's saying there, it doesn't add up

to me.

[Page 494]

ARBITRATOR DOUGLAS: Okay. Could someone

help me with RP-10? You've got a lot of bundles.

I'm sorry.

So, this is the testimony of Ana Beatriz

Bouche--am I pronouncing that correct?

THE WITNESS: Don't worry, Professor. I

know.

ARBITRATOR DOUGLAS: You know who I mean?

THE WITNESS: Yes.

ARBITRATOR DOUGLAS: The assistant to--

THE WITNESS: The one that opened up the

accounts for Moncada Luna.

ARBITRATOR DOUGLAS: Yeah.

And if you go to Page 11.

THE WITNESS: Page 11?

ARBITRATOR DOUGLAS: Yeah. About 10-odd

lines down, you'll see she says this: "With regard

to Nicolas Corcione, I know him because he has a

friendship with Moncada Luna, since about the year

2008, and despite their age difference with Corcione

being younger than Moncada, Moncada would refer to

him as "uncle" and Corcione would call him "nephew."

[Page 495]

"As for the apartment that Moncada Luna

acquired through Corporación Celestial, he bought it

from Hebe Corporation, a business owned by Nicolas

Corcione.

"Later, with Moncada Luna being Chief

Justice of the Supreme Court, he awarded to Grupo

Corcione a construction project for two parking lots

at the Supreme Court, which could not be carried out

given the corporate and area resident opposition.

"On many occasions, while Moncada held the

position of Chief Justice of the Court, this led to

Nicolas Corcione visiting the Supreme Court to seek a

solution for the situation, because when he was

awarded the Contract, the Court gave him an advance

of over $1 million, and he was asking for a solution

so that he would not have to return the advance."

Were you aware when you were bidding for

your project in relation to the Supreme Court that

Mr. Corcione had had this previous project?

THE WITNESS: No.

ARBITRATOR DOUGLAS: And just a little bit

further down, it says: "In fact, on some of those

[Page 496]

visits he brought along Engineer Roberto Samaniego, a

collaborator of Grupo Corcione, and someone who

appointed--who Nicolas Corcione appointed as

technical liaison on that project, which, as stated

previously, could not be carried out.

"Later the public act for remodeling the

Maritime Court building arose, and as stated

previously, it was awarded to Concepto y Espacios

Corporation. And as it turned out, when the Project

was initiated and being carried out, Engineer Roberto

Samaniego appeared again. He was the one who

coordinated with General Services and Court

Administration on technical and administrative

progress for the construction."

Have you heard of this company, Concepto y

Espacios?

THE WITNESS: Yes, I have heard of it.

ARBITRATOR DOUGLAS: And that's another

company that had contracts with the judiciary?

THE WITNESS: I learned that through the

investigations.

ARBITRATOR DOUGLAS: And you've obviously

[Page 497]

studied the testimony quite carefully. Are you aware

that Ms. Reyna held money that came from deposits

from the judiciary, both in relation to the Corcione

Project and in relation to the Concepto y Espacios

Project?

THE WITNESS: I believe that was a later

time.

ARBITRATOR DOUGLAS: The two Projects were

different times, but Ms. Reyna held--when the

deposits were paid to those companies in relation to

these Projects, the money--some of the money was

transferred to Ms. Reyna for both of those.

THE WITNESS: I've become aware of it

through the investigations.

ARBITRATOR DOUGLAS: Okay. Just going a bit

further, though, down that document it says, next

sentence says: "This situation mirrors the Chorrera

construction that was being conducted by Omega

Engineering Corporation. The General Services

Director commented to us that Engineer Roberto

Samaniego was functioning as technical-administrative

liaison on both Projects, which created confusion

[Page 498]

because she was aware that he also worked for the

Corcione group. This was communicated to Alejandro

Moncada Luna, and he communicated back that it was

true that progress or issues related to those

projects had to go through Engineer Samaniego."

Were you aware of that at the time when your

Project was being managed that this engineer at the

Corcione group was somehow involved in administering

it?

THE WITNESS: I'm aware that he was not

involved with our Projects at all.

ARBITRATOR DOUGLAS: So, this is not

correct?

THE WITNESS: Well, as far as the

La Chorrera Project and the Omega Consortium goes, it

is absolutely false.

ARBITRATOR DOUGLAS: So, is she telling a

lie? I mean, why would she make that up?

THE WITNESS: Professor Douglas, I don't

know why she would lie.

But as you mentioned earlier, I have studied

this declarations extensively, and it is odd to me

[Page 499]

that she was never named a coconspirator when she was

the one who admits opening up the bank accounts and

actually making the first deposits for Moncada Luna.

I don't know if that will--

ARBITRATOR DOUGLAS: No, that's helpful.

Could someone help me with C-89?

And this, again, is testimony--different

testimony from Ms. Reyna. And at the bottom of

Page 3, she says this. It's the last block of--it's

not very helpful saying the last block I know. It's

the last sort of 10 sentences. Then she

says: "Mr. Corcione told me that he was going to

refer a buyer for the property in Cañas so I could

pay JR Bocas Investment's debt to Ricardo Calvo. He

referred me to some people who had offices next to my

building. At that time, I had offices in PH Central,

on Avenida Samuel Lewis, and these people were in the

next building. But I delayed. I was pregnant and I

went on a trip in September 2012, as at that time my

husband was having surgery to his spine in Bogotá and

then in December I had my baby.

"The people to whom Mr. Corcione had

[Page 500]

referred me were from a multinational, which I later

came to know was Omega. And while on maternity

leave, I sent to Mr. Corcione the real estate sales

and purchase agreement, which was subsequently signed

in April 2013. He took charge himself of managing

the payments, which were deposited into my account."

Again, do you have any comment to make on

that?

THE WITNESS: I am not aware that

Mr. Corcione even knew about the transaction, and I

have no knowledge of why she is saying that or--and

as a matter of fact, I've not spoken to

Mr. Corcione--or spoke to Mr. Corcione about this

land acquisition at any moment. So, I don't

understand why she's saying that.

ARBITRATOR DOUGLAS: Did you have any

contact with Mr. Corcione during that period between

summer 2012 and April 2013?

THE WITNESS: I might have ran into him at a

restaurant or an event, but I don't recall any

meetings or the Projects that we had pursue predates

that time. So.

[Page 501]

ARBITRATOR DOUGLAS: Are you aware that she

also says--and this is at Page 15--that she was--that

Mr. Corcione was the one who set up the meeting

between Mr. López and her in mid-2012 about the real

estate?

THE WITNESS: Yes, I saw that too, and I

don't know why she says that.

ARBITRATOR DOUGLAS: Okay. Now, I was just

a little bit unsure exactly what your testimony is

now on PR Solutions in the relation to the Tender

that it won. I understand that the documents--there

may be incorrect references to documents, but which

project was that in the end?

THE WITNESS: I'm sorry. It was the fuel

and electrical infrastructure for the Tocumen

Airport.

ARBITRATOR DOUGLAS: If you also have your

Second Statement in front of you, just very quickly.

At Paragraph 20--I won't read it to you, but you can

have a quick look, but you say, which seems very

sensible to me, that in order to successfully bid for

Government contracts, you need to have a long track

[Page 502]

record and experience and all the rest of it. And

that's the same in many other countries.

How did PR Solutions, which obviously didn't

have a track record and was a company that didn't

have a construction presence, how was it able to win

a Government contract?

THE WITNESS: This was a very small project.

It didn't have the requirements of your typical

larger projects.

ARBITRATOR DOUGLAS: So, despite the fact

that you couldn't show this company had any track

record, it was still successful?

THE WITNESS: As a matter of fact, we

presented the proposal--the proposal was presented

with another company from Puerto Rico that I own

named GDD. It's a company that has done projects in

Puerto Rico in a joint venture with PR Solutions.

For reasons unbeknownst to me, the Contract was

signed just on behalf of PR Solutions, but the

proposal was presented with a company that had very

substantial financial statements and had a

construction track record.

[Page 503]

ARBITRATOR DOUGLAS: I see.

THE WITNESS: But still--and let me stress

this point--this particular bid did not have your

typical requirements of having to submit letters, and

as you will see on some of the other RFPs, that we

needed to go to the owner of the--or somebody that

was directly involved in the construction of a

project so we can justify it as experience.

We have to go to them, get a Letter of

Recommendation, then get that--a postal, and it was a

very cumbersome process to get those in. And that

was the--one of the reasons why we needed Omega U.S.

because we couldn't get those letters for Omega

Panamá.

In this particular instance, there was very

insignificant requirements, but they didn't ask for

that. They weren't as stringent as requiring those

letters. And so, but our experience from then on,

obviously, we started targeting larger Projects, so

to--the Request for Proposals were a lot more

stringent.

ARBITRATOR DOUGLAS: Thank you very much.

[Page 504]

That was very, very helpful. Thank you.

MR. WEISBURG: Mr. President, if I could

just make one note for the record. With respect to

the testimony about Reyna's visit to Omega and the

$8 million that she said she saw, I would just want

to note in the record a reference to the Second

Expert Report of Quadrant Economics and, in

particular, Page 75, Footnote 242, which actually

addresses that exact subject and that $8 million.

PRESIDENT SHORE: Thank you, Mr. Weisburg.

Mr. Rivera, I have just two questions.

THE WITNESS: Sure.

PRESIDENT SHORE: I know you've been

testifying a long time, but it's not over because

after me there is Ms. Gorsline. So, hang tight.

So, the first question I have is about an

exhibit you looked at with Mr. Weisburg, which is

C-557, and you also heard Professor Douglas have an

exchange this morning with Mr. López about this

exhibit. I think it's in the cross bundle, if that's

easier. And it's just a question about the email at

the bottom of the first page.

[Page 505]

THE WITNESS: Okay.

PRESIDENT SHORE: From Mr. López to

Ms. Graciela Medina, and I don't think we need to put

this in context because you know it well and you've

discussed it with Mr. Weisburg and Professor Douglas

discussed it with Mr. López. Mr. López says: [Redacted]

[Redacted]

[Redacted]

Did you give that instruction to Mr. López?

THE WITNESS: No.

PRESIDENT SHORE: So, do you think anyone

else gave it to Mr. López?

THE WITNESS: No, but that's something that

I typically say, [Redacted]." I don't

think I told him that in the context of this

Contract, but I could assume that he would imagine

that I would want it done.

PRESIDENT SHORE: And what about--so, it

would have been a general understanding that he would

have after working with you for so long?

THE WITNESS: That's a fair assumption.

PRESIDENT SHORE: And what about [Redacted]

[Page 506]

[Redacted]

Is that something that Mr. López would just

decide on his own, which--to give an instruction to a

lawyer?

THE WITNESS: I think it relates to the fact

that he wanted this expeditiously.

PRESIDENT SHORE: Well, you wanted it

expeditiously; right?

THE WITNESS: I had said to Mr. López that I

was inquiring as of the status. I didn't tell him it

has to be signed by a certain date. And he wanted--I

believe his testimony was that he wanted to finish

quick because he knew I was inquiring on the status

of it.

PRESIDENT SHORE: And an inquiry from you on

"status" meant "get it done;" is that right?

THE WITNESS: Exactly. Not a specific date

or, you know, you have to do it immediately. It is

just, has it been done?

PRESIDENT SHORE: Okay. Thank you. And

then the second question I have is just related to a

discussion we had earlier about payment of legal

[Page 507]

fees, and all I want to do is just point you to a

sentence that you have in your Third Statement at

Paragraph 17, and just make sure that you are

comfortable with what you said earlier based on what

you say here.

And as long as you are, fine. If you think

there is no amendment needed to what you said

earlier, fine, but I just don't want there to be any

confusion in the record because before you answered

the question, and the question changed form a couple

of times, there was a lot of discussion between the

lawyers.

THE WITNESS: I understand. I appreciate

it, Mr. Chairman. Can you point me to the paragraph.

PRESIDENT SHORE: Yes. It is Paragraph 17

in your Third Statement and you say there, it's

second: "Although it is true that I am fortunate to

be represented by numerous lawyers, this has come at

great expense to my businesses, my family, and me."

THE WITNESS: Yes.

PRESIDENT SHORE: And that is accurate, that

statement?

[Page 508]

THE WITNESS: Yes. It is.

PRESIDENT SHORE: And the statement you gave

earlier is accurate, too?

THE WITNESS: They are not inconsistent.

PRESIDENT SHORE: Okay. Very well.

Yes, Professor Naón.

ARBITRATOR GRIGERA NAÓN: Sorry, again, to

be putting questions to you. When I was looking,

again, at this Document C-89 that was--that referred

to the Declaration of Maria Gabriela Reyna López, and

what I see is that she was answering these questions.

On the basis of a criminal inquiry, a criminal

inquiry, which meant that no charges had been made

against her. There was no prosecutor, the way I

understand it. And this dates back to 2015.

You are with me?

THE WITNESS: Can you--excuse me, Professor.

ARBITRATOR GRIGERA NAÓN: Okay.

THE WITNESS: We're looking at C-89;

Correct?

ARBITRATOR GRIGERA NAÓN: Yes. I was

looking at the Spanish text.

[Page 509]

THE WITNESS: Okay. Let me go to the

Spanish text.

ARBITRATOR GRIGERA NAÓN: It is an addition

to her previous Declaration.

THE WITNESS: Yes.

ARBITRATOR GRIGERA NAÓN: And the date

is--it's the 14th of July of 2015 and this is a

criminal inquiry. She was not testifying as somebody

against whom who was being prosecuted. This is just

the way I understand it. She had no obligation to

answer or not.

Now, do you know if, today, she's in jail?

Was she prosecuted at all? Because this I understand

is the money-laundering charges on the basis of which

your bank accounts were attached? Is she in jail?

Do you know?

THE WITNESS: Let me--I think there is--I

understood there to be more than one question,

Professor.

She was in jail when this Declaration was

taken.

ARBITRATOR GRIGERA NAÓN: She was in jail?

[Page 510]

THE WITNESS: Yes. And whether she's in

jail or not right now, I'm not entirely certain. I

believe I read somewhere that she had been released

in bond--on bond, I'm sorry. But I can't give you

any more information.

ARBITRATOR GRIGERA NAÓN: You don't know the

present stage of that investigation for money

laundering, which includes you?

THE WITNESS: Well, I know the status of

the--so, in September of 2016, an appellate tribunal

in Panamá annulled all the actions taken during the

investigation and ordered the release of the people

that were incarcerated.

ARBITRATOR GRIGERA NAÓN: You meant

annulled?

THE WITNESS: I'm sorry?

ARBITRATOR GRIGERA NAÓN: You say

that--because the Transcript doesn't reflect exactly

what you said. Could you repeat it? You said that

the Court of Appeal what?

THE WITNESS: In September of 2016, a Court

of Appeals in Panamá ruled that this investigation

[Page 511]

had been conducted illegally.

ARBITRATOR GRIGERA NAÓN: Okay.

THE WITNESS: And ruled--and ordered the

release of all the seized assets, and they

released--of all the people that were incarcerated in

connection to this investigation. They--later, the

Prosecutor appealed to the Supreme Court, and it's

been sitting at the Supreme Court for the last almost

four years.

ARBITRATOR GRIGERA NAÓN: Which means that

this woman, this lady, is free today?

THE WITNESS: I don't think so.

ARBITRATOR GRIGERA NAÓN: You don't think

so?

THE WITNESS: I mean, I think she's out on

bail. That's what I think, but, again, Mr.--I'm

sorry--Professor, I want to stress the point that

this is something I read. I'm not 100 percent sure.

ARBITRATOR GRIGERA NAÓN: Thank you.

PRESIDENT SHORE: Sorry. I had a third

question.

And then I really am going to make sure that

[Page 512]

you get to ask some questions, Ms. Gorsline, unless

Professor Douglas has anything further.

Mr. Rivera, have you ever met Ricardo

Martinelli?

THE WITNESS: No. Once I was at an event,

and he shook my hand, but we didn't even

exchange--simply, he shook my hand and walked away.

PRESIDENT SHORE: All right. Thank you.

Ms. Gorsline.

MS. GORSLINE: Thank you, Mr. President.

If I may make one comment. Mr. Weisburg

mentioned that they believe the second Quadrant

Economics Report at Footnote 242 is dealing with

Professor Douglas's questioning, it is our position

that it is not dealing with anything related to bank

accounts. It deals with advance payments, which is

something different.

After stating that, I wonder if I might have

just a moment to confer with my colleagues before we

begin our redirect.

PRESIDENT SHORE: Yes. Ms. Gorsline, do you

want two minutes? A couple minutes? Or shall we

[Page 513]

take a very quick comfort break? Will that be

assistance?

MS. GORSLINE: A comfort break will be

lovely.

PRESIDENT SHORE: Let's--five minutes, and

then we're back on the record. Same instruction,

Mr. Rivera.

(Brief recess.)

PRESIDENT SHORE: Ms. Gorsline. Back on the

record.

MS. GORSLINE: Thank you, Mr. President.

I'm sure Mr. Rivera will be happy to hear

that we have no redirect.

PRESIDENT SHORE: Okay. Thank you very

So, the Tribunal, during the break,

anticipating some redirect, released Mr. Villalba.

MR. WEISBURG: And he fled.

PRESIDENT SHORE: And he fled.

So, I think, though, it's okay, given timing

because we still have that backup on Thursday

afternoon. But let's start with, of course,

Mr. Villalba first thing tomorrow morning. And then,

[Page 514]

according to the Parties' schedule, then we have

Mr. Barsallo after Mr. Villalba, and the plan was to

conclude with Mr. Barsallo tomorrow afternoon. Let's

see how we go, but, in any event, there does seem to

be sufficient time.

So, with that, Mr. Rivera, thank you very

much for your testimony today, and you're excused

from the witness table.

THE WITNESS: Thank you, Mr. Chairman.

Before I go, I just want to say thank you to

the Members of the Tribunal and to Mr. Weisburg, and

I really wanted to be allowed to speak, and I was.

So, thank you very much.

PRESIDENT SHORE: Thank you, sir.

(Witness steps down.)

PRESIDENT SHORE: Ms. Gorsline, any issues

to raise before we adjourn for the day?

MS. GORSLINE: The only issue I would raise,

sir, is that I suspect we will not finish with

Mr. Barsallo tomorrow, but I agree that I think there

is plenty of time, given the vacancy on Thursday

afternoon, in the current schedule.

[Page 515]

PRESIDENT SHORE: Okay. Very well.

Mr. Weisburg, any points to raise at this

stage?

MR. WEISBURG: No, sir.

PRESIDENT SHORE: All right.

MR. RYAN: Actually--

PRESIDENT SHORE: Mr. Ryan.

MR. RYAN: I guess, in light of

Ms. Gorsline's statement--and there was an open issue

as to whether we were going to advance with the

Quantum Experts to Thursday afternoon.

PRESIDENT SHORE: It seems unlikely that we

would advance the Quantum Expert to Thursday

afternoon, given that we will probably need more time

on Thursday, and I think that was always a

provisional point as long as we had sufficient time

on Friday. That was a concern of the Tribunal, that

we have sufficient time on Friday and we don't get

caught up as so often--not so often but occasionally

happens; we're on the final day of a hearing week,

you're going on to 7:00, 8:00, and that's not what we

want to do. Because we don't think the testimony is

[Page 516]

very useful when people are going on so late.

But I don't think we probably will have a

need to anticipate one of the Quantum Experts--is it

Zadicoff who would have potentially been anticipated?

I don't see it right now, but let's take a view

tomorrow around midday.

Is there any point you wanted to raise as to

that, though?

MR. RYAN: No. It was just a question as to

whether there was any clarity or how we were planning

to handle it.

PRESIDENT SHORE: I think it is unlikely

that we would move off the schedule with the Quantum

Experts on Friday.

MR. RYAN: Understood. Thank you.

PRESIDENT SHORE: But with the proviso that

we would like you, on each side, to be done within

the normal hours on Friday.

MS. GORSLINE: And I should clarify, I think

we're only about 45 minutes behind schedule right

now. So, while I don't think we will finish

Mr. Barsallo tomorrow for that reason, we are

[Page 517]

endeavoring to stick to the allotted times.

PRESIDENT SHORE: All right. Very well.

Thank you, everyone. Tomorrow morning,

9:00.

(Whereupon, at 4:54 p.m., the Hearing was

adjourned until 9:00 a.m. the following day.)

[Page 518]

CERTIFICATE OF REPORTER

I, Dawn K. Larson, RDR-CRR, Court Reporter,

do hereby certify that the foregoing proceedings

were stenographically recorded by me and thereafter

reduced to typewritten form by computer-assisted

transcription under my direction and supervision;

and that the foregoing transcript is a true and

accurate record of the proceedings.

I further certify that I am neither counsel

for, related to, nor employed by any of the parties

to this action in this proceeding, nor financially

or otherwise interested in the outcome of this

litigation.

Signature

Dawn K. Larson