1 Itt Document 2010 017

TOTAL E & P YEMEN PAGE 1 of 30

INSTRUCTIONS TO TENDERERS

TOTAL E & P YEMEN

CFT Nº TY/2010-17/ES

BLACK TOP ROAD

INSTRUCTIONS TO TENDERER

CFT. TY/2010-17/ES 03/21/10 BLACK TOP ROAD


INDEX

PREAMBLE .................................................................................................................................................... 3
ARTICLE 1 - DEFINITIONS............................................................................................................................ 3
ARTICLE 2 - ACKNOWLEDGEMENT ........................................................................................................... 3
ARTICLE 3 - CONDITIONS OF TENDER...................................................................................................... 4
ARTICLE 4 - TWO STAGES SYSTEM: TECHNICAL AND COMMERCIAL ................................................ 8
ARTICLE 5 – SUBMISSION OF TENDER................................................................................................... 14
ARTICLE 6 – SUBMISSION OF TENDER................................................................................................... 15
INSTRUCTIONS TO TENDERERS.............................................................................................................. 17
APPENDICES............................................................................................................................................... 17
APPENDIX 1 - FORM OF ACKNOWLEDGEMENT OF RECEIPT.............................................................. 18
APPENDIX 2 - FORM OF PARENT COMPANY GUARANTEE (IF APPLICABLE)................................... 19
APPENDIX 3 - FORM OF BANK GUARANTEE (BID BOND) ................................................................ 20
APPENDIX 4 - MODEL OF TAGS ............................................................................................................... 22
APPENDIX 5 - FORM OF TENDER ( STAGE 2 SUBMISSION ) ........................................................... 23
APPENDIX 6 - FORM OF BANK STATEMENT .......................................................................................... 26
APPENDIX 7 - PRESENTATION FORMS FOR QUALIFICATIONS DEVIATIONS OR EXCEPTIONS..... 27
APPENDIX 8 – COMPANY ETHICS CHARTER ......................................................................................... 29




PREAMBLE
This Call for TENDER is for the Engineering, Procurement, Supply, Construction, Rebuilding and
asphalting several existing dust road sections for a total length about 11,3 km. The scope of WORK is
detailed in the TENDER DOCUMENTS.

The intention is to appoint a single CONTRACTOR and the TENDER must be based on this
requirement. Partial TENDER will not be considered.

The CONTRACTOR remuneration will be on the basis of a lump sum price as defined in the TENDER
DOCUMENTS EXHIBITS hereafter.

The present Instruction To TENDERERS (ITT) and attached CONTRACT DOCUMENTS are written to
fit to the different services, goods or supplies which may be proposed by the TENDERERS. Where the
ITT are not relevant to the proposal, TENDERER shall write “not relevant”. The final CONTRACT
DOCUMENTS will be modified according to the successful offer.

ARTICLE 1 - DEFINITIONS

For all purposes of the TENDER DOCUMENTS, the terms defined in this Paragraph shall have the
meanings assigned to them hereafter.

1.1 TENDER shall mean the TENDERER's offer to perform the WORK, and any subsequent
revised offer in response to COMPANY's request.

1.2 WORK shall mean the work and other obligations to be performed by CONTRACTOR as
described in the TENDER DOCUMENTS.

1.3 TENDERER(S) shall mean the company(ies), partnership(s) or other person(s) to whom the
Invitation to Tender is addressed, and references to “CONTRACTOR” shall mean TENDERER.

1.4 COMPANY shall mean TOTAL E&P YEMEN (TEPY)

TENDER DOCUMENTS shall mean the documents issued by COMPANY as listed in the Form
of TENDER together with any addenda that may be issued by COMPANY up to TENDER
Closing Date.
TENDERER shall ensure that all documents it has received are complete.

Further words and/or expressions may be defined in those Instructions to TENDERERS and
shall then be written in capital letters.

ARTICLE 2 - ACKNOWLEDGEMENT

2.1 TENDERER shall complete, sign and return the Form of Acknowledgement, hereinafter
attached under Appendix 1, by facsimile at the number specified therein not later than seven (7)
days from the date of receipt of the Invitation to TENDER with the original simultaneously sent
by mail.

2.2 If TENDERER wishes to TENDER for the performance of the WORK, he shall confirm his
agreement by the closing date for submitting the TENDER and specify the name and telephone
number of the person to be contacted. Failure to comply with the above may invalidate the
TENDER.



2.3 Any TENDERER who does not wish or is unable to TENDER shall return all TENDER
DOCUMENTS to COMPANY without delay. The TENDER DOCUMENTS (to be marked “NO
BID”) shall be returned to the address and person specified under sub-Article 3.3.4 hereinafter.

ARTICLE 3 - CONDITIONS OF TENDER

3.1 TENDER shall be prepared and submitted at TENDERER's sole costs and expenses in strict
accordance with the Instructions to TENDERERS. No TENDER shall be accepted by
COMPANY in any other form.
TENDERERS shall be responsible for compliance with and be fully aware of all applicable
governmental and local laws regulations, practices, codes and requirements which might affect
them when bidding, executing the CONTRACT and performing the WORK.

3.1.1 Responsibility of CONTRACTOR with respect to Documents of the DESIGN DOSSIER
to be formally endorsed by CONTRACTOR (after EFFECTIVE DATE)
CONTRACTOR shall, as soon as practicable, and in any event within thirty (30) days
from EFFECTIVE DATE, fully check and verify all aspects of the documents included in
the DESIGN DOSSIER referred to in EXHIBIT E, and fully endorse such documents
within the duration of such period as being free of any errors, omissions, deficiencies,
inaccuracies, contradictions, ambiguities, and/or discrepancies. To this effect,
CONTRACTOR shall sign the certificate of endorsement of the DESIGN DOSSIER for
acknowledging his endorsement in accordance with the form attached in Annex 7
hereof, or failing the signature of such certificate at the expiry of such period
CONTRACTOR shall be deemed to have fully endorsed the DESIGN DOSSIER in
accordance with the provisions of such certificate. Thereafter CONTRACTOR shall
have no right to request any CHANGE ORDER in respect thereof.

3.1.2 Responsibility of CONTRACTOR with respect to Documents of the DESIGN DOSSIER
not to be formally endorsed
Notwithstanding the other provisions of Article 13, of the AGREEMENT.
CONTRACTOR shall be entitled to rely on the documents listed as "not to be endorsed
by CONTRACTOR" in the DESIGN DOSSIER, However, CONTRACTOR shall remain
responsible for:
a) the verification, prior to EFFECTIVE DATE of the adequacy, sufficiency and
coherence of the information and data contained in such documents with respect to
the proper performance of the WORK, and
b) the interpretation of the information and data contained in such documents (with
the exception of the interpretation of the geotechnical and soil data) in view of their
proper utilisation in the performance of the WORK.

TENDER submittal means, except if duly clarified, approval of the TENDER
DOCUMENTS.

3.2 COMPANY shall be entitled to reject any and all TENDERS, to waive irregularities and
formalities at its absolute discretion, and shall not be bound to accept the lowest or any
TENDER. The choice made by COMPANY will be final and may not be contested or opposed
by TENDERER.
Moreover, the present Call for TENDERS shall in no circumstance engage COMPANY’s
responsibility should the latter decide not to proceed with all or part of the project, and hence,
no claim for compensation of any kind regarding the preparation of the offer shall be
countenanced.

3.3 Study of TENDER DOCUMENTS
3.3.1 TENDERER is to check that all TENDER DOCUMENTS have been received.



COMPANY reserves the right to modify or amend any part of the TENDER
DOCUMENTS prior to acceptance of any TENDER; such modifications or amendments
shall be notified to all TENDERERS who shall, if they wish, be given the opportunity to
modify or amend any part of the TENDER should it have been submitted prior to such
modification or amendment.
Any modifications and/or additional instructions issued by COMPANY during the Tender
period shall be issued as Addenda to the TENDER DOCUMENTS.

3.3.2 TENDERER is required to peruse the TENDER DOCUMENTS and generally to obtain
all information he may require to enable him submit his TENDER.

3.3.3 Should TENDERER find any discrepancies in, or omissions from, the TENDER
DOCUMENTS, or have any enquiries regarding the TENDER DOCUMENTS, he should
immediately notify COMPANY in writing of such discrepancies, omissions or enquiries
and clarifications will be advised by COMPANY.

Albert.boukoulou-matondo@total.
CC: christian.etienne@total.com
CC Contracts.EP-YE@total.com

3.3.4 Any queries in connection with the TENDER should be submitted in writing not less
than seven (7) days prior to the closing date given for receiving TENDERS

3.3.5 TENDERERS shall be deemed to have a full working knowledge and of the SITE where
the WORK is to be performed including, where applicable, the prevailing climatic
conditions, ground conditions and, generally, be familiar with and have obtained all
necessary information as to the data and contingencies and all other circumstances
affecting the performance of the WORK and to have taken the same into account.
TENDERER shall make himself familiar with the SITE conditions, the necessary
restrictions on productivity due to safety and operational activities, the terms and
conditions of employment of labour prevailing in the area, and with all matters affecting
his TENDER.
COMPANY will arrange a SITE visit within 30 days of the issue of the Call for Tender,
for a maximum of two (2) TENDERER personnel. Participation in this visit will be at
TENDERER’s own expense.
COMPANY shall make available to TENDERER at TENDERER's own cost and
expenses access to the facilities for additional visits so that TENDERER may carry out
survey(s) as may be required by TENDERER for the purpose of proposing his
TENDER, with a minimum notice of seven (7) days.

3.3.6 TENDERER shall be deemed to have satisfied himself as to the correctness and
sufficiency of his TENDER. No claims whatsoever will be entertained arising out of
TENDERER's failure to study the TENDER DOCUMENTS or omission to assess the
actual site and ground conditions.

3.4 Proprietary information
3.4.1 The TENDER DOCUMENTS are confidential, contain proprietary information belonging
to COMPANY and may only be reproduced or disclosed by TENDERER for the purpose
of submitting its TENDER, subject however to prior written permission of COMPANY
first being obtained by TENDERER and the same prior undertaking of confidentiality by
the recipient.
3.4.2 The TENDER DOCUMENTS shall remain the property of COMPANY.



3.5 No TENDER will be conditional upon the availability of labour, equipment, material or any other
resources to be provided by TENDERER for the performance of the WORK.

3.6 Subsidiary Corporation
In the event TENDERER is a subsidiary of another Company or Corporation, or is more than
50% owned by another Company or Corporation, it is a condition precedent to the acceptance
of any TENDER that the TENDERER's ultimate holding Company provides a 'Parent Company
Guarantee' letter in the form attached hereinafter under Appendix 2, which is to be signed by
officer(s) with vested authority to commit the parent company.

3.7 TENDERER's legal status, country of incorporation and country of residence for tax purposes (if
different from country of incorporation) must be disclosed.

3.8 The TENDER and all attachments, information, notes, catalogues, and any other written
material will be in the English language.

3.9 COMPANY reserves the right to visit and inspect and satisfy itself regarding the premises,
facilities, CONSTRUCTION EQUIPMENT and other resources of TENDERER.

3.10 The Stage 1 and Stage 2 TENDER(S) shall remain valid and open for acceptance for a period
of six (6) months from the Closing Date of the Stage 2 TENDER stated in the Invitation to
participate in Stage 2 TENDER.

3.11 No TENDERER may consider itself successful unless and until he receives written notice to this
effect from COMPANY.
In the event of written acceptance by COMPANY of the TENDER or modified TENDER, as the
case may be, the sending by COMPANY of a letter or telefax of acceptance to the successful
TENDERER shall constitute a binding agreement between COMPANY and such successful
TENDERER in the precise terms of such correspondence together with the TENDER
DOCUMENTS read with the successful TENDER pending formal completion and exchange of
the Contract.
Such acceptance may be expressed to be subject to such clarifications or variations as
COMPANY shall specify; if such acceptance were conditional, then although there shall be no
binding contract until resolution of the points of clarification or variation stipulated by COMPANY
the successful TENDERER shall nonetheless be bound to adhere to its schedule of Rates and
Prices for the period stipulated in paragraph 3.11 above.

3.12 TENDERER shall be prepared to discuss in COMPANY offices, at TENDERER's own cost, any
aspect of his TENDER at any time between TENDER submission and CONTRACT award.

3.13 TENDERER shall submit together with his TENDER a bank statement issued by a leading bank
in which said bank commits itself, in case of award of the CONTRACT, to furnish the necessary
Bank Guarantee as defined in the AGREEMENT. The form of Bank Guarantee must comply
with the model attached (see Annexe 1/A to AGREEMENT). The bank statement shall be in the
format of the Form set out in Appendix 6 to these instructions to TENDERER duly signed and
witnessed.

3.14 Unsuccessful TENDERERS shall return all documents transmitted to them in conjunction with
the invitation to TENDER on receipt of the notification of the non-acceptance of their TENDER.

3.15 No TENDER will be accepted, which is not accompanied by a completed form of TENDER in
the format of Appendix 5 hereto.

3.16 If the TENDER does not comply with the Instructions to TENDERERS, is incomplete or vague
or is submitted after the prescribed date and time, it will not be considered.

3.17 COMPANY reference numbers must be clearly indicated on TENDERER's Proposal and/or all
letters, communications and other documents related thereto.



3.18 Any Contract awarded as a result of this enquiry shall not be deemed completed until all the
requirements of the TENDER DOCUMENTS have been complied with.

3.19 TENDERER's Information as requested in the TENDER DOCUMENTS shall be an essential
part of each TENDERER's Proposal and will, in the case of the successful TENDERER, be
incorporated as appropriate into the CONTRACT.

3.20 TENDERER shall together with his STAGE 2 TENDER, provide COMPANY with a Bid Bond in
the form, as per Appendix 3 herewith, of a bank guarantee issued by a leading bank.

3.20.1 The Bid Bond shall be of one percent (1%) of the total amount of the TENDER and it
shall be valid for six (6) months from the closing date of the stage 2 TENDER.

3.20.2 Any TENDERER who does not include a satisfactory Bid Bond within its TENDER shall
be disqualified.

3.20.3 The Bid Bond shall become the property of COMPANY and COMPANY shall have the
right to submit forthwith TENDERER's Bid Bond for payment if the said TENDERER
withdraws his offer during the guaranteed period of validity and/or, having been
awarded the CONTRACT, withdraws or is unable to implement it.

3.21 Joint Ventures (association of companies, without legal personality)
3.21.1 TENDERS submitted by Joint Ventures are to comply with the following
requirements:
a) The TENDER shall be signed by all Partners so as to be legally binding on
each member of the Joint Venture. The name of the signatory shall be shown in
print underneath each signature.
b) A copy of the Joint Venture Agreement that has been, or is intended to be
entered into by Partners, shall accompany the TENDER. Unless already
specifically included in the terms of such an Agreement, the following
declaration and information shall be given in a statement signed by all the
Partners which is to accompany the TENDER:
(i) That the Partners of the Joint Venture shall be liable jointly and severally
for the performance of the WORK in accordance with the terms of the
TENDER DOCUMENTS and that in the event that any one of said
Partners goes into liquidation then the surviving Partner(s) shall have the
full obligation to carry out and complete the WORK and shall be
empowered to use all Construction Equipment, including any marine
equipment, furnished by any Partner in the Joint Venture and shall be
entitled to have any subcontracts assigned to it (them).
(ii) The interest of each of the Partners in the Joint Venture and the part of the
WORK to be performed by each Partner.
(iii) The name of the Partner nominated to act as manager of the Joint
Venture and who in such capacity is authorised to incur liabilities and
enter into contractual relationships with third parties, including settlement
of any disputes thereunder, to receive and act upon instructions from
COMPANY, to make and receive payments - all on behalf of the Joint
Venture.
(iv) That the declaration attached to the TENDER takes precedence over
anything which may be written in the said Joint Venture Agreement.
3.21.2 In the event that TENDERER decides during the Tender period to form a Joint
Venture he shall notify COMPANY immediately on reaching such decision and in
any event at least seven (7) days prior to the date given for return of TENDERS
and give the names of all the Partners in the Joint Venture.
3.21.3 Should a CONTRACT be awarded to an association of companies, the
CONTRACT would then:
- provide that members of the association of companies are jointly referred to as
CONTRACTOR (or SUPPLIER as the case may be) and are jointly and
severally bound towards COMPANY



- and include the following provision:
"Applicable only when CONTRACTOR (or SUPPLIER as the case may be) is an
association of companies.

Without prejudice to the principle of joint and several liability of the companies
composing CONTRACTOR (or SUPPLIER), CONTRACTOR (or SUPPLIER)
nominates .......................... (name of company) as sole agent of CONTRACTOR
(or SUPPLIER). Such nomination includes the power to fully represent
CONTRACTOR (or SUPPLIER), act on his behalf, receive any payment due
under the CONTRACT, and settle any claim.
Such nomination is irrevocable by CONTRACTOR (or SUPPLIER) for the
duration of the CONTRACT, unless otherwise APPROVED".

ARTICLE 4 - TWO STAGES SYSTEM: TECHNICAL AND COMMERCIAL

The TENDER shall include the following information for the respective stages.

4.1 STAGE 1 TENDER

4.1.1 Content of the Stage 1 TENDER

The Stage 1 TENDER shall be prepared on the basis of the TENDER DOCUMENTS.
The Stage 1 TENDER shall be clearly legible and organized in four (4) Sections and Sub-
Sections as described below.

The Stage 1 TENDER shall contain in the following order:

Section 1 - The Legal, Financial and Administration information and documents:

Sub-Section 1.1 – Mandatory documents

a) Cover Letter
TENDERER shall include a cover letter on TENDERER’s letterhead, duly signed
by an authorised officer.

b) TENDERER details and Shareholders/Owners details
- Legal name and address of TENDERER.
- TENDERER's legal status, deed of incorporation and country of residence
for tax purposes (if different from country of incorporation).
- List of Company's Board of Management / Directors
- An outline organisation chart of TENDERER's Company, showing the
relationship between its various holdings and subsidiaries if any.

Sub-Section 1.2 – Other documents

a) The Bank Statement as specified in Paragraph 3.13 herein.
b) If applicable, the Joint Venture documents and statements mentioned in
paragraph 3.21 hereinabove and TENDERER to complete and insert Table 1 –
Split of Responsibilities,
c) If applicable, the Parent Company Guarantee mentioned in paragraph 3.6
hereinabove.



Section 2 - Comments, Qualifications and Exceptions to the TENDER DOCUMENTS

TENDERER shall submit, if any, his detailed comments, qualifications, exceptions or
proposed alternatives or deviations to the AGREEMENT, EXHIBITS and /or
SPECIFICATIONS in accordance with the form attached as Appendix 7 to these
Instructions to TENDERER.
TENDERER shall also provide, with his Stage 1 TENDER, the electronic file corresponding
to such form (CD-ROM, Microsoft Word).

Section 3 - Technical Information

Sub-Section 3.1 – Detailed description of TENDERER's proposed organisation of the
WORK

This detailed description shall contain organisation charts and names of key personnel,
including EXHIBIT K completed as requested.

TENDERER shall submit his CONTRACT Management Procedure

The CONTRACTOR REPRESENTATIVE as defined in Article 9 of the AGREEMENT shall
be designated in the Stage 1 TENDER. The CONTRACTOR REPRESENTATIVE and the
key Project Personnel shall be deeply involved in the TENDER preparation, and shall
attend the clarification meetings until the end of clarifications.

Sub-Section 3.2 - Detailed description of WORK to be subcontracted

Details of any portions of the WORK that TENDERER proposes to be subcontracted, and
details of the proposed SUBCONTRACTORS, including EXHIBIT J completed as
requested.

TENDERER shall clearly explain how he will organize the coordination of his
SUBCONTRACTORS and the management of the related interfaces at all steps of the
WORK.

TENDERER shall clearly indicate their plan with respect to local content, taking into
account that if TENDERER intents to subcontract parts of the WORK, TENDERER shall do
his utmost to promote YEMEN companies.

a) Local Content:
The following elements shall be provided by TENDERER within its TENDER:

(i) Enhancement of local employment:
In accordance with the provisions of the section 3 of the Exhibit K, TENDERER
shall advise which percentage of national and local employee that he intend to put
in place for the performance of the WORK.

TENDERER's Yemenisation Plan for the future CONTRACT, which shall describe:

- The positions held by Yemeni personnel at the beginning of CONTRACT;
- The planning for the development of this personnel and the addition of further
Yemeni personnel during the CONTRACT indicating the number of position held by
Yemeni Personnel at the end of the each year of the CONTRACT.

To this end, TENDERER shall complete the following targets:




KPI / Measure Performance Target

National staff employed as a proportion of
……% proposed for National Staff
total, in skill category
(unskilled and skilled)
Recruitment from neighboring
communities affected by operations (Sah
district, Seyun District and Shibam ……% proposed for Neighboring Staff
district) as a proportion of national
employees, in skill category
(unskilled and skilled)

(ii) Sourcing of goods and services from neighboring or regional
communities:
TENDERER shall promote sourcing of goods (such as construction,
catering, cars, fuel, water, etc) and services from suppliers and/or
CONTRACTOR from neighboring and/or regional communities and shall
advise COMPANY with his corresponding procurement plan stating the
origin of such suppliers and/or CONTRACTOR during the performance of
the WORK.
Local content will be one of the TENDER evaluation criteria and
TENDERER should clearly state his intentions.

Sub-Section 3.3 - Detailed description of proposed engineering services

a) Proposed organization for engineering activities (organization chart, location, etc),
work subcontracted if any, interfaces management.

b) Human resources available for the project, staffing (permanent staff, non-
permanent personnel), and manpower histogram split per disciplines.

c) Facilities proposed (areas of engineering offices, drawing boards, computers,
word processors, copying and printing machines, etc ....),

d) Proposed computer programs specific to the WORK,

e) Engineering procedures (in accordance with EXHIBIT G)

Sub-Section 3.4 - Procurement services

a) Detailed description of proposed procurement services (organization chart,
human resources, etc)

b) Statement that CONTRACTOR shall procure the material from APPROVED
VENDORS/SUBCONTRACTORS whenever specified by COMPANY

c) Equipment fabrications to be subcontracted, Subcontractors follow-up procedure

d) Proposed procedures for purchasing, expediting, inspection, material control,
handling of equipment and materials in accordance with EXHIBIT G requirements

Sub-Section 3.5 - Detailed description of construction, installation facilities and methods

This detailed description of construction, installation facilities and methods shall cover SITE
activities and resources including:



a) Description of Yard facilities:

- Yard location and size, yard equipment, yard access, fabrication area
prefabrication, warehouse, storage,
- Transportation equipment,
- Welding and NDT units, and the like.

b) Description of pipelines procedures for:

- Any prefabrication on Yard,
- Transportation of line pipes and appurtenances,
- Access to the SITE for CONSTRUCTION EQUIPMENT,
- laying procedures,
- Repair of laying tracks used.

c) These procedures shall be supported as necessary by:

- Illustrative sketches showing sequence of the works for lines installation,
- Preliminary sizing of construction and installation equipment (in particular
laying spread).

d) Description of spread with specific installation equipment proposed for the
WORK, such as:
- Cranes,
- Side booms,

Sub-Section 3.6 - Preliminary Detailed Work time Schedule

TENDERER shall submit EXHIBIT C with TENDERER proposed dates inserted where
required. TENDERER shall indicate critical path.

COMPANY wishes to emphasise that compliance with the provisions of EXHIBIT C is of
prime importance.

TENDERER shall also submit Manpower histograms in line with the Schedule, showing:

a) Engineering (further split per discipline)

b) Procurement services (buying, expediting, inspection), showing planned dates for
placing purchase orders/delivery dates

c) Construction, pre-commissioning, (further split per discipline)

d) hook-up (further split per discipline)

Sub-Section 3.7 - Description of cost control, progress control and reporting procedures

TENDERER shall submit typical documents illustrating these procedures.

Sub-Section 3.8 - Description of Quality Assurance / Quality Control organisation
Cerifications
Quality assurance plan with list of procedures has to be prepared or applicable to the
WORK as per TENDER DOCUMENTS.




Quality control, inspections plan for:

- VENDORS
- SUBCONTRACTORS
- Yard pre-fabrication activities
- Construction spread

Provision of all of these mentioned documents by TENDERER with his STAGE 1
TENDER is mandatory.

TENDERER shall also provide with his STAGE 1 TENDER relevant certifications related to
the performance of the WORK.

Sub-Section 3.9 - Safety organisation

a) TENDERER shall provide all information regarding its Safety organisation and
policy :

- TENDERER general safety organisation and policy
- Proposed organisation for the WORK required to fulfil COMPANY safety
requirements defined in TENDER DOCUMENTS

b) Safety plan and procedures applicable to the WORK (including Health, Safety
and Environmental (HSE) improvement plan proposed by TENDERER for the
WORK).

c) Environment plan applicable to the WORK on SITE.

Provision of all of these mentioned documents by TENDERER with his STAGE 1
TENDER is mandatory.

Sub-Section 3.10 - Annexes

a) CV's of key personnel

b) Technical documentation relating to CONSTRUCTION EQUIPMENT

c) Copy of TENDERER Quality Assurance program

d) Technical documentation concerning any proposed main SUBCONTRACTORS.

e) TENDERER workload showing current project(s) and future project(s), including
BLACK TOP ROAD Project.

Section 4 - Experience and References in similar works

TENDERER shall submit supporting documents showing his experience in similar works.
TENDERER shall also submit copies of substantiating acceptance certificates.

4.1.2 Important Notes

a) The Technical proposal must conform to the information previously submitted by
TENDERER within the Expression of Interest Dossier.



Any deviation from such Expression of Interest Dossier may lead to disqualification of
the TENDER.
b) The Technical proposal must include all of the complementary information,
explanations and clarifications as required by COMPANY in the Invitation to TENDER.

c) TENDERER information and data provided under Section 3 of the Stage 1 TENDER
must be clear and sufficiently detailed to allow the COMPANY to perform a technical
evaluation of TENDERER's capabilities, that must be conform to TENDER
requirements.

4.2 EVALUATION AND ELUCIDATION OF THE STAGE 1 TENDER

Following evaluation and analysis of the TENDER, COMPANY will conduct clarifications in
order to ensure that:

- The TENDER conforms to the requirements of the Invitation to TENDER.

- TENDERER has a good understanding of the scope of WORK, and is capable of
performing the WORK according to the requirements of the TENDER DOCUMENTS.

Such clarification shall be conducted by means of correspondence and/or meetings.

Upon completion of this evaluation and elucidation Stage, COMPANY will invite successful
TENDERER to participate in Stage 2 TENDER. Unsuccessful TENDERER will be notified
accordingly.

4.3 STAGE 2 TENDER

The Stage 2 TENDER shall be submitted after the evaluation and elucidation of the Stage 1
TENDER has been completed, at the date stated by COMPANY in the letter of invitation to
participate in Stage 2 tendering.

The TENDER shall be initialled in blue ink upon each page, and signed by an officer of
TENDERER vested with the authority to commit TENDERER.

The Stage 2 TENDER shall be submitted in the following order:

Section 1 - Cover letter

The cover letter on TENDERER’s letterhead according to the Form of TENDER set out in
Appendix 5, duly signed and witnessed by TENDERER authorised official over an
appropriate duty stamp.

Section 2 - Schedule of Prices

TENDERER shall insert his proposed prices where provided for in EXHIBIT B.

EXHIBIT B must be submitted as specified in the Form of TENDER (Refer to Appendix 5
hereinafter).

The TENDER lump sum price shall be given in figures and letters.



Section 3 - Bid Bond

TENDERER shall provide the Bid Bond as described in paragraph 3.20 hereof.

ARTICLE 5 – SUBMISSION OF TENDER

5.1 The original of the Stage 1 TENDER (as defined in the foregoing section 4.1) plus three (3)
hard copies and two (2) electronic copies shall be transmitted to COMPANY at the address
given hereunder:

TOTAL E&P YEMEN
DIRECTION OPERATION
PO BOX 842
SANA’A
YEMEN
Attention: Albert BOUKOULOU MATONDO – Contracts, Procurement & Logistic Manager

by such means that they reach the above address before the Closing Date and time as stated
in the Invitation to TENDER letter.

Each Original and each copy shall be submitted in separate envelopes as specified in Section
5.3.

It is TENDERER responsibility to obtain from COMPANY's Sana’a office a receipt for the
delivery of the TENDER envelopes before the Closing Date and time.

Each receipt shall be time and date stamped and any TENDER received after the date and
time prescribed in the Invitation to TENDER letter will not be considered.
TENDERER is advised that by mailing his TENDER he runs the risk of envelopes being
accidentally opened, in such a case TENDERER shall bear all subsequent consequences.

COMPANY would strongly recommend avoiding normal mailing and would prefer the use of a
courier.

5.2 The original Stage 2 TENDER (as defined in the foregoing Section 4.3) plus three (3) hard
copies and two (2) electronic copies thereof shall be transmitted to COMPANY at the address
given hereunder:

TOTAL E&P YEMEN
DIRECTION OPERATION
PO BOX 842
SANA’A
YEMEN
Attention: Albert BOUKOULOU MATONDO – Contracts, Procurement & Logistic Manager

by such means that they reach the above address before the Closing Date and time as
stated in the invitation to Stage 2 TENDER (i.e. after the evaluation and elucidation
period).

Each Original and each copy shall be submitted in separate envelopes as specified in
Section 5.3.

It is TENDERER responsibility to obtain from COMPANY's Sana’a office a receipt for the
delivery of the TENDER envelopes before the Closing Date.

Each receipt shall be time and date stamped and any TENDER received after the date and
time prescribed in the Invitation to Stage 2 TENDER letter will not be considered.




TENDERER is advised that by mailing his TENDER he runs the risk of envelopes being
accidentally opened, in such a case TENDERER shall bear all subsequent consequences.

COMPANY would strongly recommend avoiding normal mailing and would prefer the use
of a courier.

5.3 The original and the copies of the Stage 1 TENDER and Stage 2 TENDER shall be carefully
packed in separate envelopes and wax-sealed to avoid inadvertent opening through damage
in transit or otherwise.

All envelopes shall be appropriately identified, with the name of the TENDERER on the
envelopes, and shall bear the reference of the Call for TENDER and the nature of the
TENDER ("Stage 1" or "Stage 2").

A model of the tags to be affixed upon each envelope is attached hereto as Appendix 4.
Such tag is to be completed by adding the Call for TENDER reference number.

5.4 The originals must be identified by marking "Original" on each proposal.

5.5 At the same time of sending the TENDER, TENDERER shall also send to:

TOTAL E&P YEMEN
DIRECTION OPERATION
SANA’A
YEMEN

a fax confirming the actual TENDER forwarding date.

5.6 Failure to comply with the procedure set forth in this Section 5 shall invalidate the TENDER.

5.7 Any TENDER delivered after the date and time specified in the Invitation to TENDER letter will
be unopened.

ARTICLE 6 – SUBMISSION OF TENDER

6.1 PREAMBLE

The TENDER Evaluation as detailed hereafter shall be implemented under the supervision of
the COMPANY.

6.2 PREBID MANDATORY REQUIREMENTS

The Form of Acknowledgement must be completed, signed and returned to COMPANY.

TENDERER must attend at TENDERER‘s costs and expenses the pre-bid meeting (if any).

6.3 RECEIPT AND PROCESSING OF TENDER

• At the time and date notified as TENDER Closing Date, the COMPANY will assemble
at TOTAL E&P YEMEN office at Sana’a and record the TENDER(S) received.

• TENDER(S) received after the closing date and time, or at any other location or office
of TOTAL E&P YEMEN, will be returned unopened.




• After recording receipt of TENDER(S) the bid opening will take place.

• COMPANY will open the TENDER(S) and ensure that the mandatory requirements, as
set out below are met.

• Any TENDERER failing to meet any of the mandatory requirements will be disqualified.

6.4 MANDATORY REQUIREMENTS - STAGE 1 TENDER

• TENDER must be submitted at the address, and upon the date and time, stated by
COMPANY for submission of the Stage 1 TENDER.

• The cover letter and the legal, financial and administrative documents to be included in
Sub-Section 1.1 and Sub-Section 1.2 as specified in paragraph 4.1 of these
Instructions to TENDERER, are mandatory.

• documents to be included in Sub-Section 3.8 and Sub-Section 3.9 as specified in
paragraph 4.1 of these Instructions to TENDERER, are mandatory

6.5 MANDATORY REQUIREMENTS - STAGE 2 TENDER

• TENDERS must be submitted at the address, and upon the date and time, stated by
COMPANY for submission of the Stage 2 TENDER. The Stage 2 TENDER shall
remain open and valid for acceptance for a period as specified in paragraph 3.8 hereof.

• The TENDER must contains the cover letter according to the Form of TENDER as
specified in paragraph 4.3. Such cover letter will be included in Section 1 of his Stage 2
TENDER.

• The TENDER lump sum price shall be a fully inclusive lump sum price in US Dollars,
and not be subject to escalation nor exchange rate variation. TENDERER shall
included the duly completed EXHIBIT B in Section 2 of his Stage 2 TENDER, as
required in paragraph 4.3 hereof.

• In accordance with the provisions of the paragraph 3.20 hereof, the Bid Bond shall be
accompanied by a statement upon TENDERER's letterhead certifying the
legality/originality of the Bid Bond submitted. Such statement of legality/originality shall
be signed by a duly authorised TENDERER representative over the appropriate stamp
duty.

• The Stage 2 TENDER must be submitted without technical, contractual or
commercial qualifications.





APPENDICES




APPENDIX 1 - FORM OF ACKNOWLEDGEMENT OF RECEIPT

TOTAL E&P YEMEN
PO BOX 842
SANA’A
YEMEN

Attention Mr. Albert BOUKOULOU MATONDO- Contracts, Procurement & Logistic Manager

,
CALL FOR TENDERS No. CFT. TY/2010-17/ES - BLACK TOP ROAD

Dear Sirs,

We are in receipt of your Invitation to TENDER and the TENDER DOCUMENTS for the above-
mentioned WORK, and are in receipt of all documents listed therein.

(*) - We hereby accept to respond to your invitation and to submit our TENDER not later than the
closing date and agree to comply with your Instructions to TENDERERS.

(*) - We hereby decline your invitation, and will return forthwith your TENDER DOCUMENTS, all in
accordance with your instructions to TENDERERS.

We accept and understand that the TENDER DOCUMENTS are confidential, contain proprietary
information belonging to COMPANY and may only be reproduced or disclosed by TENDERER for the
purpose of submitting its TENDER, subject however to prior written permission of COMPANY first being
obtained by TENDERER and to same prior undertaking of confidentiality by the recipient.

The TENDER DOCUMENTS shall remain the property of COMPANY.

The contact for this TENDER within our Company is:

Name:
Title:
Telephone:
Fax:
Email:

Yours faithfully,
For and on behalf of:

Name
Title
Stamp

(*) Delete as applicable




APPENDIX 2 - FORM OF PARENT COMPANY GUARANTEE (IF APPLICABLE)

CALL FOR TENDERS No. CFT. TY/2010-17/ES - BLACK TOP ROAD

Dear Sirs,

1. With reference to the accompanying TENDER for the above CONTRACT, we, as (b) .............'s ultimate
holding company do hereby enter into the following unconditional and irrevocable undertakings with
.............(a), (hereinafter referred to as "COMPANY"), and its associates in the Consortium if any, that on
condition that COMPANY enters into a CONTRACT with .............(b) for the above subject and in
consideration of the same:
1.1 .............(b) shall perform all his obligations contained in the said CONTRACT, and,
1.2 If .............(b) shall in any respect fail to perform the said obligations contained in the said
CONTRACT or commits any breach thereof, we shall ourselves perform on the simple demand
by COMPANY or take whatever steps may be necessary to achieve performance of the
obligations under the CONTRACT of .............(b) and shall indemnify and keep indemnified
COMPANY and its associates in the Consortium if any, against any loss, damages, costs and
expenses, for which .............(b) may be liable thereunder, howsoever arising from the said
failure or breach.

2. We shall not be discharged or released from our undertakings hereunder by any waiver or forbearance
by COMPANY whether as to payment, time, performance or otherwise.

3. This guarantee shall be unconditional, irrevocable, without benefit of discussion and shall continue until
all .............(b)'s obligations under the CONTRACT have been performed, notwithstanding:
- any alterations or additions to or deletions from the CONTRACT and/or
- any modifications in the shareholding relationship between us and .............(b) and/or
- any assignment in accordance with the CONTRACT.

4. The expression CONTRACT shall have the meaning ascribed to it in the AGREEMENT.

5. This document shall be construed and take effect in accordance with the laws of France and we shall
submit to the jurisdiction of the Courts of France.

Yours faithfully,

Signed: ................................ for and on behalf of ............ (TENDERER's ultimate holding
(c) Company)

Name:

Title:

Date: ......................

(a) Name of COMPANY
(b) Name of TENDERER
(c) Common seal of signature of TENDERER's ultimate holding Company or such formalities as may be
required under the law or articles of association to render a unilateral promise binding on TENDERER's
ultimate holding Company. Each page (other than signature page) to be duly initialled.




APPENDIX 3 - FORM OF BANK GUARANTEE (Bid Bond)

No. : ...........

In consideration of the submittal by .......…………………................(specify name of TENDERER) of a
tender (hereinafter designated as the “TENDER”) according to the Call for Tender issued by TOTAL
E&P YEMEN for the BLACK TOP ROAD
(hereinafter designated as the “CONTRACT”), the undersigned, acting in the capacity
of................................................ for and on behalf of..................................………….. having its
registered office in...................................................... (Hereinafter designated as the "GUARANTOR"),
upon request of............................... having its registered office in.................... (hereinafter designated
as the "GUARANTEED PARTY") for the benefit of TOTAL E&P YEMEN having its business office in
Sana’a, (hereinafter designated as the "OBLIGEE"), hereby accepts the following:

1. With waiver of the principal rights and privileges of the GUARANTOR according to existing
Yemen Laws to plead for seizure and sale of the assets of the GUARANTEED PARTY before the
settlement of his debts, GUARANTOR shall pay to the OBLIGEE a maximum sum
.......................................... (say : ...........................................) of one percent (1%) of the total amount of
the TENDER submitted by the GUARANTEED PARTY for the works and services to be performed
under the CONTRACT.

2. This bank guarantee is valid for a period of six (6) months from the date of ……… (specify
Stage 2 Closing Date of the TENDER) (hereinafter referred to as the “VALIDITY PERIOD”) and expires
on the date of ....................... (hereinafter referred to as the “EXPIRATION DATE”), whether or not
returned to the GUARANTOR.

3. Demand for the payment of this bank guarantee can be done by the OBLIGEE with a written
notice to the GUARANTOR not later than fourteen (14) calendar days after the EXPIRATION DATE of
this bank guarantee (hereinafter referred to as the “DEMAND PERIOD”).

4. Upon receipt within the DEMAND PERIOD, of the demand for payment from the OBLIGEE
supported by evidence that the GUARANTEED PARTY has withdrawn his TENDER during the
VALIDITY PERIOD and/or, having been awarded the CONTRACT, withdraws or is unable to implement
it, the GUARANTOR shall irrevocably undertake to pay the said amount on the first demand and such
payment shall be made without recourse and notwithstanding any objection or otherwise from the
GUARANTEED PARTY.

5. During the VALIDIY PERIOD, this bank guarantee may expire when:

• The GUARANTEED PARTY has fulfilled his obligations to the satisfaction of the
OBLIGEE in accordance with the conditions stipulated in the Call for Tender for the
CONTRACT, although the VALIDITY PERIOD of this bank guarantee has not expired,
or

• The GUARANTEED PARTY fails to win the CONTRACT, or is not awarded the
CONTRACT, or

• Statement of the waiver of the bank guarantee or statement of the settlement of the
bank guarantee is jointly signed by the OBLIGEE and the GUARANTEED PARTY on a
document which bears sufficient stamp duty, before the EXPIRATION DATE of the
Bank guarantee.



6. This bank guarantee shall be returned to the GUARANTEED PARTY upon the expiration of
the DEMAND PERIOD.

Date: ...............,...........

GUARANTOR

Name :
Position :

P.S. :
1. The "GUARANTEED PARTY" shall ensure to provide appropriate and sufficient information to the
"GUARANTOR" for the issuance of the bank guarantee.

2. The bank guarantee can be issued in English




APPENDIX 4 - MODEL OF TAGS

a) "STAGE 1" TENDER

SEALED PARCEL - OPENING FORBIDDEN WITHOUT AUTHORIZATION

TOTAL E&P YEMEN
DO/CPL
SANA’A
YEMEN

Attention: Mr. Albert BOUKOULOU MATONDO - Contracts, Procurement & Logistic Manager

CALL FOR TENDER Ref. CFT.TY/2010-17/ES FFOR BLACK TOP ROAD

"STAGE 1” TENDER

b) "STAGE 2" TENDER

SEALED PARCEL - OPENING FORBIDDEN WITHOUT AUTHORIZATION

TOTAL E&P YEMEN
DO/CPL
SANA’A
YEMEN


CALL FOR TENDER Ref. CFT.TY/2010-17/ES FOR BLACK TOP ROAD

"STAGE 2” TENDER




APPENDIX 5 - FORM OF TENDER ( STAGE 2 SUBMISSION )

Letter to :
TOTAL E&P YEMEN
PO BOX 842
SANA’A
YEMEN

Reference: Call for TENDER N° CFT.TY/2010-17/ES FOR BLACK TOP ROAD

STAGE 2 TENDER

Dear Sirs,

1. Having examined and noted the TENDER DOCUMENTS, i.e.:

Invitation to Stage 2 TENDER Letter,

Instructions to TENDERER,

AGREEMENT and its Annexes:

ANNEX 1 - GUARANTEES
1/A - FORM OF PERFORMANCE BANK GUARANTEE
1/B - NOT APPLICABLE
1/C - FORM OF DEMAND
ANNEX 2 - FORM OF FINAL ACCOUNT CERTIFICATE
ANNEX 3 - INDEMNITY AND WAIVER OF RECOURSE AGREEMENTS
3/A - FORM FOR CONTRACTOR
3/B - FORM FOR SUBCONTRACTORS
ANNEX 4 - LIABILITY AND INSURANCE AGREEMENT FROM SUBCONTRACTORS
ANNEX 5 - ASSIGNMENT AGREEMENT
ANNEX 6 - CONTRACTOR’S INSURANCE STATUS
ANNEX 7 - CERTIFICATE OF ENDORSEMENT OF DESIGN DOSSIER
ANNEX 8 - FORM OF INTERIM CERTIFICATES
ANNEX 9 - FORM OF PROVISIONAL ACCEPTANCE CERTIFICATE
ANNEX 10 - FORM OF FINAL ACCEPTANCE CERTIFICATE
ANNEX 11 - COMPANY CUSTOMS EXEMPTION REGULATIONS & PROCEDURE

EXHIBITS
EXHIBIT A - SCOPE OF WORK AND SERVICES TO COMPANY
EXHIBIT B - SCHEDULE OF PRICES
EXHIBIT C - WORK TIME SCHEDULE
EXHIBIT D - PERFORMANCE GUARANTEES
EXHIBIT E - TECHNICAL REQUIREMENTS
EXHIBIT F - PARTICULAR CONDITIONS FOR THE PERFORMANCE OF THE WORK
EXHIBIT G - CO-ORDINATION PROCEDURE
EXHIBIT H - QUALITY ASSURANCE AND QUALITY CONTROL
EXHIBIT I - COMPANY ITEMS
EXHIBIT J - LIST OF SUBCONTRACTORS AND VENDORS
EXHIBIT K - CONTRACTOR'S ORGANISATION AND KEY PERSONNEL
EXHIBIT L - HEALTH SAFETY AND ENVIRONMENT REQUIREMENTS




Bid Clarifications number ...... to ....... inclusive, and Elucidation Dossier for Stage 2 TENDER,

and considering the "Stage 1" Proposal submitted separately as further amended during
elucidation with COMPANY, we undertake to complete the WORK and perform all services and
obligations described in the TENDER DOCUMENTS within the contractual dates as specified in
the TENDER DOCUMENTS, for the prices and rates referred to hereunder, all in accordance with
the terms and conditions set forth in the TENDER DOCUMENTS.

2. Our quotation of the lump sum prices stated in EXHIBIT B is as given in the Attachment to this
form of TENDER. We submit EXHIBIT B in its entirety, attached hereto, in order to constitute a
valid TENDER.

Our quotation of the lump sum price is : US $ .......................................
(in figures and letters) : ...............................................................................................

3. We agree to keep valid this TENDER for a period of six (6) months from the closing date of the
Stage 2 TENDER and it shall remain binding upon us and may be accepted by COMPANY at any
time before the expiration of such six (6) months period.

4. If this offer is accepted within the period of time mentioned in the foregoing provision, we agree to
enter into a formal agreement to perform the WORK in accordance with the Conditions of the
CONTRACT.



5. We understand that you are not bound to accept the lowest or any offer you may receive; we
agree that your decision shall not be contested or opposed by us, and that the submission of this
offer does not involve COMPANY incurring any costs whatsoever.

Dated the ............. day of ...................……….

Signature.....................

in the capacity of ......................................

duly authorised to sign Tenders for and on behalf of
.................................................................

Witness :

Occupation :

Address :

Attachments:

• EXHIBIT B in its entirety
• Bid Bond




APPENDIX 6 - FORM OF BANK STATEMENT

TOTAL E&P YEMEN
PO BOX 842
SANA’A
YEMEN

Attention Mr. Albert BOUKOULOU MATONDO- Contracts, Procurement & Logistic Manager

Reference: Call for TENDER N°. ……………………….. (1)

Dear Sirs,

We, ………….....(2)....................., understand from ..................(3)………....... that it is currently bidding
for the above referenced Call for Tender issued by TOTAL E&P YEMEN.

We ....................(2)................., advise that under present circumstances, we would be willing to issue a
Performance Bank Guarantee in relation to the contract with TOTAL E&P YEMEN, in the event of award
of such contract to ................(3)……….....

Tenderer Name : ......(2).....
Bank Name : .............(3).....

Yours faithfully

Stamp

Name : .......................
Title : ........................
Signature : ........................

Date : .........................

(1) Call For Tender No. and Title
(2) Bank Name
(3) CONTRACTOR Name




APPENDIX 7 - PRESENTATION FORMS FOR QUALIFICATIONS DEVIATIONS OR EXCEPTIONS




CALL FOR TENDER Ref. CFT.TY/2010-17/ES FOR BLACK TOP ROAD TENDERER :

FORM FOR QUALIFICATIONS, EXCEPTIONS OR DEVIATIONS

INDICE No. REFERENCE TEXT QUALIFICATIONS, COMPANY COMMENTS
EXCEPTIONS OR DEVIATIONS




APPENDIX 8 – COMPANY ETHICS CHARTER

REFER TO ATTACHED DOCUMENT


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