1 Itt Document 2010 017

TOTAL E & P YEMEN PAGE 1 of 30

INSTRUCTIONS TO TENDERERS

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

TOTAL E & P YEMEN

CFT Nº TY/2010-17/ES

BLACK TOP ROAD

INSTRUCTIONS TO TENDERER




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: [email protected] [email protected]

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.

mailto:[email protected]




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 total, in skill category (unskilled and skilled)

……% proposed for National Staff

Recruitment from neighboring communities affected by operations (Sah district, Seyun District and Shibam district) as a proportion of national employees, in skill category (unskilled and skilled)

……% proposed for Neighboring Staff

(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

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

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

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

COMPANY COMMENTS




APPENDIX 8 – COMPANY ETHICS CHARTER

REFER TO ATTACHED DOCUMENT

1 Itt Document 2010 017

Documents

Transcript of 1 Itt Document 2010 017