TURKIYE PETROLLERI A.O. INVITATION TO TENDER · 2013-05-20 · TURKIYE PETROLLERI A.O. INVITATION...

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TURKIYE PETROLLERI A.O. INVITATION TO TENDER Turkiye Petrolleri A.O. (TPAO) plans to extend the capacity of its Kuzey Marmara Underground Gas Storage in depleted field, located in Thrace, Turkey. TPAO will solicit tenders from extensive experienced companies for the Kuzey Marmara Extension Project (Phase 3). The work will be performed in two stages. In the first stage, the Contractor will prepare the Conceptual Study, the Detailed Feasibility Study and Tender Documentation for a lump sum turnkey EPC Contract. The second stage will consist in on request assistance to the TPAO for preparing Invitation to Tender for EPC Contract, evaluation of the Tenders received for the EPC Contract, recommendation to TPAO for selection of the EPC Contractor, support for the EPC Contract negotiation, and management of the EPC contract up to the completion of the Defects Liability Period. The Tenderers shall agree that the successful Tenderer and its affiliates shall not be allowed to bid for the EPC Contract for the New Surface Plant, whether alone, or as a partner in a Joint Venture, or as a sub-consultant of the EPC Contractor. At the end of the first stage TPAO reserves to terminate the contract and get the second stage services from another company, under a separate contract and the Contractor shall have no right to claim any compensation. The import, export, transmission, storage, distribution and wholesale companies and free consumers which shall engage in activities in the natural gas market may enter into construction and service contracts with real persons and legal entities who have obtained a certificate from the Energy Market Regulatory Authority. No real person or legal is allowed to take part in natural gas installation or service activities unless the said certificate is obtained. Before signing the Contract, the successful Tenderer shall submit the copy of the said certificate to TPAO. The first stage is expected to be completed maximum in 9 (nine) months following the contract award date. It is planned that the second stage will start in 2014 with the EPC Invitation to Tender, and will be completed by the end of 2019, upon completion of the Defects Liability Period. Only such companies with extensive design and engineering experience of natural gas processing and compression facilities and surface facilities for underground gas storage will be considered for the work. The right is reserved, as interest of TPAO may require, to reject any or all the proposal(s) without giving due reason, to accept other than the lowest priced proposal, and to waive any irregularity in the proposals received. The tender documents can be reviewed and purchased, at a cost of 100 USD, at the address below, in working hours. Tenderers wishing to apply for this tender are obliged to purchase the tender documents after the payment of necessary amount to account no. IBAN No: TR18 0001 5001 5804 8000 9227 84 at T.Vakıflar Bankası T.A.O. Ankara Kurumsal Merkezi Şubesi. Proposals with a validity period of 6 months must be submitted, together with a bid bond of EUR 30.000, by July 10, 2013 no later than 14:00h. Address: TPAO Production Department, Söğütözü Mahallesi 2180. Cadde No:86 Ankara 06100 TURKEY Fax: +90 (312) 286 90 17 e-mail: [email protected] www.tpao.gov.tr

Transcript of TURKIYE PETROLLERI A.O. INVITATION TO TENDER · 2013-05-20 · TURKIYE PETROLLERI A.O. INVITATION...

Page 1: TURKIYE PETROLLERI A.O. INVITATION TO TENDER · 2013-05-20 · TURKIYE PETROLLERI A.O. INVITATION TO TENDER Turkiye Petrolleri A.O. (TPAO) plans to extend the capacity of its Kuzey

TURKIYE PETROLLERI A.O.

INVITATION TO TENDER

Turkiye Petrolleri A.O. (TPAO) plans to extend the capacity of its Kuzey Marmara

Underground Gas Storage in depleted field, located in Thrace, Turkey. TPAO will solicit tenders from

extensive experienced companies for the Kuzey Marmara Extension Project (Phase 3).

The work will be performed in two stages. In the first stage, the Contractor will prepare the

Conceptual Study, the Detailed Feasibility Study and Tender Documentation for a lump sum turnkey

EPC Contract. The second stage will consist in on request assistance to the TPAO for preparing

Invitation to Tender for EPC Contract, evaluation of the Tenders received for the EPC Contract,

recommendation to TPAO for selection of the EPC Contractor, support for the EPC Contract

negotiation, and management of the EPC contract up to the completion of the Defects Liability Period.

The Tenderers shall agree that the successful Tenderer and its affiliates shall not be allowed

to bid for the EPC Contract for the New Surface Plant, whether alone, or as a partner in a Joint

Venture, or as a sub-consultant of the EPC Contractor. At the end of the first stage TPAO reserves to

terminate the contract and get the second stage services from another company, under a separate

contract and the Contractor shall have no right to claim any compensation.

The import, export, transmission, storage, distribution and wholesale companies and free

consumers which shall engage in activities in the natural gas market may enter into construction and

service contracts with real persons and legal entities who have obtained a certificate from the Energy

Market Regulatory Authority. No real person or legal is allowed to take part in natural gas installation

or service activities unless the said certificate is obtained. Before signing the Contract, the successful

Tenderer shall submit the copy of the said certificate to TPAO.

The first stage is expected to be completed maximum in 9 (nine) months following the contract

award date. It is planned that the second stage will start in 2014 with the EPC Invitation to Tender, and

will be completed by the end of 2019, upon completion of the Defects Liability Period. Only such

companies with extensive design and engineering experience of natural gas processing and

compression facilities and surface facilities for underground gas storage will be considered for the

work. The right is reserved, as interest of TPAO may require, to reject any or all the proposal(s)

without giving due reason, to accept other than the lowest priced proposal, and to waive any

irregularity in the proposals received. The tender documents can be reviewed and purchased, at a

cost of 100 USD, at the address below, in working hours. Tenderers wishing to apply for this tender

are obliged to purchase the tender documents after the payment of necessary amount to account no.

IBAN No: TR18 0001 5001 5804 8000 9227 84 at T.Vakıflar Bankası T.A.O. Ankara Kurumsal Merkezi Şubesi. Proposals with a validity period of 6 months must be submitted, together with a bid

bond of EUR 30.000, by July 10, 2013 no later than 14:00h.

Address: TPAO Production Department, Söğütözü Mahallesi 2180. Cadde No:86

Ankara 06100 TURKEY Fax: +90 (312) 286 90 17 e-mail: [email protected]

www.tpao.gov.tr

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T P A O

KUZEY MARMARA EXTENSION PROJECT (PHASE 3)

NEW SURFACE PLANT

CONCEPTUAL STUDY, DETAILED FEASIBILITY STUDY AND

ASSISTANCE TO EPC CONTRACT TENDERING AND MANAGEMENT

SCOPE OF SERVICES

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TABLE OF CONTENTS

1.  OBJECT OF THIS DOCUMENT .................................................................................... 3 

2.  PROJECT DESCRIPTION, OBJECTIVES AND SCOPE .............................................. 3 2.1.  Project Description .......................................................................................................... 3 2.1.1.  Existing Facilities ............................................................................................................ 3 2.1.2.  Planned Extension (Phase 3) ......................................................................................... 4 2.2.  Objectives of Sub-Phase 1 Services .............................................................................. 5 2.3.  Sub-Phase 1 Studies Scope of Work ............................................................................. 6 2.3.1.  Studies Battery Limit ....................................................................................................... 6 2.3.2.  Basis of Design ............................................................................................................... 6 2.3.3.  Studies Purpose and Deliverables ................................................................................. 8 2.4.  Project Deadlines for Sub-Phase 1 Services ................................................................ 10 2.5.  Assistance to the Owner during EPC Contract Tendering and Performance (Sub-Phase 2) ...................................................................................................................................... 10 2.6.  Sub-Phase 2 Time Schedule ........................................................................................ 11 

3.  CONTRACT BASIS ...................................................................................................... 11 3.1.  Project name ................................................................................................................. 11 3.2.  Language ...................................................................................................................... 11 3.3.  Intellectual Rights and Confidentiality ........................................................................... 11 

4.  HEALTH, SAFETY AND ENVIRONMENT .................................................................. 11 

5.  QUALITY ASSURANCE .............................................................................................. 12 

6.  PERSONNEL ............................................................................................................... 12 6.1.  Engineer Project Organisation ...................................................................................... 12 6.2.  Personnel Qualification ................................................................................................. 13 

7.  COORDINATION BETWEEN THE OWNER AND THE ENGINEER .......................... 13 7.1.  General ......................................................................................................................... 13 7.2.  Reporting ...................................................................................................................... 13 7.3.  Meetings ....................................................................................................................... 13 7.3.1.  Kick-off meeting ............................................................................................................. 13 7.3.2.  Intermediate Meetings ................................................................................................... 14 7.3.3.  Final Documentation ...................................................................................................... 14 

LIST OF APPENDICES

1. Native and injected gas compositions 2. Available documents 3. Deliverables for the Conceptual Study 4. Deliverables for the Detailed Feasibility Study 5. Deliverables for the EPC Tender Documentation

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1. OBJECT OF THIS DOCUMENT Türkiye Petrolleri Anonim Ortaklığı or "TPAO", (herein after “the Owner”), plans to extend the capacity of its Kuzey Marmara Underground Gas Storage in depleted field, located in Thrace, Turkey (Phase 3 Project). This document describes the Services required from the engineering company (hereinafter the Engineer) selected by the Owner for the performance of engineering and consultancy services related to the New Surface Plant required for this extension, in two phases (hereinafter the Services). Sub-Phase 1 of Phase 3 will consist in elaborating: ‐ the Conceptual Study, ‐ the Detailed Feasibility Study and ‐ the Tender Documentation for a lump sum turnkey EPC contract

Sub-Phase 2 of Phase 3 will consist in on request assistance to the Owner for:

− the Invitation to Tender for the EPC Contract − the evaluation of the Tenders received for the EPC Contract − a recommendation to the Owner for the selection of the EPC Contractor − support for the EPC Contract negotiation − management of the EPC Contract, up to the completion of the Defects Liability

Period 2. PROJECT DESCRIPTION, OBJECTIVES AND SCOPE 2.1. Project Description 2.1.1. Existing Facilities The underground storage for natural gas in the depleted gas fields of Kuzey Marmara and Değirmenköy, owned and operated by the Owner, is located close to Silivri and is successfully operated since April 2007. The former natural gas fields of Kuzey Marmara and Değirmenköy have been used as underground gas storage. One common “Shared Facility” (hereinafter SF) is used for both gas injection and gas withdrawal. During the injection period, the gas is routed from the pipeline operated by BOTAŞ, a company in charge of natural gas transport in Turkey, through the following process units located in the SF: ‐ filtering ‐ custody transfer metering

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‐ compression. The processed gas is injected to the Kuzey Marmara and Değirmenköy reservoirs via pipelines. During the withdrawal period, the gas injected in the reservoirs is transported to the SF via pipelines. The gas is processed in four main steps: ‐ pressure adjustment ‐ conditioning (heating, separation, dehydration, HC dew point adjustment) ‐ compression (if necessary) ‐ custody transfer metering.

The processed gas is sent to the BOTAŞ pipeline. The SF is connected to the BOTAŞ pipeline through a 24” pipeline. The gas is transported to each field via 20” and 24” pipelines (Kuzey Marmara) and a 16” pipeline (Değirmenköy).

Currently an extension project of the Değirmenköy gathering point (Phase 2) is on-going to install all required gas processing and custody metering equipment for separate withdrawal operation from the Değirmenköy field independently from SF process resources but controlled by the SF. For this Değirmenköy Extension Project the detailed engineering design has been finished and construction will take place in 2013. 2.1.2. Planned Extension (Phase 3) Due to Turkey’s need for more gas storage capacity and recently discovered additional working gas capacity in the Kuzey Marmara reservoir, the Owner has decided to increase the injection and withdrawal capacities (Phase 3) by: ‐ installing a New Surface Plant with injection rate of 25 MMSm3/d and withdrawal

rate of 50 MMSm3/d (except for pre-heater) (in the scope of the Services requested to the Engineer)

‐ installing two off-shore platforms with 18 new wells (not in the scope of the Engineer's Services)

‐ installing new pipeline(s) from Kuzey Marmara to New Surface Plant (not in the scope of the Engineer's Services)

‐ installing new pipeline(s) connected to 36” BOTAŞ pipeline (not in the scope of the Engineer's Services)

‐ integration of the existing SF to the New Surface Plant (in the scope of the Services requested to the Engineer).

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For gas injection, the following equipment will be installed in the New Surface Plant: ‐ inlet filters. ‐ custody transfer metering system. ‐ gas turbine – compressor packages (including suction scrubbers).

For gas withdrawal, the following equipment will be installed in the New Surface Plant:

‐ slug catchers ‐ pre-heater (only for cold start-up); the maximum capacity will be 10 MMSm3/d ‐ pressure adjustment units ‐ gas coolers ‐ separators ‐ .high pressure separators ‐ adsorption based dew pointing packages, if applicable ‐ gas turbine – compressor packages (including suction scrubbers) ‐ custody transfer metering system.

2.2. Objectives of Sub-Phase 1 Services

The objectives of the Conceptual Study and of the Detailed Feasibility Study are the following:

a. design the New Surface Plant in order to the meet the required performances and optimize the CAPEX and OPEX, taking into account the best available technologies, the applicable Owner’s standards and the applicable local regulation; as far as practicable selected equipment and materials shall be the same as for the exiting SF in order to minimize Owner’s training and maintenance costs

b. provide a documentation package, comprising design documentation and Tender Documentation, suitable for an Invitation to Tender for an Engineering, Procurement and Construction Lump Sum Turnkey (EPC LSTK) Contract for the construction of the New Surface Plant;

c. manage successfully the key interfaces, in particular between:

- the Engineer and the Owner as a client - the Engineer and the Owner as responsible of the reservoir engineering

studies (already completed)

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- the Engineer and the Owner as responsible of the EIA (already completed)

- the Engineer and the Owner as coordinator of the concurrent engineering studies (pipeline engineering, offshore platform engineering, environmental engineering)

- the Engineer and its Sub-Consultants, if any;

d. deliver the Services to the Owner in a timely manner and without cost overrun for the Owner.

2.3. Sub-Phase 1 Studies Scope of Work 2.3.1. Studies Battery Limit The offshore and onshore pipelines between the platforms and the New Surface Plant are not in the scope of the Services. They will be designed by the Engineering Company in charge of platforms and offshore pipelines basic engineering. However the Engineer shall check this design and the corresponding calculations. The pipelines will be laid in two sections:

- the first section between the platforms and the shore line will be installed by the Platform Contractor

- the second section from shore to the New Surface Plant will be installed by the EPC Contractor.

The scope of the Services does not include:

- engineering of the drilling, completion, and testing of the injection/production wells, and

- well and reservoir studies. 2.3.2. Basis of Design 2.3.2.1. Gas composition The gas composition of the injected gas will be a mixture of imported Russian gas and LNG supplied from Algeria or Nigeria, depending on the actual mixture ratio existing in the 36” BOTAS pipeline. The composition of the gas withdrawn from the Kuzey Marmara reservoir is a mixture of injected gas and native reservoir gas.

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The New Surface Plant will be designed based on a mixture of 25% native gas and 75% injected gas. Gas compositions are given in Appendix 1 of this document. 2.3.2.1. Storage data Data given hereunder are informative and may be updated by the Owner before the Engineer contract award. All natural gas volumes given hereunder are expressed in the standard conditions 1,01325 bara and 15,56°C. Kuzey Marmara reservoir Maximum reservoir pressure: 137,9 barg Maximum static wellhead pressure: 126,2 barg Minimum reservoir pressure: 82,7 barg Minimum static wellhead pressure: 75,9 barg Storage gas volume, new: 5,672 BSm3 Cushion gas volume, new: 1,972 BSm3 Working gas volume, new: 3,700 BSm3 Reservoir temperature: 68,3°C Number of existing wells: 6 onshore wells Number of new wells: approximately 18 new offshore wells Injection phase Maximum dynamic wellhead pressure. 137,9 barg Minimum dynamic wellhead pressure: 96,5 barg Maximum total flow rate: 1.041.667 Sm³/h Minimum total flow rate: 208.333 Sm³/h Withdrawal phase Maximum wellhead flow pressure: 110,3 barg Minimum wellhead flow pressure: 44,8 barg Maximum flow rate: 2,083,333 Sm³/h Minimum flow rate: 645.833 Sm³/h

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Wellhead flow temperature, max/min: 59 / 37°C Condensate production rate: to be supplied later BOTAŞ connecting pipeline Operation pressure, min/max: 50 / 75 barg Operation temperature, min/max: 5 / 23°C Design pressure: 84 barg Design temperature: 50 °C Distance between BOTAŞ pipeline tie-in and New Plant: approximately 4,6 km Pipeline gas specifications Hydrocarbon dew point: 0°C at 67,5 barg and below Water dew point: -8°C at 69 barg Other available information The information available for the performance of the Services, which will be provided by the Owner at the start of the Services, is listed in Appendix 2 of this document. If the review by the Engineer of the available data indicates that certain specific site surveys and/or laboratory test are needed, such surveys and/or tests will be planned and performed at Engineer’s expense and within the scope and time frame of the Services. 2.3.3. Studies Purpose and Deliverables 2.3.3.1 Conceptual Study Before initiating the Detailed Feasibility Study the Engineer shall prepare a Conceptual Study. The purpose of the Conceptual Study shall be:

- to verify, complete and fix the Basis of Design data in cooperation with the Owner,

- to evaluate possible options regarding gas processing facilities, conceptual plant layout and location in cooperation with the Owner and fix the basic process design that has to be developed during the preparation of the Detailed Feasibility Study,

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- to define, verify and fix the interactions and connections with the existing SF in cooperation with the Owner,

- to create a sound design basis for the development of the Detailed Feasibility Study in cooperation with the Owner.

The deliverables to be provided by Engineer for this Conceptual Study are detailed in the Appendix 3 of this document. 2.3.3.2 Detailed Feasibility Study After the Conceptual Study has been approved by the Owner, the Engineer shall carry out the Detailed Feasibility Study. The purpose of the Detailed Feasibility Study shall be:

- to develop, specify and fix the facility design based on the basic process design, gas processing facilities, conceptual plant layout and location given in the Conceptual Study,

- to define, verify and fix the interactions and connections with the existing SF in cooperation with the Owner,

- to develop a sound basis for the EPC Tender Documentation in cooperation with the Owner that shall be suitable for potential tenderers to prepare adequate and comparable Tenders.

The deliverables to be provided by Engineer for this Detailed Feasibility Study are detailed in the Appendix 4 of this document. 2.3.3.3 EPC Tender Documentation After the Detailed Feasibility Study has been approved by the Owner, the Engineer shall develop the EPC Tender Documentation. The purpose of the EPC Tender Documentation shall be to:

- provide sound information regarding the facilities functionality, design, installations and equipment required and expected by the Owner,

- allow the Tenderers to reliably estimate equipment, material and construction costs and their engineering expenses,

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- allow the EPC Contractor to perform the detailed design, procurement,

construction, commissioning, start-up, initial operation and performance tests of the New Surface Plant complying with the Owner’s Requirements, and without EPC contract price variation and/or time extension,

The Tender Documentation, including documentation from the Detailed Feasibility Study, shall be sufficiently detailed to provide the bidders with a proper description of what the EPC Contractor will have to do. The objective is that the Owner gets EPC tenders that will be technically comparable, in terms of facilities to supply and in terms of the services and works to perform.

The deliverables for the EPC Tender Documentation to be provided by the Engineer are detailed in the Appendix 5 of this document.

2.4. Project Deadlines for Sub-Phase 1 Services The work is to commence within 2 (two) weeks after the contract is signed and approved.

The duration for the completion of Sub-Phase-1 of the Work shall not exceed 9 (month) months.

2.5. Assistance to the Owner during EPC Contract Tendering and Performance (Sub-Phase 2)

Upon Owner’s request, the Engineering shall assist the Owner in the Tendering phase:

− the Invitation to Tender for the EPC Contract − the evaluation of the Tenders received for the EPC Contract − a recommendation to the Owner for the selection of the EPC Contractor − support for the EPC Contract negotiation until execution of the Contract

The Owner shall also request assistance services during the performance of the EPC Contract, such as:

− management of the EPC Contract, up to the completion of the Defects Liability Period; these services include for instance the review of Contractor’s management plans and procedures, the evaluation of Payment Certificates, time schedule analysis, Contractor’s claims analysis

− review of detailed design and engineering documents to check their compliance with Owner’s requirements

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− on-site supervision, with head office support, of Contractor’s construction and precommissioning works

− on-site supervision, with head office support, of Contractor’s commissioning and start-up works

− on-site supervision, with head office support, of performance tests performed by the Contractor

− follow-up of Contractor’s repair and replacement works during the Defects Liability Period.

2.6. Sub-Phase 2 Time Schedule It is planned that the Sub-Phase 2 will start in 2014 with the EPC Invitation to Tender, and will be completed by the end of 2019, upon completion of the Defects Liability Period. 3. CONTRACT BASIS 3.1. Project name The name of this Project is:

TPAO KUZEY MARMARA EXTENSION PROJECT (PHASE 3) NEW SURFACE PLANT

3.2. Language Contractual and technical documentation will be in English. 3.3. Intellectual Rights and Confidentiality The Engineer shall protect Owner's rights to proprietary information, patent and copyrights which may result from the Services

Confidentiality of information and data related to the Services will be maintained unless written approval is obtained for release from the Owner.

4. HEALTH, SAFETY AND ENVIRONMENT The Engineer shall carry out a HAZOP (Hazard and Operability) Study. The Engineer shall also make sure that the requirements from the Environmental Impact Assessment performed by the Owner are taken into account in its design.

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5. QUALITY ASSURANCE The Engineer's Quality Management System will be certified to ISO 9001:2008. The Engineer shall maintain this certification throughout the period of its appointment. The Engineer shall make sure that similar certifications are held by its proposed Sub-consultant(s), if any. The Engineer shall submit to Owner’s approval, at the start of the Services, a specific Project Quality Plan. The Engineer shall update and maintain this Quality Plan throughout the performance of the Services. The Engineer shall carry out two design reviews. The first one will aim at validating the design input data for the Conceptual Study, the second one at validating the design output data from the Detailed Feasibility Study. 6. PERSONNEL 6.1. Engineer Project Organisation

The Engineer’s personnel involved in the Project shall include the following key staff:

- a project manager

- a deputy project manager, who will replace the Project Manager in his absence

- a lead process engineer

- a lead safety engineer

- a lead civil engineer

- a lead mechanical and piping engineering

- a lead electrical engineer

- a lead instrumentation and control engineer.

The remaining Engineer’s staff shall comprise surface engineering specialists, including for corrosion, project control, drafting and clerical support.

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6.2. Personnel Qualification Engineer’s staff assigned to the performance of the Services, as well as Engineer’s sub-consultant(s) staff if any, shall be suitably qualified and experienced in its discipline. 7. COORDINATION BETWEEN THE OWNER AND THE ENGINEER 7.1. General The performance of the Services will require involve a close cooperation between the Engineer and the Owner. At the start of the Services, the Engineer shall submit to Owner’s approval a procedure for coordination between the Owner and the Engineer. The Engineer will maintain continuous liaison with Owner’s project management, particularly in addressing those problems which may cause delays in the Services. From time to time, the Owner may assign engineers to work in Engineer’s office, at Owner’s expense. 7.2. Reporting The Engineer shall issue by the second half of each month a monthly progress report to the Owner. The contents of this report shall include:

1. Executive summary 2. Progress (actual progress against planned progress) 3. Activities completed in the month 4. Areas of concern 5. Activities for next month 6. Interfaces with other concurrent studies

7.3. Meetings 7.3.1. Kick-off meeting At the start of the Services, the Engineer will organize and manage a kick-off meeting at the Owner’s offices

The Engineer’s Project Manager, Deputy Project Manager and Head of Process will attend this meeting. The agenda will include the review and agreement of the following:

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- Scope of Works;

- organisation of the Services: key contacts, reporting lines and meeting schedules, team alignment, addressing specific roles and responsibilities;

- Services detailed time schedule

- work scopes key interfacing requirements;

- EPC contract model;

- quality management: Project procedures, documentation requirements, applicable Owner’s specifications/standards, if any.

7.3.2. Intermediate Meetings The Engineer and the Owner will hold two meetings in Owner’s offices, at Engineer’s cost, between the end of the Conceptual Study and the presentation of the final Detailed Feasibility Study. The purpose of these meetings will be to follow-up the studies and solve the pending issues, if any, with the Owner The Engineer shall produce the minutes of these meetings and issue draft minutes to the Owner for its review and approval prior to the final issue. 7.3.3. Final Documentation The Engineer shall send to the Owner an electronic copy in PDF format of the draft final report of the Conceptual Study. At the soonest five working days after the draft final report has been issued, the Engineer’s project manager and head of process will present it to the Owner at Owner’s offices in Ankara. The final report will take into account the comments from the Owner gathered during this meeting. It will be sent to the Owner as an electronic copy in PDF format and three paper copies. The Engineer shall send to the Owner an electronic copy in PDF format of the draft final report of the Detailed Feasibility Study and the draft EPC Tender Documentation. At the soonest five working days after these documents have been issued, the Engineer will present them to the Owner at Owner’s offices in Ankara.

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The final report of the Detailed Feasibility Study and the final EPC Tender Documentation will take into account the comments from the Owner gathered during this meeting. The final report for the Detailed Feasibility Study will be sent to the Owner as an electronic copy in PDF format and in the original format (AutoCAD, Microsoft Office, etc.) and three paper copies. The final report for the EPC Tender Documentation will be sent to the Owner as an electronic copy in Word format and three paper copies.

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APPENDIX 1

NATIVE AND INJECTED GAS COMPOSITIONS

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The New Surface Plant will be designed for a mixture of 25% of native gas and 75% of injected gas. The gas compositions are the following:

Mole Fraction Reservoir Gas Injected Gas%25 Reservoir Gas

+ %75 Injected Gas

METHANE 92,2141 96,7551 95,6199 ETHANE 2,2148 1,6790 1,8130 PROPANE 0,8580 0,4690 0,5663 I-BUTANE 0,1995 0,0600 0,0949 N-BUTANE 0,2594 0,0690 0,1166 I-PENTAN 0,0998 0,0100 0,0325 N-PENTAN 0,0698 0,0150 0,0287 2,2-Dimethylbutane 0,0008 0,0000 0,0002 2,3-Dimethylbutane 0,0009 0,0000 0,0002 Cyclopentane 0,0131 0,0000 0,0033 2-Methylpentane 0,0325 0,0000 0,0081 3-Methylpentane 0,0251 0,0000 0,0063 N-HEXANE 0,0783 0,0100 0,0271 Methylcyclopentane 0,0540 0,0000 0,0135 2,2-Dimethylpentane 0,0200 0,0000 0,0050 BENZENE 0,0156 0,0000 0,0039 2,3-Dimethylpentane 0,0105 0,0000 0,0026 2,4-Dimethylpentane 0,0061 0,0000 0,0015 Cyclohexane 0,0256 0,0000 0,0064 3,3-Dimethylpentane 0,0056 0,0000 0,0014 2-Methylhexane 0,0160 0,0000 0,0040 3-Methylhexane 0,0210 0,0000 0,0053 1,3-Dimethylcyclopentane 0,0053 0,0000 0,0013 N-HEPTAN 0,0619 0,0060 0,0200 1,2-Dimethylcyclopentane (cis) 0,0185 0,0000 0,0046 Methylcyclohexane 0,0165 0,0000 0,0041 Ethlycyclopentane 0,0096 0,0000 0,0024 TOLUENE 0,0397 0,0000 0,0099 N-OCTANE 0,0348 0,0036 0,0114 O-XYLENE 0,0112 0,0000 0,0028 N-NONANE 0,0201 0,0022 0,0067 N-DECANE 0,0066 0,0013 0,0026 N-C11 (Undecane) 0,0030 0,0008 0,0014 N-C12 (Dodecane) 0,0004 0,0000 0,0001 N-C13 (Tridecane) 0,0001 0,0000 0,0000 N-C14 (Tetradecane) 0,0000 0,0000 0,0000 N-C15 (Pentadecane) 0,0000 0,0000 0,0000 CO2 (Carbon dioxide) 1,2171 0,0860 0,3688 N2 (Nitrogen) 2,3145 0,8330 1,2034

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APPENDIX 2

AVAILABLE DOCUMENTS

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The Owner shall provide the Engineer with the following:

- a preliminary plot plan showing the limits of the New Surface Plant

- available topographic data

- relevant information on material and equipment installed in the existing SF, in order for the Engineer to homogenise with the future New Surface Plant, thus optimizing Owner’s training and maintenance cost

During the execution of the Studies, and after agreement on the final location for the New Surface Plant, the required geotechnical and/or soil corrosion surveys will be provided by the Engineer at its expense.

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APPENDIX 3

DELIVERABLES FOR THE CONCEPTUAL STUDY

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The planned deliverables list for the Conceptual Study is the following:

Process engineering

Reports, specifications and lists Observations Basic design data & philosophy

Basic products characteristics Natural gas, withdrawal and injection

Basic process description

Basic gas processing units selection report

Calculation notes Observations Material and heat mass balance For main design case(s)

Hydraulic sizing calculation of process fluids circuits

Drawings Observations Process flow diagrams

Utility block diagrams

Main process P&ID's First draft

Main utilities P&ID's First draft

Rotating equipment engineering

Reports, specifications and lists Observations

Gas compressor selection report

Piping and plant engineering

Reports, specifications and lists Observations General design basis for piping

Piping classes Includes specification of piping material

Drawings Observations Surface facilities plot plan Subject to a design review

Electrical

Reports, specifications and lists Observations

Energy supply philosophy

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APPENDIX 4

DELIVERABLES FOR THE DETAILED FEASIBILITY STUDY

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The planned deliverables list for the Detailed Feasibility Study is the following:

General

− CAPEX estimate, Class 3 according to AACE RP 18R-97 International Recommended Practice- Cost estimate classification system

− EPC Contract time schedule

Process engineering

Reports, specifications and lists Observations Basis of Design Including gas compositions

Equipment list

Description of the process

Process control objectives

Process cause and effect diagrams Main process

Specification for hydrate inhibition package unit

Specification of package units According to proposed procurement breakdown : compression units, dehydration units, etc.

Scope of Work for EPC phase

Calculation notes Observations Material and heat mass balances For all design cases, process simulation

Utilities consumption

Hydraulic sizing calculation of main process piping

Data sheets Observations Data sheets for separators

Data sheets for inlet filters

Data sheets for dew point packages Adsorption based

Data sheets for storage tanks

Data sheets for heaters or boilers

Data sheets for heat exchangers

Data sheets for gas compressors

Data sheets for air compressors

Data sheets for pumps

Data sheets for air coolers May be included in compression package

Drawings Observations Process flow diagrams gas plant

Utility PFD’s

Overview P&ID

Detailed process P&ID's

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Safety engineering

Reports, specifications and lists Observations

Safety guidelines

Emergency shutdown philosophy

Pressure-control philosophy

Fire and gas detection philosophy

Fire fighting philosophy

Noise impact preliminary study

HAZOP study report

Risk Assessment Study Similar to that performed for the existing SF

Specification for safety equipment Main fire detection and fire fighting equipment

Scope of Work for EPC phase

Calculation notes Observations

Preliminary calculation of firewater requirement

Data sheets Observations

Products Material Safety Data Sheets Natural gas, utilities and chemicals

Drawings Observations

Preliminary pressure safeguarding diagrams

Safety cause and effect diagrams

Preliminary layouts for hazardous areas classification

Firewater Block diagram

Firewater and safety equipment layout

Structure engineering

Reports, specifications and lists Observations

Specification for structural steel

Scope of Work for EPC phase

Calculation notes Observations

Preliminary note for calculations of structures Taking into account estimated loads and site conditions (earthquakes, wind, etc.)

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Civil engineering

Reports, specifications and lists Observations

Specification for geotechnical and soil surveys For surveys, see Appendix 2

Specification of earthworks For surveys, see Appendix 2

Specification of fencing and gates

Specification for internal access roads and ways

Scope of Work for EPC phase

Calculation notes Observations

Preliminary calculation for storm water network

Drawings Observations

Preliminary roads layouts and sections

Preliminary sewage and drainage systems layouts and sections

Preliminary paving sections and details

Piping and cables road crossings typical

Anchoring typical

Architecture and buildings engineering

Reports, specifications and lists Observations Specification for HVAC For each building

Specification of foundations For surveys, see Appendix 2

Buildings description and functional specification

Room book

Scope of Work for EPC phase

Calculation notes Observations Buildings structural dimensioning

Drawings Observations Preliminary foundations layouts and sections

Buildings general arrangement layouts

Technical rooms general arrangement layouts

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Vessels and heat exchangers engineering

Reports, specifications and lists Observations Specification for inlet filters

Specification for heaters

Scope of Work for EPC phase

Data sheets Observations Data sheets for separators

Data sheet for pig traps

Data sheets for inlet filters

Data sheets for dew point packages Adsorption based

Data sheets for storage tanks

Data sheet for heaters

Data sheets for heat exchangers

Rotating equipment engineering

Reports, specifications and lists Observations

Specification for gas compressors

Specification for air compressors

Scope of Work for EPC phase

Data sheets Observations

Data sheets for gas compressors

Data sheets for pumps

Data sheets for air coolers

Pipelines

Reports, specifications and lists Observations Review reports on design of the pipelines between the platform and the New Surface Plant made by others

Two-phase flow study for the pipelines mentioned above

Scope of Work for the onshore part of the pipelines between the platform and the New Surface Plant

This onshore part will be installed by the New Surface Pant EPC Contractor

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Piping and plant engineering

Reports, specifications and lists Observations General design basis for plot plans

General design basis for piping

Pipe supports design criteria

Piping classes Includes specification of piping material

Piping list

Valves list

Preliminary MTO for process piping material

Scope of Work for EPC phase (piping)

Data sheets Observations Data sheet for emergency shutdown valves

Data sheet for blow-down valves

Data sheet for pressure safety valves

Data sheet for ball valves

Data sheet for control valves

Drawings Observations Surface facilities plot plan Subject to a design review

Temporary facilities general layouts 1/100 or 1/200 scale

Surface facilities general layouts and elevations 1/100 or 1/200 scale

Typical standards for supports

Protection against corrosion engineering

Reports, specifications and lists Observations

Specification for cathodic protection system For surface facilities and pipeline.

Specification for corrosion inhibition system If applicable

Specification for corrosion probes and coupons If applicable

Specification for soil resistivity surveys For surveys, see Appendix 2

Scope of Work for EPC phase

Calculation notes Observations

Preliminary calculation of rectifiers and anodes

Drawings Observations

Anodes layout

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Electrical engineering

Reports, specifications and lists Observations

Energy supply philosophy

Earthing and grounding philosophy

Electrical requirements for package units

Short-circuit preliminary study

Design note on protection against lightning

Specification for HV switchgears

Specification for LV switchgears

Specification for emergency generator

Specification for transformers

Specification for UPS

Specification of electrical cables

Electrical load list

Electrical equipment list

Scope of Work for EPC phase

Calculation notes Observations

Electrical cables preliminary calculation note

Lighting preliminary calculation note

Data sheets Observations

Data sheets for HV switchgears

Data sheets for LV switchgears

Data sheets for emergency generator

Data sheets for transformers

Data sheets for UPS

Data sheets for batteries/rectifiers

Data sheets for electrical actuators

Drawings Observations

Single line diagrams

Typical electrical installation standards

Typical electrical/instrumentation interface diagrams

Main electrical cables routes

Preliminary plant lighting layout

Electrical rooms arrangement layouts

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Instrumentation and control

Reports, specifications and lists Observations Process control philosophy

Instrumentation requirements for package units

Specification for DCS No need to include at this stage an extension of existing SCADA for data transmission between TPAO and BOTAŞ

Specification for ESD system

Specification for fire and gas detection system

Specification for analysers

Specification for metering units

Spec telecommunication systems

Spec CCTV

Specification for instrument cables

Preliminary instruments list

Alarms list with settings

Scope of Work for EPC phase

Calculation notes Observations Preliminary calculation of the Safety Integrity Levels for typical loops included in the Safety Instrumented System

According to IEC 61508 / 61511 standards

Data sheets Observations Instrument data sheets for local electronic flow measurement instruments

Instrument data sheets for local electronic level instruments

Instrument data sheets for local electronic pressure instruments

Instrument data sheets for local electronic temperature instruments

Instrument data sheets for analysers and metering system

Instrument data sheets for pneumatic actuators

Drawings Observations Typical instrument installation standard

General process and safety systems architecture

DCS and SCADA detailed architecture

ESD system detailed architecture

Preliminary instrument and control rooms arrangement layouts

Main instrument cables routes

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APPENDIX 5

DELIVERABLES FOR THE EPC TENDER DOCUMENTATION

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Engineering documents

Reports, specifications and lists Observations Detailed feasibility study package As given in appendix 4, without cost estimates and

review reports on the design of the pipelines which are deemed to be included in the final design

Tender Documentation

Reports, specifications and lists Observations Instruction to Tenderers

EPC Lump Sum Turnkey Contract to be negotiated with the short-listed EPC Tenderers

Form of Owner’s design endorsement to sign by the Tenderers

Owner’s requirements for EPC Contract administration procedure

EPC Contract scope of work See DFS deliverables for each discipline

Owner’s requirements for mechanical completion, commissioning and start-up

Owner’s requirements for 72-hour test and performance tests

Owner’s requirement for as-built documentation

Owner’s requirements for Manuals (Operating, Maintenance, Safety, Training)

Owner’s requirements for training

Project time schedule

Schedules of rates

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T P A O

KUZEY MARMARA EXTENSION PROJECT (PHASE 3)

NEW SURFACE PLANT

CONCEPTUAL STUDY, DETAILED FEASIBILITY STUDY AND

ASSISTANCE TO EPC CONTRACT TENDERING AND MANAGEMENT

INSTRUCTIONS TO TENDERERS

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TABLE OF CONTENTS

1.  DOCUMENT PURPOSE ................................................................................................ 3 

2.  AVAILABLE INFORMATION ......................................................................................... 3 

3.  TENDERS FORM ........................................................................................................... 3 3.1.  Tenderer Information ...................................................................................................... 3 3.2.  Personnel and Services Execution Plan ......................................................................... 4 3.3.  Contract Price ................................................................................................................. 4 3.3.1.  Lump Sum Price ............................................................................................................. 4 3.3.2.  Man-hour Rates .............................................................................................................. 5 3.3.3.  Man-hour Rates Adjustment ........................................................................................... 5 3.4.  Bid Bond ......................................................................................................................... 6 3.5.  Returning of the Bid Bond ............................................................................................... 6 3.6.  Performance Bond .......................................................................................................... 6 3.7.  Tender Signed ................................................................................................................ 6 

4.  PREPARATION AND SUBMISSION OF TENDERS ..................................................... 7 4.1.  Preparation of the Tenders ............................................................................................. 7 4.2.  Discrepancies and/or Omissions .................................................................................... 7 4.3.  Collaborative Tenders ..................................................................................................... 8 4.4.  Language ........................................................................................................................ 8 4.5.  Tender Validity ................................................................................................................ 8 4.6.  Tender Due Date ............................................................................................................ 8 4.7.  Tender Submission ......................................................................................................... 8 4.8.  Evaluation of the Tenders ............................................................................................... 9 4.9.  Award of the Contract ................................................................................................... 11 4.10.  Notification to the Tenderer with the second highest points ......................................... 11 4.11.  Unsuccessful Tenderers ............................................................................................... 12 4.12.  Confidentiality of the Tenders ....................................................................................... 12 4.13.  Assistance and Conveniences ...................................................................................... 12 

5.  GOVERNING LAW AND SETTLEMENT OF DISPUTES ............................................ 12 

LIST OF APPENDICES

1. Firm experience form 2. Personnel CV form 3. Organisation form

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1. DOCUMENT PURPOSE Türkiye Petrolleri Anonim Ortaklığı or "TPAO", (herein after “the Owner”), plans to extend the capacity of its Kuzey Marmara Underground Gas Storage in depleted field, located in Thrace, Turkey (Phase 3 Project). This document specifies the Instructions to the Tenderers for the preparation of the Tenders for the Conceptual Study, the Detailed Feasibility Study and EPC Tender Documentation, the assistance to the EPC contract tendering and the assistance to the EPC contract management of the New Surface Plant (the Services). Sub-Phase 1 of Phase 3 will consist in elaborating: ‐ the Conceptual Study, ‐ the Detailed Feasibility Study and ‐ the Tender Documentation for a lump sum turnkey EPC contract

Sub-Phase 2 of Phase 3 will consist in on request assistance to the Owner for:

− the Invitation to Tender for the EPC Contract − the evaluation of the Tenders received for the EPC Contract − a recommendation to the Owner for the selection of the EPC Contractor − support for the EPC Contract negotiation and − management of the EPC Contract, up to the completion of the Defects Liability

Period The Tenderers agree that the successful Tenderer and its affiliates shall not be allowed to bid for the EPC contract for the New Surface Plant, whether alone, or as a partner in a Joint Venture, or as a sub-consultant of the EPC Contractor. At the end of the Sub-Phase1 the Owner reserves to terminate the contract and get the Sub-Phase 2 services from another company, under a separate contract. 2. AVAILABLE INFORMATION The Tenderer agrees that it has carefully reviewed all available information in this Tender documentation, and that if awarded the Contract it cannot claim any right for the lack of any other data that it deems would be required for the performance of the Services. 3. TENDERS FORM 3.1. Tenderer Information The Tenderer shall include the following information in its Tender to reflect Tenderer’s experience in the last ten years, with a contract value of more than 250.000,00 EUR, experience meaning study or project completed at the date of submission of the Tender:

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3.1.1. Experience of Tenderer in international projects 3.1.2. Experience of Tenderer in design and engineering of natural gas processing

and compression facilities 3.1.3. Experience of Tenderer in design and engineering of surface facilities for

underground gas storage For the above mentioned experience, project place, client, professional staff provided, manpower, scope of the services, value of the services, start date and completion date shall be provided (Form-1). In case the Tenderer is a partnership or a joint venture, information regarding all partners of the partnership or the joint venture shall be provided separately, with the same breakdown as listed above. 3.2. Personnel and Services Execution Plan The following information shall be included in the Tenders: 3.2.1 The CV's (including professional background, present position, past

experience, publications and last assignments) of technical personnel who would be assigned to the Services (Form-2);

3.2.2. Outside consultants or subcontractors proposed to participate in the assignment, including their qualifications;

3.2.3. Team composition and task assignments of the proposed Project Manager, and of Tenderer’s key staff which would be assigned to the Services (Form-3);

3.2.4. General Services execution plan for the assignment to be carried out; 3.2.5. Detailed bar chart type schedule for the Conceptual Study, the Detailed

Feasibility Study and EPC Tender Documentation; 3.2.6. An estimate of man-hours breakdown for the Conceptual Study, the Detailed

Feasibility Study and EPC Tender Documentation. 3.3. Contract Price 3.3.1. Lump Sum Price The Tenderers shall propose a fixed and non-revisable lump-sum price in EUR for the Services related to the Conceptual Study and the Detailed Feasibility Study including the EPC Tender Documentation, as described in the Scope of Services.

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3.3.2. Man-hour Rates The Tenderer shall propose Man-hour Rates for additional Services which may be requested by the Owner during the performance of the Conceptual and Detailed Feasibility Studies. These Man-hour Rates shall also apply to the Services performed, at Owner’s request, during the EPC tendering phase and during the performance of the EPC contract. The following schedule of Man-hour Rates shall be proposed by the Tenderer, in EUR/h:

Qualification Head Office Outside

Head Office Project Manager Deputy Project Manager Expert (≥ 20 years’ experience) Lead Engineer (≥ 15 years’ experience) Senior Engineer (≥ 8 years’ experience) Confirmed Engineer (≥ 3 years’ experience) Technician and draughtsman Clerical

The following remarks apply to the Man-hour Rates of the above table: − the Man-hour Rates are net, without any taxes and duties, − the Man-hour Rates include all additional local costs (local traveling expenses,

overnight costs, daily allowances), − traveling time for business trips will be charged as working time, − any tickets for travels outside head office and back will be reimbursed at cost by the

Owner upon remittance of invoice, − all Man-hour Rates are valid until one year after the effective date of the Contract.

3.3.3. Man-hour Rates Adjustment One year after the effective date of the Contract, the Man-hour Rates shall be adjusted for rises or falls in the cost of labour, by addition or deduction determined by an adjustment formula agreed between the Owner and the successful Tenderer. The Tenderer shall include the formula that it proposes for the adjustment of the Man- hours Rates in its Tender. The adjustment multiplier calculated from the agreed adjustment formula and from the actual value of the indexes referred to in the formula, shall be applied with a period of one year.

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The same procedure shall then apply each year for Man-hour Rates adjustment, until the completion of the Services. However, the annual adjustment for the rises of Man-hour Rates shall be capped at a maximum of 4%. Together with its calculation of the adjustment multiplier the successful Tenderer shall provide the Owner with a copy of the official indexes taken into account. The Man-hour Rates shall be deemed to have included amounts to cover the contingency of other rises and falls in costs. 3.4. Bid Bond The bid bond shall be submitted through and by a Turkish Bank. The validity of the bid bond will be six (6) months from the due date of the proposal. The Guarantor Bank shall irrevocably and unconditionally guarantee the sum of 30.000,00 (thirty thousand) EUR in favor of the Owner. The sum shall be payable by the Guarantor Bank immediately on first demand by the Owner without proof or conditions notwithstanding any constitution or protest by the Tenderer or any other third party. 3.5. Returning of the Bid Bond The bid bonds of the unsuccessful Tenderers shall be returned to their banks within 4 (four) weeks after the tender is awarded.

The bid bond of the successful Tenderer, however, shall be released upon having received his performance bond. 3.6. Performance Bond The successful Tenderer shall submit a Performance Bond equal to ten (10%) of the lump-sum price for the Conceptual Study and the Detailed Feasibility Study including the EPC Tender Documentation, to be cashed in case that it fails to perform the Services according to the Contract requirements. 3.7. Tender Signed All pages of the Tender shall be signed and sealed. Instructions to Tenderers, Scope of Services and the Contract shall also be signed, sealed and included in the Tender.

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4. PREPARATION AND SUBMISSION OF TENDERS 4.1. Preparation of the Tenders 4.1.1. The Tender shall be prepared by and at the expense of the Tenderer. 4.1.2. It is Tenderer’s sole responsibility to submit a Tender which is fully in compliance with this Tender documentation and to fully and clearly explain and define, within its Tender, all aspects of its Tender, including any alternative that it may propose. The Owner shall not be responsible for any errors, omissions or lack of definition on the part of Tenderer in preparing its Tender, or the results thereof. Tenders which are partial, incomplete or not in strict conformity with these Instructions to Tenderers may be rejected at Owner’s sole discretion.

4.1.3. Any method or means of performing the Services stated by the Tenderer in its Tender shall contain a waiver by Tenderer of any claim against the Owner, as to methods, designs or ideas contained therein. 4.1.4. When compiling its Tender, the Tenderer shall remain solely responsible for the interpretation and use of the documents, data, records and reports provided with this Tender documentation. The Owner shall not be responsible for any additional costs that the Tenderer may incur during the performance of the Services due to any misinterpretation or misuse. 4.1.5. It is Tenderer’s sole responsibility to ensure that all its prices are clear, unambiguous and in compliance with the pricing structure contained in this Tender documentation. The Tenderer is cautioned and understands that where its financial Tender is ambiguous or not clearly defined, the Tender as submitted will be evaluated on a "worst case" basis from the Tenderer's point of view. 4.1.6. The Tenderer shall treat all information contained in this Tender documentation as strictly confidential and only reveal the same to third parties to the extent necessary for preparation of its Tender. 4.2. Discrepancies and/or Omissions Should the Tenderer find discrepancies in, or omissions from the Tender documents; should the intent or meaning appear unclear; or should any question arise, relating to said

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documents, the Tenderer shall request in writing clarification from the Owner. Written replies will be issued by the Owner simultaneously to all Tenderers. Tenderers may request a clarification of any of the Tender documents up to 10 days before the Tender Due Date. 4.3. Collaborative Tenders The Tenders submitted by a partnership or a joint venture shall list the full names and addresses of all partners or joint-venturers, and the place of incorporation shall be stated at the indicated place in the Tender Letter to which a corporation is a party as a signatory. As part of its submission, the Tenderer shall provide a copy of the Joint Venture Agreement (or pro-forma Agreement when such Agreement does not exist yet). Such Agreement shall indicate as a minimum: − the management control structure, − the scope, role and responsibility for each party to the Agreement.

4.4. Language The Tender and all supporting documentation shall be in the English language. 4.5. Tender Validity The Tender shall remain valid during for six (6) months from the Tender Due Date 4.6. Tender Due Date Tender must be received by the Owner at the latest on July 10, 2013 no later than 14:00h. The Owner shall not consider any Tender that arrives after the deadline for submission of Tenders. Any Tender received by the Owner after the deadline for submission of Tenders shall be declared late, rejected, and returned unopened to the Tenderer. 4.7. Tender Submission 4.7.1. The Tender shall be prepared in triplicate, one version being marked "original" and the other two marked "copy". Only the "original" shall contain information on Man-hour Rates and lump sum price. 4.7.2. The "original" shall be submitted in a separate sealed envelope, and shall be clearly marked as "original". The two "copies" shall be in a different sealed envelope and shall be marked as "copies". The envelopes containing the original and the copies shall be submitted in a single sealed package.

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4.7.3. The original copy of the Bid Bond shall also be presented in a separate envelope. This envelope shall be clearly marked as “Bid Bond”. 4.7.4. The sealed packages shall be addressed as follows:

Tenderer’s name and address TENDER FOR NEW SURFACE PLANT CONCEPTUAL AND DETAILED FEASIBILITY STUDIES, ASSISTANCE TO EPC CONTRACT TENDERING AND MANAGEMENT KUZEY MARMARA EXTENSION PROJECT (PHASE 3) To the attention of: URETIM DAIRE BASKANLIGI TPAO Sogutozu Mahallesi 2180. Cadde No: 86 Ankara 06100 TURKEY

Owner’s correspondence address for this Invitation to Tender will be: Attn: Ali TİREK

Director of Production Department TPAO Üretim Daire Başkanlığı Sogutozu Mahallesi 2180. Cadde No: 86

Ankara 06100 TURKEY Fax : 90 312 286 90 17 E-mail : [email protected]

4.8. Evaluation of the Tenders 4.8.1. The envelopes will be opened in the presence of the Tenderers in the order they are received. The Owner will first check the bid bonds. The Owner will then open the "copies". If the “copies” are submitted with the price, the Tender shall be rejected. The session will be closed after the opening of the “copies”. 4.8.2. The technical committee will evaluate the Tenders. 4.8.3. The Owner shall have the right to request any or all Tenderers to explain, detail or clarify their Tenders without the Owner incurring any obligation whatsoever.

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4.8.4. The criteria for evaluating the Technical Tenders are weighted as follows: Item Point Experience of company in international projects 15 Experience of company in design and engineering of natural gas processing and compression facilities

15

Experience of company in design and engineering of surface facilities for underground gas storage

20

Team composition and task assignments 30 Proposed Services execution plan 10 Detailed bar chart type schedule 5 Estimated man-hours breakdown for Sub-Phase 1 5 Total 100 For calculating the technical score (TS) the individual scores, as per respective weightages, for each of the seven parameters mentioned above will be summed up. In order to qualify technically, a Technical Tender must secure a minimum of 70 after summing up. Only those Technical Tenders which have a minimum score of 70 will be considered for further evaluation. The technical scores from the technical evaluation will be used for the final evaluation. 4.8.5. If the Tender is evaluated to be technically viable and the Tenderer is found fully qualified to perform the Services, the "original" containing the price information will be opened for commercial evaluation in the presence of the Tenderers. 4.8.6. Financal aspect (offer) will be comprised of the sum of Sub-Phase 1 and Sub-Phase 2 amounts. Sub-Phase 1 shall be taken into consideration as lump-sum price (F1). To constitute the Sub-Phase 2 price (F2), the table under with estimated man-hour breakdown shall be used. The Owner will calculate the Sub-Phase 2 price by using the Man-hour Rates given by Tenderers.

Qualification Head Office Outside

Head Office Project Manager 2000 2500 Deputy Project Manager 200 300 Expert (≥ 20 years’ experience) 2000 2500 Lead Engineer (≥ 15 years’ experience) 2000 2500 Senior Engineer (≥ 8 years’ experience) 1000 500 Confirmed Engineer (≥ 3 years’ experience) 1000 500 Technician and draughtsman 500 0 Clerical 2500 0

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F= F1 + F2 The maximum financial score (FS) of 100 will be given to the lowest evaluated Financial Tender (Fm). The formula for determining the financial scores (FS) of all other Tenders will be calculated as following: FS = 100 x Fm/F, in which “FS” is the financial score, “Fm” is the lowest price, and “F” the price of the Tender under consideration. 4.8.7. In order to make the tender decision, the final composite score shall be calculated as described below:

i. Technical : 70% ii. Financial : 30%

Tenderer with the highest final composite score (Composite Score = TS*0.7 + FS*0.3) will be selected as successful Tenderer. In case of a tie in the final composite score the Tenderer with the higher Technical Score will be announced as successful Tenderer. 4.9. Award of the Contract The import, export, transmission, storage, distribution and wholesale companies and free consumers which shall engage in activities in the natural gas market may enter into construction and service contracts with real persons and legal entities who have obtained a certificate from the Authority (Energy Market Regulatory Authority). No real person or legal is allowed to take part in natural gas installation or service activities unless the said certificate is obtained. Firstly, the Owner will notify the successful Tenderer in writing that its Tender has been accepted. Before signing the Contract, the successful Tenderer shall submit the copy of the abovementioned certificate to the Owner. The Owner and the successful Tenderer will sign the Contract within 7 days of the second notification. After signing of the Contract, no variation in or modification of the terms of the Contract shall be made except by written amendment signed by the parties. The right is reserved, as the interest of the Owner may require, to reject any or all Tender(s) without giving due reason, to accept other than the lowest priced Tender, and to waive any irregularity in Tenders received. 4.10. Notification to the Tenderer with the second highest points In the case that the Tenderer who has been awarded the Tender fails to provide the performance bond or does not sign the contract, the Owner can hold talks and sign the

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Contract with the Tenderer with the second highest points, provided that the tender authority considers this bid appropriate.

The mentioned Tenderer will be notified according to the provisions of Article 4.9 of this Tender documentation. In the case that the Tenderer with the second highest points does not sign the Contract either, the preliminary guarantee of this Tenderer will be seized as income and the Tender shall be cancelled. 4.11. Unsuccessful Tenderers Immediately upon notification of award to a third party, unsuccessful Tenderers shall destroy all Tender documents. 4.12. Confidentiality of the Tenders The Owner shall maintain confidential the received Tenders. 4.13. Assistance and Conveniences The Owner will provide assistance and conveniences in the following areas to the Engineer where needed:

‐ Obtaining work permits and other necessary documents for the Engineer personnel in order for them to be able to perform the services,

‐ Obtaining entry and exit visas, work permits, and other necessary documents for their residence in Turkey for foreign personnel and those who will look after them who are deemed suitable.

However, the costs of those permits shall be paid and borne by The Engineer. 5. GOVERNING LAW AND SETTLEMENT OF DISPUTES Ankara Courts are authorized to solve possible disputes which may arise between the parties about the implementations of this Tender according to the Turkish Laws and Regulations. The courts determination will be final and binding.

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Form -1: FIRM EXPERINCE FORM

Relevant Services Carried Out in the Last Ten Years

Assignment Name: Country:

Location within Country: Professional Staff Provided by Your Firm/Entity(profiles):

Name of Client: Number of Staff:

Address: Number of Staff-Months; Duration ofAssignment:

Start Date (Month/Year): Completion Date (Month/Year): Approx. Value of Services (in CurrentUS$):

Name of Associated Consultants, If Any: Number of Months of Professional Staff Provided by Associated Consultants:

Name of Senior Staff (Project Director/Coordinator, Team Leader) Involved and Functions Performed:

Narrative Description of Project:

Description of Actual Services Provided by Your Staff:

Firm’s Name:

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Form -2: PERSONNEL CV FORM

CURRICULUM VITAE (CV) FOR PROPOSED PROFESSIONAL STAFF

Proposed Position:

Name of Firm:

Name of Staff:

Profession:

Date of Birth:

Years with Firm/Entity: Nationality:

Membership in Professional Societies: Detailed Tasks Assigned:

Key Qualifications:

[Please give an outline of staff member’s experience and training most pertinent to tasks on assignment. Describe degree of responsibility held by staff member on relevant previous assignments]

Education:

[Please summarize college/university and other specialized education of staff member, giving names of schools, dates attended, and degrees obtained.]

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Employment Record: [Starting with present position, list in reverse order every employment held. List all positions held by staff member since graduation, giving dates, names of employing organizations, titles of positions held, and locations of assignments. For experience in last ten years, also give types of activities performed and client references, where appropriate.]

Languages:

[For each language indicate proficiency: excellent, good, fair, or poor in speaking, reading, and writing.]

Certification:

__________________________________________________ Date: [Signature of staff member and authorized representative of the firm] Day/Month/Year

Full name of staff member: Full name of authorized representative:

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Form-3: ORGANISATION FORM

TEAM COMPOSITION AND TASK ASSIGNMENTS 1. Technical/Managerial Staff

Name Position Task

2. Support Staff

Name Position Task

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T P A O

KUZEY MARMARA EXTENSION PROJECT (PHASE 3)

NEW SURFACE PLANT

CONCEPTUAL STUDY, DETAILED FEASIBILITY STUDY AND

ASSISTANCE TO EPC CONTRACT TENDERING AND MANAGEMENT

"CONTRACT"

…../…../ 2013

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TABLE OF CONTENTS

l. PROJECT......................................................................................................................... 3 2. SCOPE OF WORK AND TIME SCHEDULES ................................................................ 3 3. REMUNERATION ........................................................................................................... 4 4. TERMS OF PAYMENT ................................................................................................... 5 5. PERSONNEL .................................................................................................................. 6 6. REPORTING & MEETINGS ............................................................................................ 7 7. CHANGES ...................................................................................................................... 7 8. DEFAULTS ..................................................................................................................... 7 9. TERMINATION ............................................................................................................... 8 10. CONFIDENTIALITY ...................................................................................................... 8 11. LIABILITY ...................................................................................................................... 9 12. INSURANCE ................................................................................................................. 9 13. FORCE MAJEURE ..................................................................................................... 10 14. INFRINGEMENT ......................................................................................................... 10 15. ASSIGNMENT ............................................................................................................ 11 16. GOVERNING LAW AND ARBITRATION .................................................................... 11 17. LANGUAGE ................................................................................................................ 11 18. NOTICES .................................................................................................................... 11 19. PARTIAL INVALIDITY ................................................................................................. 12 20. ENTIRE CONTRACT .................................................................................................. 12 21. WAIVERS ................................................................................................................... 12

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CONTRACT This Contract is made the ____ day of _____ 2013 (“Effective Date”) between

______________________________, a company organized and existing under the laws of _______________ and having its registered offices at _____________________________ _________________________ (hereinafter referred to as "the Engineer") and Türkiye Petrolleri A.O., a company organized and existing under the laws of Turkey and having its principal office at Söğütözü Mahallesi 2180. Cadde No: 86, 06100 ANKARA - TURKEY (hereinafter referred to as "the Owner")

hereinafter called “The Parties” collectively.

l. PROJECT

The objective of the study is to perform a Conceptual Study and a Detailed Feasibility Study including EPC Tender Documentation for the new surface plant for Kuzey Marmara Extension Project (Phase-3) and to give consultancy services for the EPC phase of the project as described in the Scope of Services.

2. SCOPE OF WORK AND TIME SCHEDULES

The work scope will be as defined in the Owner's Scope of Services document including its subsequent clarifications and the Engineer’s Technical and Commercial Proposal dated _______________________ for the New Surface Plant Conceptual and Detailed Feasibility Studies, Assistance to EPC Contract Tendering and Management. In any case of dispute, the work scope definition of the Owner's Scope of Services document will be the grounds of reference and will supersede the Engineer’s Technical and Commercial Proposal work scope definition. Scope of Services and Instructions to Tenderers shall be attached to this Contract and constitute an integral part of it. The study consists of two phases: i) The first phase is the Conceptual Study and the Detailed Feasibility Study including EPC Tender Documentation for the new surface plant for Kuzey Marmara Extension Project (Phase-3). ii) The second phase is the consultancy services for the EPC phase of the project. The Engineer shall perform its duties hereunder on a best professional efforts basis, consistent with generally accepted industry standards, or in the absence of generally accepted industry standards, consistent with the state-of-the-art within the industry. The Contract will come into force after signature of the Contract by both Parties. A kick-off meeting will be held within two weeks after signature of the Contract by both Parties. The first phase will be completed within ___ (______) months from the kick-off meeting. The second phase is expected to be completed by the end of 2019, upon completion of Defects Liability Period.

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The work under the contract shall be completed in a timely manner and delivered to the Owner. If the Engineer fails to fulfill such requirement in any manner, he shall pay penalty by 0.08 % of the Contract Amount for each working day delayed. Total penalty shall not exceed 5 % of the Contract Amount. The Engineer agrees that the Engineer and his affiliates shall not be allowed to bid for the EPC contract for the New Surface Plant, whether alone, or as a partner in a Joint Venture, or as a sub-consultant of the EPC Contractor.

3. REMUNERATION

3.1 The Owner shall pay to the Engineer in consideration of the Sub-Phase 1 services as referred to in Article 2 here-above the amount of Euro ____________ (______________________________________________) being the lump sum Contract price according to the provisions of the Contract at the time and in manner described in this Contract. The Engineer shall not be entitled to claim price difference.

3.2 The personnel provided to the Owner for the Sub-Phase 2 services will be paid at

the following rates, in EUR:

Qualification Head Office

Outside Head Office

Project Manager Deputy Project Manager Expert (≥ 20 years’ experience) Lead Engineer (≥ 15 years’ experience) Senior Engineer (≥ 8 years’ experience) Confirmed Engineer (≥ 3 years’ experience) Technician and draughtsman Clerical

3.3 Above given Man-hour Rates are valid until one year after the Effective Date of the

Contract. After that, the Man-hour Rates shall be adjusted for rises or falls in the cost of labour by the below adjustment formula agreed between the Parties.

_____________________________________________ (Adjustment Formula) 3.4 The adjustment multiplier calculated from the agreed adjustment formula and from

the actual value of the indexes referred to in the formula, shall be applied with a period of one year. The same procedure shall then apply each year for Man-hour Rates adjustment, until the completion of the Services. However, the annual adjustment for the rises of Man-hour Rates shall be capped at a maximum of 4%.

3.5 Together with its calculation of the adjustment multiplier the Engineer shall provide

the Owner with a copy of the official indexes taken into account.

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3.6 The Man-hour Rates shall be deemed to have included amounts to cover the

contingency of other rises and falls in costs. 3.7 For the Sub-Phase 2 services, weekends will be paid at the same daily rates.

There will be no payment for daily overtime. 3.8 Contract stamp tax, commission decision stamp tax, withholding tax for non-

residents of Turkey, VAT or other taxes being levied and assessed against the Engineer and/or the Owner which may arise in Turkey from awarding, executing and performing this Contract shall be borne by the Owner. Original Contract shall be kept by the Owner. In case the Engineer requests an original of the Contract, the Engineer shall be liable for the stamp tax of that requested original which corresponds 0.948% of the Contract price.

3.9 All other kind of corporate, profit based taxes levied by any government other than

Turkey which may arise out of or in connection with the performance of this Contract shall be borne by the Engineer.

3.10 The Engineer shall be liable for all employment taxes (including salary taxes, all

mobile employee taxes, social security premiums, payroll taxes, social security whether payable by the employee or the employer) applicable to the Engineer’s Personnel in Turkey or any other area of operations, including any employment taxes on the Engineer’s Personnel where the area of operations is his or her country of tax residence.

3.11 In case the Engineer fails to fulfill its obligations provided in Article 3.9 and 3.10 in

timely and complete manner, any penalty fee and/or punitive damage shall be on the Engineer’s account. The Owner’s right to recourse for any of these penalties is reserved.

3.12 The parties will benefit from the decrees of double-taxation agreement between

Turkey and the Engineer’s country.

4. TERMS OF PAYMENT

4.1. The Engineer shall submit a Performance Bond for the 10% of the remuneration defined in Article 3 above through a Turkish Bank in such a form acceptable and payable to the Owner. This bond shall remain in force and effect until the end of the Sub-Phase 2 services. However, this Performance Bond may be released by the Owner at the end of Sub-Phase 1 services, provided the Engineer submits a new Performance Bond acceptable to the Owner, related to Sub-Phase 2 services. Prior to termination of said Performance Bond, the Engineer must adjust its monthly invoice to the Owner, which requires the approval of the Owner, in order that a zero (0) account balance exists between the Owner and the Engineer.

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4.2 For Sub-Phase 1 services, the Engineer will send monthly invoices to the Owner in

accordance with the progress of the study. Parts subject to payment under the lump sum shall be made as follows and cannot exceed the percentages below:

- 35% of the total lump sum for the Conceptual Study - 65% of the total lump sum for the Detailed Feasibility Study and of the EPC

Tender Documentation. 4.3 Services remunerated under Man-hours Rates will be invoiced monthly. The invoices

shall reflect the costs incurred during the previous month, based on the actual man-hours and travel costs charged on the Services in that month. These invoices will be supported by time sheets and copies of the travel invoices.

4.4 The invoices shall include full address of the Engineer. All invoices shall be prepared

and payable in EUR. Invoices shall be issued and mailed to the Owner in one original and two copies at the address stated below:

TÜRKİYE PETROLLERİ A.O. Üretim Daire Başkanlığı Söğütözü Mah. 2180. Cadde No: 86 Ankara 06100 TÜRKİYE Tax No: Ulus V.D. 8790032784 Monthly invoices shall be reviewed and the undisputed part will be payable within thirty (30) calendar days after the receipt of each signed and stamped original invoice by the Owner. For late payment, interest will be charged at a rate of 1% (one percent) per month without prejudice to claim indemnification because of the damages suffered. In addition, after giving fourteen (14) days of notice to the Owner, the Engineer can suspend or terminate the study if an undisputed invoice remains unpaid for more than sixty (60) days.

4.5 The Owner shall give the Engineer 15 days written notice on any disputed items in

the invoice. 4.6 Payments will be made via bank transfer to the Engineer’s bank account in

_________________ (country) as specified in the Engineer’s invoices. Payments shall be made by a swift transfer (bank payment), if any bank charges applied due to the Engineer’s correspondent bank, this expense shall be at the Engineer’s account.

4.7 The Engineer shall not transfer its claims and receivables regarding the Work to

another Party without the written permission of the Owner. The letters of the conveyance shall be prepared by notary public and shall bear the terms and conditions requested by the Owner.

5. PERSONNEL Upon the Owner’s written notice with reasons, the Engineer shall at its cost remove personnel assigned to work under this Contract as are unsuitable or unqualified to perform their tasks. The Owner may request such staff changes as are reasonable and the

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Engineer agrees to promptly comply with such requests. The Engineer shall propose all staff changes of its personnel assigned to the project subject to the Owner's approval which will not be unreasonably withheld.

6. REPORTING & MEETINGS

Reporting and meetings shall be carried out as stated in the Scope of Services document.

7. CHANGES 7.1 The Owner shall be entitled, giving 7 days written notice, to request an adjustment to

the Contract thereby requesting a change in the Scope of Services. 7.2 All change orders shall be in writing and shall clearly define the changes requested. 7.3 The additional work involved will be billed and invoiced on a monthly basis in addition

to this Contract unless otherwise agreed in writing between the Parties. The rates for the additional work will be as stated in the Engineer’s Commercial Proposal dated ____________________.

7.4 The change will be implemented when both Parties are in agreement regarding the

extent and start of the additional Work and the payment thereof.

8. DEFAULTS If any of the following events occur, the Engineer or the Owner, as applicable, shall be in default: 8.1 A Party becomes insolvent or receivership (for financial or other reasons), insolvency,

or bankruptcy proceedings are commenced by or against a Party; 8.2 A Party assigns or transfers any right or interest in this Contract other than as

authorized under this Contract; 8.3 The Owner fails to make payment for services related to the Work in accordance with

the terms of an applicable contract; 8.4 The Engineer fails to complete the Work in accordance with the requirements

provided in this Contract; or 8.5 A Party breaches any provision of this Contract which directly and adversely affects

the Work or the performance of either Party's obligations under this Contract.

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9. TERMINATION

9.1 At the end of the Sub-Phase 1 services, the Owner reserves the right to terminate the Contract and get the consultancy services from another company, under a separate contract and the Engineer shall have no right to claim any compensation.

9.2 Without prejudice to Article 4, if either Party is in default in any of the material terms of

this Contract, the non-defaulting Party may terminate this Contract upon giving 30 (thirty) days written notice to the defaulting Party, which notice must include a detailed explanation of the circumstances of the default, and those steps necessary to correct the breach. This Contract will terminate at the end of that 30-day period unless, within that period, the defaulting Party has remedied the breach to the satisfaction of the non-defaulting Party.

9.3 The Owner reserves the right to terminate the Contract at any time upon 7 days

written notice of such termination to the Engineer. In the event of termination, the Engineer will be paid by the Owner for services rendered to the date of termination, for all the costs incurred by the Engineer in connection with the project to the date of termination subject to the Owner approval except the expenses done for the bid. The remaining Performance Bond as stipulated under Article 4.1 will be released as soon as practicable.

10. CONFIDENTIALITY

10.1 The Owner and the Engineer mutually agree not to disclose to any third Party without prior written consent of the Owner, any confidential information obtained from the Owner during the execution of the scope of Services.

However, the Engineer shall be free to disclose such information as is: a) Lawfully requested by any government agency, b) Required to be disclosed by official authorities in accordance with applicable law, c) Required to be disclosed by any competent court jurisdiction acting in pursuance of its powers, d) Generally and lawfully available to the public. The Owner and the Engineer may disclose information gained from the Owner to its subcontractors to the extent necessary to complete the study, provided that written confidentiality agreements, which are approved by the Owner, are made with such subcontractors. 10.2 The obligations of the Engineer and its subcontractors as defined in this Article shall

apply notwithstanding the completion of the scope of Services or termination of this Contract.

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11. LIABILITY

11.1 The Engineer shall protect, indemnify, defend and save the Owner, its agents,

employees, contractors and its affiliates, their agents, employees and contractors harmless from and against all claims, liabilities, demands, causes of action and judgements (including costs and reasonable attorney's fees) arising in favor of or asserted by the Engineer or its subcontractors or the employees of either on account of personnel injuries or death from, on account of damage to property of the Engineer, its subcontractors or the employees of either, only if caused by the negligence of the Owner, its agents, employees or contractors excluding their gross negligence and willful misconduct.

11.2 The Owner shall protect, indemnify, defend and save the Engineer, its agents,

employees, contractors and its affiliates, their agents, employees and contractors harmless from and against all claims, liabilities, demands, causes of action and judgements (including costs and reasonable attorney's fees) arising in favor of or asserted by the Owner or its subcontractors (other than the Engineer) or the employees of either on account of personnel injuries or death from on account of damage to property of the Owner, its subcontractors (other than the Engineer) or the employees of either, only if caused by the negligence of the Engineer, its agents, employees or contractors excluding their gross negligence and willful misconduct.

11.3 Third Party Damages: The Engineer shall protect, indemnify and defend and save the

Owner, its agents, employees, contractors and its affiliates, their agents, employees and contractors harmless from and against third party claims, liabilities, demands, causes of action and judgement (including costs and reasonable attorney's fees) arising in favor of or asserted by third parties on account of personnel injury or death or on account of damage to property of such third party caused by action of the Engineer, its personnel, subcontractors and agents during the execution of the Contract.

11.4.1 Without prejudice to Article 11.1, 11.2, and 11.3, the Engineer shall exercise

reasonable skill, care and diligence in the performance of his obligations under the Contract.

11.4.2 The Engineer shall only be liable to pay compensation not to exceed the value of

the contract to the Owner arising out of or in connection with the Contract if a breach of 11.4.1 is established against him.

11.4.3 Neither Party shall be liable to the other for any loss of profit, loss of use, loss of

production, loss of contracts, or for any other indirect and consequential damage that may be suffered by the other.

11.4.4 The Engineer shall not be liable towards EPC contractors.

12. INSURANCE

12.1 Both Parties shall pay for keeping in force all necessary insurance to cover their respective liabilities under this Contract.

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12.2 Each Party shall be responsible for and insure accordingly for any liabilities

resulting from the action of their respective servants, agents, subcontractors or co-ventures.

13. FORCE MAJEURE

13.1 “Force Majeure” means any circumstances beyond control of the Parties which could not be foreseen and which prevent either the Owner or the Engineer and/or their subcontractors from fulfilling all or part of its obligations under the Contract.

13.2 Force Majeure includes but is not limited to unforeseen events such as acts of god,

fire, storm, etc. and social events such as labour disputes, governmental written orders, etc.

13.3 Neither of the Parties hereto shall be considered to be in default in the

performance of its obligations to the extent that such performance has been prevented by Force Majeure.

13.4 The affected Party shall immediately notify the other Party in writing of the causes

and expected duration of any such occurrence. 13.5 In the event of Force Majeure, the obligations of the Parties hereunder (except

those previously incurred and remaining capable of fulfillment) shall be suspended during the period of Force Majeure, provided, however, that the affected Party shall make every effort to remedy the cause thereof.

13.6 If the Force Majeure situation lasts for more than 30 calendar days, after its

notification, either Party shall be entitled to terminate the Contract upon giving 30 day written notice.

13.7 In the event that the Owner does not fulfil its responsibilities outlined in this

Contract (i.e. delivery of the workplace, approval of projects and work programmes, delay in permits, insufficient funding, etc), without any fault of the Engineer, and if as a result it becomes impossible to finish the Work within the set period, these circumstances can be considered as an obstacle to fulfilment of the obligation. If the Engineer has no power to remove the obstacle, on the written notification of the Engineer to the Owner, and following the evaluation of the circumstances by the Owner, the completion period set for the entire project or the part of the project that related to the obstacle can be extended. To this extend the Engineer shall have no right to claim extra payment.

14. INFRINGEMENT The Engineer shall, indefinitely, hold the Owner harmless and hereby agrees to indemnify the Owner against loss or damage arising out of any claim or suit for patent infringement and/or trade secret misappropriation by reason of processes, designs, equipment or material originating with or performed by the Engineer under the study.

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15. ASSIGNMENT This Contract shall inure to and be binding upon the successors and assignees of the Parties hereto; provided that, neither Party shall assign this Contract and the rights hereunder to a third party without first having furnished the other Party with written notice of the intention to assign and having received the consent thereto from the other Party. No assignment of this Contract shall relieve or remove such assigning Party’s liabilities or obligations under this Contract.

16. GOVERNING LAW AND ARBITRATION

16.1 This Contract shall be governed by and construed and enforced in accordance with the Turkish Law excluding any choice of law rules which would refer the matter to the laws of another jurisdiction.

16.2 All disputes arising out of or in connection with this Contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by three arbitrators. The language of the arbitration shall be English. The place of the arbitration shall be Ankara, Turkey.

17. LANGUAGE This Contract shall be written in the English language. All notices and communications between the Owner and the Engineer pursuant to this Contract shall be in the English language.

18. NOTICES

All notices and other communications provided for in this agreement, except weekly and monthly progress reports, shall be in writing and shall be deemed to have been given only if and when received by the Party to whom given. Such notices shall be given in writing and may be delivered either by facsimile and followed electronically to the Party’s electronic mail address as set forth in this Contract or by courier mail as follows: TÜRKİYE PETROLLERİ A.O. Üretim Daire Başkanlığı Söğütözü Mah. 2180. Cadde No: 86 Ankara 06100 TÜRKİYE Attention: Ali TİREK – Director of Production Department Fax : 90 312 286 90 17 E-mail : [email protected] _________________________________ (The Engineer) Address: ______________________________________ Attention: ______________________________________ Fax : _______________________________________ E-mail : _______________________________________

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19. PARTIAL INVALIDITY If any provision contained in this Contract is or becomes ineffective or is held to be invalid by a competent authority or court having final jurisdiction thereof, all other provisions of this Contract shall remain in full force and effect and, there shall be substituted for the such ineffective or invalid provision such effective and valid provision having an economic effect as similar as possible to such ineffective and invalid purposes.

20. ENTIRE CONTRACT This Contract together with the Owner's Instructions to Tenderers, the Scope of Services documents and the Engineer’s Technical and Commercial Proposal for the New Surface Plant Conceptual and Detailed Feasibility Studies, Assistance to EPC Contract Tendering and Management constitutes the entire agreement between the Parties hereto. This Contract supersedes any oral or written understandings, proposals or communications heretofore entered into by or on account of the Parties and may not be changed modified or amended except in writing signed by the Parties hereto.

21. WAIVERS The failure of the Parties to enforce at any time any provision of this Contract, or any rights in respect thereto, or to exercise any election herein, shall not operate as a waiver of any such provisions, rights or elections, or in any way affect the validity of this Contract or the obligations or responsibilities of the Parties. The exercise by any Party of their rights or elections herein shall not preclude or prejudice any Party from exercising any other right it may have under this Contract. IN WITNESS WHEREOF the Parties hereto have executed this Contract at the Effective Date in one original copy to be kept by the Owner and such Contract shall be binding upon and inure to the benefit of the Parties and their successors and assigns. TÜRKİYE PETROLLERİ A. O. ___________________________ (The Engineer) By By