1 Itt Document 2010 017

• 1. TOTAL E & P YEMENPAGE 1 of 30INSTRUCTIONS TO TENDERERS TOTAL E & P YEMENCFT N TY/2010-17/ES BLACK TOP ROAD INSTRUCTIONS TO TENDERER CFT. TY/2010-17/ES03/21/10 BLACK TOP ROAD

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TOTAL E & P YEMENPAGE 2 of 30INSTRUCTIONS TO TENDERERSINDEX PREAMBLE .................................................................................................................................................... 3 ARTICLE 1 - DEFINITIONS............................................................................................................................ 3 ARTICLE 2 - ACKNOWLEDGEMENT ........................................................................................................... 3 ARTICLE 3 - CONDITIONS OF TENDER...................................................................................................... 4 ARTICLE 4 - TWO STAGES SYSTEM: TECHNICAL AND COMMERCIAL ................................................ 8 ARTICLE 5 SUBMISSION OF TENDER................................................................................................... 14 ARTICLE 6 SUBMISSION OF TENDER................................................................................................... 15 INSTRUCTIONS TO TENDERERS.............................................................................................................. 17 APPENDICES............................................................................................................................................... 17 APPENDIX 1 - FORM OF ACKNOWLEDGEMENT OF RECEIPT.............................................................. 18 APPENDIX 2 - FORM OF PARENT COMPANY GUARANTEE (IF APPLICABLE)................................... 19 APPENDIX 3 - FORM OF BANK GUARANTEE (BID BOND) ................................................................ 20 APPENDIX 4 - MODEL OF TAGS ............................................................................................................... 22 APPENDIX 5 - FORM OF TENDER ( STAGE 2 SUBMISSION ) ........................................................... 23 APPENDIX 6 - FORM OF BANK STATEMENT .......................................................................................... 26 APPENDIX 7 - PRESENTATION FORMS FOR QUALIFICATIONS DEVIATIONS OR EXCEPTIONS..... 27 APPENDIX 8 COMPANY ETHICS CHARTER ......................................................................................... 29 CFT. TY/2010-17/ES03/21/10BLACK TOP ROAD 3. TOTAL E & P YEMENPAGE 3 of 30 INSTRUCTIONS TO TENDERERSPREAMBLE This Call for TENDER is for the Engineering, Procurement, Supply, Construction, Rebuilding and asphalting several existing dust road sections for a total length about 11,3 km. The scope of WORK is detailed in the TENDER DOCUMENTS.The intention is to appoint a single CONTRACTOR and the TENDER must be based on this requirement. Partial TENDER will not be considered.The CONTRACTOR remuneration will be on the basis of a lump sum price as defined in the TENDER DOCUMENTS EXHIBITS hereafter.The present Instruction To TENDERERS (ITT) and attached CONTRACT DOCUMENTS are written to fit to the different services, goods or supplies which may be proposed by the TENDERERS. Where the ITT are not relevant to the proposal, TENDERER shall write not relevant. The final CONTRACT DOCUMENTS will be modified according to the successful offer. ARTICLE 1 - DEFINITIONS For all purposes of the TENDER DOCUMENTS, the terms defined in this Paragraph shall have the meanings assigned to them hereafter.1.1 TENDER shall mean the TENDERER's offer to perform the WORK, and any subsequent revised offer in response to COMPANY's request.1.2 WORK shall mean the work and other obligations to be performed by CONTRACTOR as described in the TENDER DOCUMENTS.1.3 TENDERER(S) shall mean the company(ies), partnership(s) or other person(s) to whom the Invitation to Tender is addressed, and references to CONTRACTOR shall mean TENDERER.1.4 COMPANY shall mean TOTAL E&P YEMEN (TEPY)TENDER DOCUMENTS shall mean the documents issued by COMPANY as listed in the Form of TENDER together with any addenda that may be issued by COMPANY up to TENDER Closing Date. TENDERER shall ensure that all documents it has received are complete.Further words and/or expressions may be defined in those Instructions to TENDERERS and shall then be written in capital letters.ARTICLE 2 - ACKNOWLEDGEMENT2.1 TENDERER shall complete, sign and return the Form of Acknowledgement, hereinafter attached under Appendix 1, by facsimile at the number specified therein not later than seven (7) days from the date of receipt of the Invitation to TENDER with the original simultaneously sent by mail.2.2 If TENDERER wishes to TENDER for the performance of the WORK, he shall confirm his agreement by the closing date for submitting the TENDER and specify the name and telephone number of the person to be contacted. Failure to comply with the above may invalidate the TENDER.CFT. TY/2010-17/ES03/21/10 BLACK TOP ROAD 4. TOTAL E & P YEMENPAGE 4 of 30INSTRUCTIONS TO TENDERERS 2.3 Any TENDERER who does not wish or is unable to TENDER shall return all TENDER DOCUMENTS to COMPANY without delay. The TENDER DOCUMENTS (to be marked NO BID) shall be returned to the address and person specified under sub-Article 3.3.4 hereinafter.ARTICLE 3 - CONDITIONS OF TENDER3.1 TENDER shall be prepared and submitted at TENDERER's sole costs and expenses in strict accordance with the Instructions to TENDERERS. No TENDER shall be accepted by COMPANY in any other form. TENDERERS shall be responsible for compliance with and be fully aware of all applicable governmental and local laws regulations, practices, codes and requirements which might affect them when bidding, executing the CONTRACT and performing the WORK.3.1.1Responsibility of CONTRACTOR with respect to Documents of the DESIGN DOSSIERto be formally endorsed by CONTRACTOR (after EFFECTIVE DATE)CONTRACTOR shall, as soon as practicable, and in any event within thirty (30) daysfrom EFFECTIVE DATE, fully check and verify all aspects of the documents included inthe DESIGN DOSSIER referred to in EXHIBIT E, and fully endorse such documentswithin the duration of such period as being free of any errors, omissions, deficiencies,inaccuracies, contradictions, ambiguities, and/or discrepancies. To this effect,CONTRACTOR shall sign the certificate of endorsement of the DESIGN DOSSIER foracknowledging his endorsement in accordance with the form attached in Annex 7hereof, or failing the signature of such certificate at the expiry of such periodCONTRACTOR shall be deemed to have fully endorsed the DESIGN DOSSIER inaccordance with the provisions of such certificate. Thereafter CONTRACTOR shallhave no right to request any CHANGE ORDER in respect thereof.3.1.2Responsibility of CONTRACTOR with respect to Documents of the DESIGN DOSSIERnot to be formally endorsedNotwithstanding the other provisions of Article 13, of the AGREEMENT.CONTRACTOR shall be entitled to rely on the documents listed as "not to be endorsedby CONTRACTOR" in the DESIGN DOSSIER, However, CONTRACTOR shall remainresponsible for:a) the verification, prior to EFFECTIVE DATE of the adequacy, sufficiency and coherence of the information and data contained in such documents with respect to the proper performance of the WORK, andb) the interpretation of the information and data contained in such documents (with the exception of the interpretation of the geotechnical and soil data) in view of their proper utilisation in the performance of the WORK. TENDER submittal means, except if duly clarified, approval of the TENDERDOCUMENTS. 3.2 COMPANY shall be entitled to reject any and all TENDERS, to waive irregularities and formalities at its absolute discretion, and shall not be bound to accept the lowest or any TENDER. The choice made by COMPANY will be final and may not be contested or opposed by TENDERER. Moreover, the present Call for TENDERS shall in no circumstance engage COMPANYs responsibility should the latter decide not to proceed with all or part of the project, and hence, no claim for compensation of any kind regarding the preparation of the offer shall be countenanced. 3.3 Study of TENDER DOCUMENTS 3.3.1TENDERER is to check that all TENDER DOCUMENTS have been received.CFT. TY/2010-17/ES 03/21/10BLACK TOP ROAD 5. TOTAL E & P YEMEN PAGE 5 of 30INSTRUCTIONS TO TENDERERSCOMPANY reserves the right to modify or amend any part of the TENDERDOCUMENTS prior to acceptance of any TENDER; such modifications or amendmentsshall be notified to all TENDERERS who shall, if they wish, be given the opportunity tomodify or amend any part of the TENDER should it have been submitted prior to suchmodification or amendment.Any modifications and/or additional instructions issued by COMPANY during the Tenderperiod shall be issued as Addenda to the TENDER DOCUMENTS.3.3.2TENDERER is required to peruse the TENDER DOCUMENTS and generally to obtainall information he may require to enable him submit his TENDER. 3.3.3Should TENDERER find any discrepancies in, or omissions from, the TENDERDOCUMENTS, or have any enquiries regarding the TENDER DOCUMENTS, he shouldimmediately notify COMPANY in writing of such discrepancies, omissions or enquiriesand clarifications will be advised by [email protected]: [email protected] [email protected] 3.3.4Any queries in connection with the TENDER should be submitted in writing not lessthan seven (7) days prior to the closing date given for receiving TENDERS 3.3.5TENDERERS shall be deemed to have a full working knowledge and of the SITE wherethe WORK is to be performed including, where applicable, the prevailing climaticconditions, ground conditions and, generally, be familiar with and have obtained allnecessary information as to the data and contingencies and all other circumstancesaffecting the performance of the WORK and to have taken the same into account.TENDERER shall make himself familiar with the SITE conditions, the necessaryrestrictions on productivity due to safety and operational activities, the terms andconditions of employment of labour prevailing in the area, and with all matters affectinghis TENDER.COMPANY will arrange a SITE visit within 30 days of the issue of the Call for Tender,for a maximum of two (2) TENDERER personnel. Participation in this visit will be atTENDERERs own expense.COMPANY shall make available to TENDERER at TENDERER's own cost andexpenses access to the facilities for additional visits so that TENDERER may carry outsurvey(s) as may be required by TENDERER for the purpose of proposing hisTENDER, with a minimum notice of seven (7) days.3.3.6TENDERER shall be deemed to have satisfied himself as to the correctness andsufficiency of his TENDER. No claims whatsoever will be entertained arising out ofTENDERER's failure to study the TENDER DOCUMENTS or omission to assess theactual site and ground conditions. 3.4 Proprietary information 3.4.1The TENDER DOCUMENTS are confidential, contain proprietary information belongingto COMPANY and may only be reproduced or disclosed by TENDERER for the purposeof submitting its TENDER, subject however to prior written permission of COMPANYfirst being obtained by TENDERER and the same prior undertaking of confidentiality bythe recipient. 3.4.2The TENDER DOCUMENTS shall remain the property of COMPANY.CFT. TY/2010-17/ES 03/21/10BLACK TOP ROAD 6. TOTAL E & P YEMENPAGE 6 of 30INSTRUCTIONS TO TENDERERS 3.5 No TENDER will be conditional upon the availability of labour, equipment, material or any other resources to be provided by TENDERER for the performance of the WORK.3.6 Subsidiary Corporation In the event TENDERER is a subsidiary of another Company or Corporation, or is more than 50% owned by another Company or Corporation, it is a condition precedent to the acceptance of any TENDER that the TENDERER's ultimate holding Company provides a 'Parent Company Guarantee' letter in the form attached hereinafter under Appendix 2, which is to be signed by officer(s) with vested authority to commit the parent company.3.7 TENDERER's legal status, country of incorporation and country of residence for tax purposes (if different from country of incorporation) must be disclosed.3.8 The TENDER and all attachments, information, notes, catalogues, and any other written material will be in the English language.3.9 COMPANY reserves the right to visit and inspect and satisfy itself regarding the premises, facilities, CONSTRUCTION EQUIPMENT and other resources of TENDERER.3.10The Stage 1 and Stage 2 TENDER(S) shall remain valid and open for acceptance for a period of six (6) months from the Closing Date of the Stage 2 TENDER stated in the Invitation to participate in Stage 2 TENDER.3.11No TENDERER may consider itself successful unless and until he receives written notice to this effect from COMPANY. In the event of written acceptance by COMPANY of the TENDER or modified TENDER, as the case may be, the sending by COMPANY of a letter or telefax of acceptance to the successful TENDERER shall constitute a binding agreement between COMPANY and such successful TENDERER in the precise terms of such correspondence together with the TENDER DOCUMENTS read with the successful TENDER pending formal completion and exchange of the Contract. Such acceptance may be expressed to be subject to such clarifications or variations as COMPANY shall specify; if such acceptance were conditional, then although there shall be no binding contract until resolution of the points of clarification or variation stipulated by COMPANY the successful TENDERER shall nonetheless be bound to adhere to its schedule of Rates and Prices for the period stipulated in paragraph 3.11 above.3.12TENDERER shall be prepared to discuss in COMPANY offices, at TENDERER's own cost, any aspect of his TENDER at any time between TENDER submission and CONTRACT award.3.13TENDERER shall submit together with his TENDER a bank statement issued by a leading bank in which said bank commits itself, in case of award of the CONTRACT, to furnish the necessary Bank Guarantee as defined in the AGREEMENT. The form of Bank Guarantee must comply with the model attached (see Annexe 1/A to AGREEMENT). The bank statement shall be in the format of the Form set out in Appendix 6 to these instructions to TENDERER duly signed and witnessed.3.14Unsuccessful TENDERERS shall return all documents transmitted to them in conjunction with the invitation to TENDER on receipt of the notification of the non-acceptance of their TENDER.3.15No TENDER will be accepted, which is not accompanied by a completed form of TENDER in the format of Appendix 5 hereto.3.16If the TENDER does not comply with the Instructions to TENDERERS, is incomplete or vague or is submitted after the prescribed date and time, it will not be considered.3.17COMPANY reference numbers must be clearly indicated on TENDERER's Proposal and/or all letters, communications and other documents related thereto. CFT. TY/2010-17/ES 03/21/10BLACK TOP ROAD 7. TOTAL E & P YEMENPAGE 7 of 30 INSTRUCTIONS TO TENDERERS 3.18Any Contract awarded as a result of this enquiry shall not be deemed completed until all the requirements of the TENDER DOCUMENTS have been complied with.3.19TENDERER's Information as requested in the TENDER DOCUMENTS shall be an essential part of each TENDERER's Proposal and will, in the case of the successful TENDERER, be incorporated as appropriate into the CONTRACT.3.20TENDERER shall together with his STAGE 2 TENDER, provide COMPANY with a Bid Bond in the form, as per Appendix 3 herewith, of a bank guarantee issued by a leading bank. 3.20.1 The Bid Bond shall be of one percent (1%) of the total amount of the TENDER and it shall be valid for six (6) months from the closing date of the stage 2 TENDER. 3.20.2 Any TENDERER who does not include a satisfactory Bid Bond within its TENDER shall be disqualified. 3.20.3 The Bid Bond shall become the property of COMPANY and COMPANY shall have the right to submit forthwith TENDERER's Bid Bond for payment if the said TENDERER withdraws his offer during the guaranteed period of validity and/or, having been awarded the CONTRACT, withdraws or is unable to implement it. 3.21 Joint Ventures (association of companies, without legal personality) 3.21.1 TENDERS submitted by Joint Ventures are to comply with the following requirements: a) The TENDER shall be signed by all Partners so as to be legally binding on each member of the Joint Venture. The name of the signatory shall be shown in print underneath each signature. b) A copy of the Joint Venture Agreement that has been, or is intended to be entered into by Partners, shall accompany the TENDER. Unless already specifically included in the terms of such an Agreement, the following declaration and information shall be given in a statement signed by all the Partners which is to accompany the TENDER: (i) That the Partners of the Joint Venture shall be liable jointly and severally for the performance of the WORK in accordance with the terms of the TENDER DOCUMENTS and that in the event that any one of said Partners goes into liquidation then the surviving Partner(s) shall have the full obligation to carry out and complete the WORK and shall be empowered to use all Construction Equipment, including any marine equipment, furnished by any Partner in the Joint Venture and shall be entitled to have any subcontracts assigned to it (them). (ii) The interest of each of the Partners in the Joint Venture and the part of the WORK to be performed by each Partner. (iii) The name of the Partner nominated to act as manager of the Joint Venture and who in such capacity is authorised to incur liabilities and enter into contractual relationships with third parties, including settlement of any disputes thereunder, to receive and act upon instructions from COMPANY, to make and receive payments - all on behalf of the Joint Venture. (iv) That the declaration attached to the TENDER takes precedence over anything which may be written in the said Joint Venture Agreement. 3.21.2 In the event that TENDERER decides during the Tender period to form a Joint Venture he shall notify COMPANY immediately on reaching such decision and in any event at least seven (7) days prior to the date given for return of TENDERS and give the names of all the Partners in the Joint Venture. 3.21.3 Should a CONTRACT be awarded to an association of companies, the CONTRACT would then: - provide that members of the association of companies are jointly referred to asCONTRACTOR (or SUPPLIER as the case may be) and are jointly andseverally bound towards COMPANYCFT. TY/2010-17/ES 03/21/10BLACK TOP ROAD 8. TOTAL E & P YEMEN PAGE 8 of 30INSTRUCTIONS TO TENDERERS - and include the following provision: "Applicable only when CONTRACTOR (or SUPPLIER as the case may be) is an association of companies.Without prejudice to the principle of joint and several liability of the companies composing CONTRACTOR (or SUPPLIER), CONTRACTOR (or SUPPLIER) nominates .......................... (name of company) as sole agent of CONTRACTOR (or SUPPLIER). Such nomination includes the power to fully represent CONTRACTOR (or SUPPLIER), act on his behalf, receive any payment due under the CONTRACT, and settle any claim. Such nomination is irrevocable by CONTRACTOR (or SUPPLIER) for the duration of the CONTRACT, unless otherwise APPROVED". ARTICLE 4 - TWO STAGES SYSTEM: TECHNICAL AND COMMERCIAL The TENDER shall include the following information for the respective stages. 4.1 STAGE 1 TENDER4.1.1Content of the Stage 1 TENDER The Stage 1 TENDER shall be prepared on the basis of the TENDER DOCUMENTS.The Stage 1 TENDER shall be clearly legible and organized in four (4) Sections and Sub-Sections as described below. The Stage 1 TENDER shall contain in the following order:Section 1 - The Legal, Financial and Administration information and documents: Sub-Section 1.1 Mandatory documents a) Cover Letter TENDERER shall include a cover letter on TENDERERs letterhead, duly signed by an authorised officer. b) TENDERER details and Shareholders/Owners details -Legal name and address of TENDERER. -TENDERER's legal status, deed of incorporation and country of residencefor tax purposes (if different from country of incorporation). -List of Company's Board of Management / Directors -An outline organisation chart of TENDERER's Company, showing therelationship between its various holdings and subsidiaries if any. Sub-Section 1.2 Other documents a) The Bank Statement as specified in Paragraph 3.13 herein.b) If applicable, the Joint Venture documents and statements mentioned in paragraph 3.21 hereinabove and TENDERER to complete and insert Table 1 Split of Responsibilities,c) If applicable, the Parent Company Guarantee mentioned in paragraph 3.6 hereinabove. CFT. TY/2010-17/ES 03/21/10 BLACK TOP ROAD 9. TOTAL E & P YEMENPAGE 9 of 30INSTRUCTIONS TO TENDERERSSection 2 - Comments, Qualifications and Exceptions to the TENDER DOCUMENTS TENDERER shall submit, if any, his detailed comments, qualifications, exceptions orproposed alternatives or deviations to the AGREEMENT, EXHIBITS and /orSPECIFICATIONS in accordance with the form attached as Appendix 7 to theseInstructions to TENDERER.TENDERER shall also provide, with his Stage 1 TENDER, the electronic file correspondingto such form (CD-ROM, Microsoft Word).Section 3 - Technical Information Sub-Section 3.1 Detailed description of TENDERER's proposed organisation of theWORK This detailed description shall contain organisation charts and names of key personnel,including EXHIBIT K completed as requested. TENDERER shall submit his CONTRACT Management Procedure The CONTRACTOR REPRESENTATIVE as defined in Article 9 of the AGREEMENT shallbe designated in the Stage 1 TENDER. The CONTRACTOR REPRESENTATIVE and thekey Project Personnel shall be deeply involved in the TENDER preparation, and shallattend the clarification meetings until the end of clarifications. Sub-Section 3.2 - Detailed description of WORK to be subcontracted Details of any portions of the WORK that TENDERER proposes to be subcontracted, anddetails of the proposed SUBCONTRACTORS, including EXHIBIT J completed asrequested. TENDERER shall clearly explain how he will organize the coordination of hisSUBCONTRACTORS and the management of the related interfaces at all steps of theWORK. TENDERER shall clearly indicate their plan with respect to local content, taking intoaccount that if TENDERER intents to subcontract parts of the WORK, TENDERER shall dohis utmost to promote YEMEN companies. a) Local Content:The following elements shall be provided by TENDERER within its TENDER: (i) Enhancement of local employment:In accordance with the provisions of the section 3 of the Exhibit K, TENDERERshall advise which percentage of national and local employee that he intend to putin place for the performance of the WORK. TENDERER's Yemenisation Plan for the future CONTRACT, which shall describe: - The positions held by Yemeni personnel at the beginning of CONTRACT;- The planning for the development of this personnel and the addition of furtherYemeni personnel during the CONTRACT indicating the number of position held byYemeni Personnel at the end of the each year of the CONTRACT. To this end, TENDERER shall complete the following targets: CFT. 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TOTAL E & P YEMEN PAGE 10 of 30INSTRUCTIONS TO TENDERERSKPI / Measure Performance TargetNational staff employed as a proportion of% proposed for National Staff total, in skill category (unskilled and skilled) Recruitment from neighboring communities affected by operations (Sah district, Seyun District and Shibam% proposed for Neighboring Staff district) as a proportion of national employees, in skill category (unskilled and skilled)(ii) Sourcing of goods and services from neighboring or regionalcommunities:TENDERER shall promote sourcing of goods (such as construction,catering, cars, fuel, water, etc) and services from suppliers and/orCONTRACTOR from neighboring and/or regional communities and shalladvise COMPANY with his corresponding procurement plan stating theorigin of such suppliers and/or CONTRACTOR during the performance ofthe WORK.Local content will be one of the TENDER evaluation criteria andTENDERER should clearly state his intentions.Sub-Section 3.3 - Detailed description of proposed engineering services a) Proposed organization for engineering activities (organization chart, location, etc), work subcontracted if any, interfaces management. b) Human resources available for the project, staffing (permanent staff, non- permanent personnel), and manpower histogram split per disciplines. c) Facilities proposed (areas of engineering offices, drawing boards, computers, word processors, copying and printing machines, etc ....), d) Proposed computer programs specific to the WORK, e) Engineering procedures (in accordance with EXHIBIT G) Sub-Section 3.4 - Procurement services a) Detailed description of proposed procurement services (organization chart, human resources, etc) b) Statement that CONTRACTOR shall procure the material from APPROVED VENDORS/SUBCONTRACTORS whenever specified by COMPANY c) Equipment fabrications to be subcontracted, Subcontractors follow-up procedure d) Proposed procedures for purchasing, expediting, inspection, material control, handling of equipment and materials in accordance with EXHIBIT G requirements Sub-Section 3.5 - Detailed description of construction, installation facilities and methods This detailed description of construction, installation facilities and methods shall cover SITEactivities and resources including: CFT. 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TOTAL E & P YEMEN PAGE 11 of 30 INSTRUCTIONS TO TENDERERSa) Description of Yard facilities: - Yard location and size, yard equipment, yard access, fabrication areaprefabrication, warehouse, storage,-Transportation equipment,-Welding and NDT units, and the like. b) Description of pipelines procedures for: - Any prefabrication on Yard,- Transportation of line pipes and appurtenances,- Access to the SITE for CONSTRUCTION EQUIPMENT,- laying procedures,- Repair of laying tracks used. c) These procedures shall be supported as necessary by: - Illustrative sketches showing sequence of the works for lines installation,- Preliminary sizing of construction and installation equipment (in particularlaying spread).d) Description of spread with specific installation equipment proposed for the WORK, such as: - Cranes, - Side booms,Sub-Section 3.6 - Preliminary Detailed Work time Schedule TENDERER shall submit EXHIBIT C with TENDERER proposed dates inserted whererequired. TENDERER shall indicate critical path. COMPANY wishes to emphasise that compliance with the provisions of EXHIBIT C is ofprime importance.TENDERER shall also submit Manpower histograms in line with the Schedule, showing: a) Engineering (further split per discipline) b) Procurement services (buying, expediting, inspection), showing planned dates for placing purchase orders/delivery dates c) Construction, pre-commissioning, (further split per discipline) d) hook-up (further split per discipline)Sub-Section 3.7 - Description of cost control, progress control and reporting procedures TENDERER shall submit typical documents illustrating these procedures.Sub-Section 3.8 - Description of Quality Assurance / Quality Control organisationCerificationsQuality assurance plan with list of procedures has to be prepared or applicable to theWORK as per TENDER DOCUMENTS. CFT. TY/2010-17/ES 03/21/10BLACK TOP ROAD 12. TOTAL E & P YEMEN PAGE 12 of 30 INSTRUCTIONS TO TENDERERS Quality control, inspections plan for: - VENDORS- SUBCONTRACTORS- Yard pre-fabrication activities- Construction spread Provision of all of these mentioned documents by TENDERER with his STAGE 1TENDER is mandatory. TENDERER shall also provide with his STAGE 1 TENDER relevant certifications related tothe performance of the WORK.Sub-Section 3.9 - Safety organisation a) TENDERER shall provide all information regarding its Safety organisation and policy : - TENDERER general safety organisation and policy- Proposed organisation for the WORK required to fulfil COMPANY safetyrequirements defined in TENDER DOCUMENTS b) Safety plan and procedures applicable to the WORK (including Health, Safety and Environmental (HSE) improvement plan proposed by TENDERER for the WORK). c) Environment plan applicable to the WORK on SITE. Provision of all of these mentioned documents by TENDERER with his STAGE 1TENDER is mandatory.Sub-Section 3.10 - Annexes a) CV's of key personnel b) Technical documentation relating to CONSTRUCTION EQUIPMENT c) Copy of TENDERER Quality Assurance program d) Technical documentation concerning any proposed main SUBCONTRACTORS. e) TENDERER workload showing current project(s) and future project(s), including BLACK TOP ROAD Project.Section 4 - Experience and References in similar works TENDERER shall submit supporting documents showing his experience in similar works.TENDERER shall also submit copies of substantiating acceptance certificates. 4.1.2Important Notes a) The Technical proposal must conform to the information previously submitted by TENDERER within the Expression of Interest Dossier.CFT. TY/2010-17/ES 03/21/10BLACK TOP ROAD 13. TOTAL E & P YEMEN PAGE 13 of 30INSTRUCTIONS TO TENDERERS Any deviation from such Expression of Interest Dossier may lead to disqualification of the TENDER.b) The Technical proposal must include all of the complementary information, explanations and clarifications as required by COMPANY in the Invitation to TENDER. c) TENDERER information and data provided under Section 3 of the Stage 1 TENDER must be clear and sufficiently detailed to allow the COMPANY to perform a technical evaluation of TENDERER's capabilities, that must be conform to TENDER requirements. 4.2 EVALUATION AND ELUCIDATION OF THE STAGE 1 TENDERFollowing evaluation and analysis of the TENDER, COMPANY will conduct clarifications in order to ensure that: - The TENDER conforms to the requirements of the Invitation to TENDER. - TENDERER has a good understanding of the scope of WORK, and is capable ofperforming the WORK according to the requirements of the TENDER DOCUMENTS.Such clarification shall be conducted by means of correspondence and/or meetings.Upon completion of this evaluation and elucidation Stage, COMPANY will invite successful TENDERER to participate in Stage 2 TENDER. Unsuccessful TENDERER will be notified accordingly. 4.3 STAGE 2 TENDERThe Stage 2 TENDER shall be submitted after the evaluation and elucidation of the Stage 1 TENDER has been completed, at the date stated by COMPANY in the letter of invitation to participate in Stage 2 tendering.The TENDER shall be initialled in blue ink upon each page, and signed by an officer of TENDERER vested with the authority to commit TENDERER.The Stage 2 TENDER shall be submitted in the following order: Section 1 - Cover letter The cover letter on TENDERERs letterhead according to the Form of TENDER set out inAppendix 5, duly signed and witnessed by TENDERER authorised official over anappropriate duty stamp.Section 2 - Schedule of Prices TENDERER shall insert his proposed prices where provided for in EXHIBIT B. EXHIBIT B must be submitted as specified in the Form of TENDER (Refer to Appendix 5hereinafter). The TENDER lump sum price shall be given in figures and letters. CFT. TY/2010-17/ES03/21/10BLACK TOP ROAD 14. TOTAL E & P YEMEN PAGE 14 of 30INSTRUCTIONS TO TENDERERSSection 3 - Bid Bond TENDERER shall provide the Bid Bond as described in paragraph 3.20 hereof. ARTICLE 5 SUBMISSION OF TENDER5.1 The original of the Stage 1 TENDER (as defined in the foregoing section 4.1) plus three (3) hard copies and two (2) electronic copies shall be transmitted to COMPANY at the address given hereunder: TOTAL E&P YEMENDIRECTION OPERATIONPO BOX 842SANAAYEMENAttention: Albert BOUKOULOU MATONDO Contracts, Procurement & Logistic Managerby such means that they reach the above address before the Closing Date and time as stated in the Invitation to TENDER letter.Each Original and each copy shall be submitted in separate envelopes as specified in Section 5.3.It is TENDERER responsibility to obtain from COMPANY's Sanaa office a receipt for the delivery of the TENDER envelopes before the Closing Date and time.Each receipt shall be time and date stamped and any TENDER received after the date and time prescribed in the Invitation to TENDER letter will not be considered. TENDERER is advised that by mailing his TENDER he runs the risk of envelopes being accidentally opened, in such a case TENDERER shall bear all subsequent consequences.COMPANY would strongly recommend avoiding normal mailing and would prefer the use of a courier.5.2 The original Stage 2 TENDER (as defined in the foregoing Section 4.3) plus three (3) hard copies and two (2) electronic copies thereof shall be transmitted to COMPANY at the address given hereunder: TOTAL E&P YEMENDIRECTION OPERATIONPO BOX 842SANAAYEMENAttention: Albert BOUKOULOU MATONDO Contracts, Procurement & Logistic Manager by such means that they reach the above address before the Closing Date and time asstated in the invitation to Stage 2 TENDER (i.e. after the evaluation and elucidationperiod). Each Original and each copy shall be submitted in separate envelopes as specified inSection 5.3. It is TENDERER responsibility to obtain from COMPANY's Sanaa office a receipt for thedelivery of the TENDER envelopes before the Closing Date. Each receipt shall be time and date stamped and any TENDER received after the date andtime prescribed in the Invitation to Stage 2 TENDER letter will not be considered. CFT. TY/2010-17/ES03/21/10 BLACK TOP ROAD 15. TOTAL E & P YEMENPAGE 15 of 30 INSTRUCTIONS TO TENDERERS TENDERER is advised that by mailing his TENDER he runs the risk of envelopes beingaccidentally opened, in such a case TENDERER shall bear all subsequent consequences. COMPANY would strongly recommend avoiding normal mailing and would prefer the useof a courier.5.3 The original and the copies of the Stage 1 TENDER and Stage 2 TENDER shall be carefully packed in separate envelopes and wax-sealed to avoid inadvertent opening through damage in transit or otherwise. All envelopes shall be appropriately identified, with the name of the TENDERER on theenvelopes, and shall bear the reference of the Call for TENDER and the nature of theTENDER ("Stage 1" or "Stage 2"). A model of the tags to be affixed upon each envelope is attached hereto as Appendix 4.Such tag is to be completed by adding the Call for TENDER reference number. 5.4 The originals must be identified by marking "Original" on each proposal. 5.5 At the same time of sending the TENDER, TENDERER shall also send to: TOTAL E&P YEMENDIRECTION OPERATIONSANAAYEMENa fax confirming the actual TENDER forwarding date.5.6 Failure to comply with the procedure set forth in this Section 5 shall invalidate the TENDER.5.7 Any TENDER delivered after the date and time specified in the Invitation to TENDER letter will be unopened. ARTICLE 6 SUBMISSION OF TENDER6.1 PREAMBLEThe TENDER Evaluation as detailed hereafter shall be implemented under the supervision of the COMPANY.6.2 PREBID MANDATORY REQUIREMENTSThe Form of Acknowledgement must be completed, signed and returned to COMPANY.TENDERER must attend at TENDERERs costs and expenses the pre-bid meeting (if any). 6.3 RECEIPT AND PROCESSING OF TENDER At the time and date notified as TENDER Closing Date, the COMPANY will assembleat TOTAL E&P YEMEN office at Sanaa and record the TENDER(S) received. TENDER(S) received after the closing date and time, or at any other location or officeof TOTAL E&P YEMEN, will be returned unopened. CFT. TY/2010-17/ES03/21/10 BLACK TOP ROAD 16. TOTAL E & P YEMEN PAGE 16 of 30INSTRUCTIONS TO TENDERERS After recording receipt of TENDER(S) the bid opening will take place. COMPANY will open the TENDER(S) and ensure that the mandatory requirements, asset out below are met. Any TENDERER failing to meet any of the mandatory requirements will be disqualified. 6.4 MANDATORY REQUIREMENTS - STAGE 1 TENDERTENDER must be submitted at the address, and upon the date and time, stated byCOMPANY for submission of the Stage 1 TENDER. The cover letter and the legal, financial and administrative documents to be included inSub-Section 1.1 and Sub-Section 1.2 as specified in paragraph 4.1 of theseInstructions to TENDERER, are mandatory. documents to be included in Sub-Section 3.8 and Sub-Section 3.9 as specified inparagraph 4.1 of these Instructions to TENDERER, are mandatory 6.5 MANDATORY REQUIREMENTS - STAGE 2 TENDER TENDERS must be submitted at the address, and upon the date and time, stated byCOMPANY for submission of the Stage 2 TENDER. The Stage 2 TENDER shallremain open and valid for acceptance for a period as specified in paragraph 3.8 hereof. The TENDER must contains the cover letter according to the Form of TENDER asspecified in paragraph 4.3. Such cover letter will be included in Section 1 of his Stage 2TENDER. The TENDER lump sum price shall be a fully inclusive lump sum price in US Dollars,and not be subject to escalation nor exchange rate variation. TENDERER shallincluded the duly completed EXHIBIT B in Section 2 of his Stage 2 TENDER, asrequired in paragraph 4.3 hereof. In accordance with the provisions of the paragraph 3.20 hereof, the Bid Bond shall beaccompanied by a statement upon TENDERER's letterhead certifying thelegality/originality of the Bid Bond submitted. Such statement of legality/originality shallbe signed by a duly authorised TENDERER representative over the appropriate stampduty. The Stage 2 TENDER must be submitted without technical, contractual orcommercial qualifications. CFT. TY/2010-17/ES 03/21/10BLACK TOP ROAD 17. TOTAL E & P YEMENPAGE 17 of 30INSTRUCTIONS TO TENDERERSINSTRUCTIONS TO TENDERERSAPPENDICES CFT. TY/2010-17/ES03/21/10BLACK TOP ROAD 18. TOTAL E & P YEMEN PAGE 18 of 30INSTRUCTIONS TO TENDERERSAPPENDIX 1 - FORM OF ACKNOWLEDGEMENT OF RECEIPT TOTAL E&P YEMEN PO BOX 842 SANAA YEMENAttention Mr. Albert BOUKOULOU MATONDO- Contracts, Procurement & Logistic Manager , CALL FOR TENDERS No. CFT. TY/2010-17/ES - BLACK TOP ROAD Dear Sirs,We are in receipt of your Invitation to TENDER and the TENDER DOCUMENTS for the above- mentioned WORK, and are in receipt of all documents listed therein.(*) - We hereby accept to respond to your invitation and to submit our TENDER not later than the closing date and agree to comply with your Instructions to TENDERERS.(*) - We hereby decline your invitation, and will return forthwith your TENDER DOCUMENTS, all in accordance with your instructions to TENDERERS. We accept and understand that the TENDER DOCUMENTS are confidential, contain proprietary information belonging to COMPANY and may only be reproduced or disclosed by TENDERER for the purpose of submitting its TENDER, subject however to prior written permission of COMPANY first being obtained by TENDERER and to same prior undertaking of confidentiality by the recipient.The TENDER DOCUMENTS shall remain the property of COMPANY.The contact for this TENDER within our Company is:Name: Title: Telephone: Fax: Email:Yours faithfully, For and on behalf of:Name Title Stamp (*) Delete as applicable CFT. TY/2010-17/ES 03/21/10 BLACK TOP ROAD 19. TOTAL E & P YEMEN PAGE 19 of 30 INSTRUCTIONS TO TENDERERSAPPENDIX 2 - FORM OF PARENT COMPANY GUARANTEE (IF APPLICABLE)CALL FOR TENDERS No. CFT. TY/2010-17/ES - BLACK TOP ROAD Dear Sirs,1. With reference to the accompanying TENDER for the above CONTRACT, we, as (b) .............'s ultimateholding company do hereby enter into the following unconditional and irrevocable undertakings with.............(a), (hereinafter referred to as "COMPANY"), and its associates in the Consortium if any, that oncondition that COMPANY enters into a CONTRACT with .............(b) for the above subject and inconsideration of the same:1.1.............(b) shall perform all his obligations contained in the said CONTRACT, and,1.2If .............(b) shall in any respect fail to perform the said obligations contained in the said CONTRACT or commits any breach thereof, we shall ourselves perform on the simple demand by COMPANY or take whatever steps may be necessary to achieve performance of the obligations under the CONTRACT of .............(b) and shall indemnify and keep indemnified COMPANY and its associates in the Consortium if any, against any loss, damages, costs and expenses, for which .............(b) may be liable thereunder, howsoever arising from the said failure or breach.2. We shall not be discharged or released from our undertakings hereunder by any waiver or forbearanceby COMPANY whether as to payment, time, performance or otherwise.3. This guarantee shall be unconditional, irrevocable, without benefit of discussion and shall continue untilall .............(b)'s obligations under the CONTRACT have been performed, notwithstanding:- any alterations or additions to or deletions from the CONTRACT and/or- any modifications in the shareholding relationship between us and .............(b) and/or- any assignment in accordance with the CONTRACT.4. The expression CONTRACT shall have the meaning ascribed to it in the AGREEMENT.5. This document shall be construed and take effect in accordance with the laws of France and we shallsubmit to the jurisdiction of the Courts of France.Yours faithfully,Signed: ................................ for and on behalf of ............ (TENDERER's ultimate holding (c) Company)Name:Title:Date: ......................(a) Name of COMPANY (b) Name of TENDERER (c) Common seal of signature of TENDERER's ultimate holding Company or such formalities as may be required under the law or articles of association to render a unilateral promise binding on TENDERER's ultimate holding Company. Each page (other than signature page) to be duly initialled. CFT. TY/2010-17/ES 03/21/10 BLACK TOP ROAD 20. TOTAL E & P YEMEN PAGE 20 of 30 INSTRUCTIONS TO TENDERERSAPPENDIX 3 - FORM OF BANK GUARANTEE (Bid Bond) No. : ...........In consideration of the submittal by .......................(specify name of TENDERER) of a tender (hereinafter designated as the TENDER) according to the Call for Tender issued by TOTAL E&P YEMEN for the BLACK TOP ROAD(hereinafter designated as the CONTRACT), the undersigned, acting in the capacity of................................................ for and on behalf of.................................... having its registered office in...................................................... (Hereinafter designated as the "GUARANTOR"), upon request of............................... having its registered office in.................... (hereinafter designated as the "GUARANTEED PARTY") for the benefit of TOTAL E&P YEMEN having its business office in Sanaa, (hereinafter designated as the "OBLIGEE"), hereby accepts the following: 1. With waiver of the principal rights and privileges of the GUARANTOR according to existing Yemen Laws to plead for seizure and sale of the assets of the GUARANTEED PARTY before the settlement of his debts, GUARANTOR shall pay to the OBLIGEE a maximum sum .......................................... (say : ...........................................) of one percent (1%) of the total amount of the TENDER submitted by the GUARANTEED PARTY for the works and services to be performed under the CONTRACT.2.This bank guarantee is valid for a period of six (6) months from the date of (specify Stage 2 Closing Date of the TENDER) (hereinafter referred to as the VALIDITY PERIOD) and expires on the date of ....................... (hereinafter referred to as the EXPIRATION DATE), whether or not returned to the GUARANTOR.3. Demand for the payment of this bank guarantee can be done by the OBLIGEE with a written notice to the GUARANTOR not later than fourteen (14) calendar days after the EXPIRATION DATE of this bank guarantee (hereinafter referred to as the DEMAND PERIOD).4. Upon receipt within the DEMAND PERIOD, of the demand for payment from the OBLIGEE supported by evidence that the GUARANTEED PARTY has withdrawn his TENDER during the VALIDITY PERIOD and/or, having been awarded the CONTRACT, withdraws or is unable to implement it, the GUARANTOR shall irrevocably undertake to pay the said amount on the first demand and such payment shall be made without recourse and notwithstanding any objection or otherwise from the GUARANTEED PARTY.5. During the VALIDIY PERIOD, this bank guarantee may expire when: The GUARANTEED PARTY has fulfilled his obligations to the satisfaction of the OBLIGEE in accordance with the conditions stipulated in the Call for Tender for the CONTRACT, although the VALIDITY PERIOD of this bank guarantee has not expired, or The GUARANTEED PARTY fails to win the CONTRACT, or is not awarded the CONTRACT, or Statement of the waiver of the bank guarantee or statement of the settlement of the bank guarantee is jointly signed by the OBLIGEE and the GUARANTEED PARTY on a document which bears sufficient stamp duty, before the EXPIRATION DATE of the Bank guarantee. CFT. TY/2010-17/ES 03/21/10BLACK TOP ROAD 21. TOTAL E & P YEMENPAGE 21 of 30 INSTRUCTIONS TO TENDERERS 6.This bank guarantee shall be returned to the GUARANTEED PARTY upon the expiration of the DEMAND PERIOD.Date: ...............,........... GUARANTOR Name : Position : P.S. : 1. The "GUARANTEED PARTY" shall ensure to provide appropriate and sufficient information to the"GUARANTOR" for the issuance of the bank guarantee.2. The bank guarantee can be issued in English CFT. TY/2010-17/ES 03/21/10BLACK TOP ROAD 22. TOTAL E & P YEMEN PAGE 22 of 30 INSTRUCTIONS TO TENDERERS APPENDIX 4 - MODEL OF TAGS a) "STAGE 1" TENDER SEALED PARCEL - OPENING FORBIDDEN WITHOUT AUTHORIZATION TOTAL E&P YEMENDO/CPLSANAAYEMEN Attention: Mr. Albert BOUKOULOU MATONDO - Contracts, Procurement & Logistic ManagerCALL FOR TENDER Ref. CFT.TY/2010-17/ES FFOR BLACK TOP ROAD "STAGE 1 TENDER b) "STAGE 2" TENDERSEALED PARCEL - OPENING FORBIDDEN WITHOUT AUTHORIZATION TOTAL E&P YEMENDO/CPLSANAAYEMEN Attention: Mr. Albert BOUKOULOU MATONDO - Contracts, Procurement & Logistic Manager CALL FOR TENDER Ref. CFT.TY/2010-17/ES FOR BLACK TOP ROAD "STAGE 2 TENDER CFT. TY/2010-17/ES03/21/10 BLACK TOP ROAD 23. TOTAL E & P YEMEN PAGE 23 of 30 INSTRUCTIONS TO TENDERERS APPENDIX 5 - FORM OF TENDER ( STAGE 2 SUBMISSION )Letter to :TOTAL E&P YEMENPO BOX 842SANAAYEMENAttention: Mr. Albert BOUKOULOU MATONDO - Contracts, Procurement & Logistic Manager Reference: Call for TENDER N CFT.TY/2010-17/ES FOR BLACK TOP ROADSTAGE 2 TENDERDear Sirs,1. Having examined and noted the TENDER DOCUMENTS, i.e.: Invitation to Stage 2 TENDER Letter, Instructions to TENDERER, AGREEMENT and its Annexes:ANNEX 1-GUARANTEES 1/A-FORM OF PERFORMANCE BANK GUARANTEE 1/B-NOT APPLICABLE 1/C-FORM OF DEMAND ANNEX 2-FORM OF FINAL ACCOUNT CERTIFICATE ANNEX 3-INDEMNITY AND WAIVER OF RECOURSE AGREEMENTS 3/A-FORM FOR CONTRACTOR 3/B-FORM FOR SUBCONTRACTORS ANNEX 4-LIABILITY AND INSURANCE AGREEMENT FROM SUBCONTRACTORS ANNEX 5-ASSIGNMENT AGREEMENT ANNEX 6-CONTRACTORS INSURANCE STATUS ANNEX 7-CERTIFICATE OF ENDORSEMENT OF DESIGN DOSSIER ANNEX 8-FORM OF INTERIM CERTIFICATES ANNEX 9-FORM OF PROVISIONAL ACCEPTANCE CERTIFICATE ANNEX 10 -FORM OF FINAL ACCEPTANCE CERTIFICATE ANNEX 11 -COMPANY CUSTOMS EXEMPTION REGULATIONS & PROCEDUREEXHIBITS EXHIBIT A-SCOPE OF WORK AND SERVICES TO COMPANY EXHIBIT B-SCHEDULE OF PRICES EXHIBIT C-WORK TIME SCHEDULE EXHIBIT D-PERFORMANCE GUARANTEES EXHIBIT E-TECHNICAL REQUIREMENTS EXHIBIT F-PARTICULAR CONDITIONS FOR THE PERFORMANCE OF THE WORK EXHIBIT G-CO-ORDINATION PROCEDURE EXHIBIT H-QUALITY ASSURANCE AND QUALITY CONTROL EXHIBIT I-COMPANY ITEMS EXHIBIT J-LIST OF SUBCONTRACTORS AND VENDORS EXHIBIT K-CONTRACTOR'S ORGANISATION AND KEY PERSONNEL EXHIBIT L-HEALTH SAFETY AND ENVIRONMENT REQUIREMENTS CFT. TY/2010-17/ES03/21/10BLACK TOP ROAD 24. TOTAL E & P YEMENPAGE 24 of 30INSTRUCTIONS TO TENDERERSBid Clarifications number ...... to ....... inclusive, and Elucidation Dossier for Stage 2 TENDER,and considering the "Stage 1" Proposal submitted separately as further amended during elucidation with COMPANY, we undertake to complete the WORK and perform all services and obligations described in the TENDER DOCUMENTS within the contractual dates as specified in the TENDER DOCUMENTS, for the prices and rates referred to hereunder, all in accordance with the terms and conditions set forth in the TENDER DOCUMENTS.2.Our quotation of the lump sum prices stated in EXHIBIT B is as given in the Attachment to this form of TENDER. We submit EXHIBIT B in its entirety, attached hereto, in order to constitute a valid TENDER.Our quotation of the lump sum price is : US $ ....................................... (in figures and letters) : ............................................................................................... 3.We agree to keep valid this TENDER for a period of six (6) months from the closing date of the Stage 2 TENDER and it shall remain binding upon us and may be accepted by COMPANY at any time before the expiration of such six (6) months period.4.If this offer is accepted within the period of time mentioned in the foregoing provision, we agree to enter into a formal agreement to perform the WORK in accordance with the Conditions of the CONTRACT. CFT. TY/2010-17/ES 03/21/10 BLACK TOP ROAD 25. TOTAL E & P YEMENPAGE 25 of 30 INSTRUCTIONS TO TENDERERS 5.We understand that you are not bound to accept the lowest or any offer you may receive; we agree that your decision shall not be contested or opposed by us, and that the submission of this offer does not involve COMPANY incurring any costs whatsoever. Dated the ............. day of .................... Signature..................... in the capacity of ...................................... duly authorised to sign Tenders for and on behalf of ................................................................. Witness :Occupation:Address:Attachments:EXHIBIT B in its entirety Bid Bond CFT. TY/2010-17/ES03/21/10BLACK TOP ROAD 26. TOTAL E & P YEMEN PAGE 26 of 30 INSTRUCTIONS TO TENDERERS APPENDIX 6 - FORM OF BANK STATEMENTTOTAL E&P YEMEN PO BOX 842 SANAA YEMENAttention Mr. Albert BOUKOULOU MATONDO- Contracts, Procurement & Logistic ManagerReference: Call for TENDER N. .. (1)Dear Sirs,We, .....(2)....................., understand from ..................(3)....... that it is currently bidding for the above referenced Call for Tender issued by TOTAL E&P YEMEN.We ....................(2)................., advise that under present circumstances, we would be willing to issue a Performance Bank Guarantee in relation to the contract with TOTAL E&P YEMEN, in the event of award of such contract to ................(3).....Tenderer Name : ......(2)..... Bank Name : .............(3)..... Yours faithfully StampName : ....................... Title : ........................ Signature : ........................ Date : ......................... (1) Call For Tender No. and Title (2) Bank Name (3) CONTRACTOR Name CFT. TY/2010-17/ES 03/21/10 BLACK TOP ROAD 27. TOTAL E & P YEMENPAGE 27 of 30 INSTRUCTIONS TO TENDERERS APPENDIX 7 - PRESENTATION FORMS FOR QUALIFICATIONS DEVIATIONS OR EXCEPTIONS CFT. TY/2010-17/ES03/21/10BLACK TOP ROAD 28. TOTAL E & P YEMENPAGE 28 of 30INSTRUCTIONS TO TENDERERSCALL FOR TENDER Ref. CFT.TY/2010-17/ES FOR BLACK TOP ROADTENDERER :FORM FOR QUALIFICATIONS, EXCEPTIONS OR DEVIATIONS INDICE No.REFERENCE TEXTQUALIFICATIONS, COMPANY COMMENTSEXCEPTIONS OR DEVIATIONSCFT. TY/2010-17/ES 03/21/10 BLACK TOP ROAD 29. TOTAL E & P YEMEN PAGE 29 of 30INSTRUCTIONS TO TENDERERSAPPENDIX 8 COMPANY ETHICS CHARTER REFER TO ATTACHED DOCUMENT CFT. TY/2010-17/ES 03/21/10BLACK TOP ROAD 30. TOTAL E & P YEMEN PAGE 30 of 30INSTRUCTIONS TO TENDERERS CFT. TY/2010-17/ES03/21/10 BLACK TOP ROAD