Tender For The Supply And Delivery Of Comingled Petroleum Feedstock

ZAMBIA PUBLIC PROCUREMENT AUTHORIY

GOVERNMENT OF THE REPUBLIC OF ZAMBIA INVITATION FOR BIDS

TENDER NO. TB/ORD/022/09 TENDER FOR THE SUPPLY AND DELIVERY OF 1,440,000 MT OF COMINGLED PETROLEUM FEEDSTOCK – MINISTRY OF ENERGY AND WATER DEVELOPMEN Zambia Public Procurement Authority Zambia Red Cross House Los Angeles Boulevard Longacres P.O. Box 31009 Lusaka, Zambia Tel: 260-211-250632 Fax: 260-211-250633 November 2009

CONTENTS

Contents SECTION I: INVITATION FOR BIDS ............................ Error! Bookmark not defined. SECTION II: INSTRUCTIONS TO BIDDERS ................................................................ 4 A. Introduction ............................................................................................................. 4 B. Bidding Documents .................................................................................................. 4 C. Preparation of Bids................................................................................................... 6 D. Opening and Evaluation of Bids ............................................................................. 12 E. Award of Contract .................................................................................................. 14 SECTION Ill: BID DATA SHEET ................................................................................. 17 SECTION IV: GENERAL CONDITIONS OF CONTRACT.......................................... 22 SECTION V: SPECIAL CONDITIONS OF CONTRACT ............................................. 30 SECTION VI: SCHEDULE OF REQUIREMENTS ....................................................... 41 ANNEX 2: INDENI YIELD DATA ............................................................................... 44 SECTION VIII: SAMPLE FORMS ................................................................................ 46 1. Bid Form ............................................................................................................... 46 ANNEX 2: SAMPLE FORM 4, PRICE SCHEDULE ..................................................... 47 ANNEX 3: SAMPLE FORM 3, BID SECURITY FORM .............................................. 48 ANNEX 4: SAMPLE FORM 1, CONTRACT FORM ................................................... 49 ANNEX 5: SAMPLE FORM 2, PERFORMAMNCE SECURITY FORM ..................... 50

Page 1

INVITATION FOR BIDS TB/ORD/022/09: TENDER FOR THE SUPPLY AND DELIVERY OF 1,440,000 MT OF COMINGLED PETROLEUM FEEDSTOCK – MINISTRY OF ENERGY AND WATER DEVELOPMENT The Ministry of Energy and Water Development (MEWD) wishes to purchase 1,440,000 MT of Commingled Petroleum Feedstock for the period 2010 and 2011. The Zambia Public Procurement Authority, on behalf of the Ministry of Energy and Water Development now invites sealed bids from reputable Suppliers for the supply and delivery of 1,440,000 MT of Commingled Petroleum Feedstock under the Feedstock Supply Scheme (FSS). The 1,440,000 MT buyer’s option will be brought in cargo lots of 60,000 to 90,000 MT at evenly spread intervals. All deliveries should be Cost Insurance and Freight (CIF) Incoterms 2000 Dar-es-Salaam. The preferred cargo mixes in terms of Indeni Refinery and TAZAMA Pipeline operations and the Zambian market demand is a blend of standard export grade (SEG) crude, (SEG) Naphtha/ Condensate and straight run Gasoil in any one of the following cargo mixes: COMPONENT

CARGO OPTIONS 1

2

3

4

5

6

-

-

-

30

-

-

Arab Medium

25

-

-

-

-

-

Iranian Light

-

-

-

-

33

-

Iranian Heavy

-

-

-

-

-

32

Murban Crude

-

38

-

-

-

-

Oman Crude

-

-

34.5

-

-

-

Gasoil

55

45

40.5

49

49

50

Heavy Naptha

20

17

-

21

18

18

Northfield Condensate 2

-

-

25

-

-

-

100

100

100

100

100

100

Arab Light

TOTAL

Composition for each cargo will be changed in relation to national market demand and refinery requirements. All Crude Oils and Naphtha Condensates referred to hereinafter will be of standard export grade. The Supplier is not limited to these cargo compositions provided the Supplier can prove to the Agent that the market demand will be met. This will be through the provision of assays of all components and blending proportions at least 30 days before cargo nomination. Bidders should note that they will be expected to Supply the first cargo by 1st January 2010 in Dar-es-Saalam. Page 2

Interested eligible bidders may obtain further information from and inspect the solicitation documents at the Zambia Public Procurement Authority, Ground Floor, Room 6, Red Cross House, Los Angeles Boulevard, Longacres P.O. Box 31009, Lusaka, Zambia. The telephone numbers are 260 (211) 250632/42 and the telefax number is 260 (211) 250633. HOWEVER, TELEFAX AND/OR ELECTRONIC BIDS WILL NOT BE ACCEPTED.. The solicitation documents may be obtained upon payment of a non-refundable fee of K1,000,000.00 or its equivalent in any freely convertible currency. Sealed Bids clearly marked “Tender for the Supply and Delivery of 1,440,000 MT of Comingled Petroleum Feedstock” must be deposited in the Tender Box at the Zambia Public Procurement Authority, Red Cross House, 2nd Floor, Los Angeles Boulevard, Longacres, Lusaka, on or before Friday, 18 December 2009, at 14.00 hours local time and must be accompanied by a bid security in the sum of 2,000,000 USD duly signed and sealed by the Guarantor(s). The successful bidder will be further required to provide a performance security in the sum of 10,000,000USD through a suitable guarantee from a first class bank acceptable to the Client. Bidders are notified that there will be a Pre-Bid Meeting to be held on 25 November 2009 in the Department of Energy Conference Room along Fairley Road Opposite Ministry of Justice, Ridgeway, P.O Box 51254, Lusaka at 14:30 hours local time. Bidders or their representatives, at their own expense, are encouraged to attend. The closing date for the receipt of bids is Friday 18 December 2009 at 14.00 hours local time. Late offers by Bidders or their representatives shall not be accepted. Bids will be opened in the Conference Room on the 2nd Floor, Zambia Public Procurement Authority, Red Cross House, Los Angeles Boulevard, Longacres, P.O Box 31009, Lusaka on Friday 18 December 2009 thereafter in the presence of Bidders or their representatives who choose to attend.

Samuel Chibuye Director General ZAMBIA PUBLIC PROCUREMENT AUTHORITY

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SECTION II: INSTRUCTIONS TO BIDDERS

A. Introduction 2.1 The Client 2.1.1 The Client is as indicated in the Bid data sheet who shall also be responsible for financing the procurement. 2.2 Eligible Bidders 2.2.1 Bids are invited from reputable Oil Trading Companies with experience in crude oil and/or petroleum products supply for the supply and delivery of 1,440,000 MT plus or minus 10% of commingled Petroleum Feedstock in cargo lots of 60,000 - 90,000 MT at the buyer’s option 2.2.2 Failure to conform to this requirement shall render the bid non responsive. 2.3 Cost of Bidding 2.3.1 The Bidder shall bear all costs associated with the preparation and submission of its bid, and the Client will in no case be responsible or liable for those costs, regardless of the conduct or outcome of the bidding process.

B. Bidding Documents 2.4 Content of Bidding 2.4.1 The goods required, bidding procedures, and contract terms are prescribed in the bidding document. In addition to the Invitation for Bids, the bidding document include: a) Instructions to Bidders (ITB) b) Bid Data Sheet c) General Conditions of Contract (GCC) d) Special Conditions of Contract (SCC) e) Schedule of Requirements f) Specifications g) Bid Form and Price Schedule h) Bid Security Form i) Contract Form j) Performance Security Form'

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2.4.2 The Bidder is expected to examine all instructions, forms, terms, and specifications in the bidding documents. Failure to furnish all information required by the bidding documents or submission of a bid not substantially responsible to the bidding documents in every respect will be at the Bidder's risk and may result in the rejection of its bid. 2.5 Clarification of bidding documents 2.5.1 A prospective Bidder requiring any clarification of the bidding documents may notify the Client in writing at the address indicated in the Bid Data Sheet. The Client will respond in writing to any request for clarification of the bidding documents, which it receives no later than fourteen (14) days prior to the deadline for the submission of bids prescribed in the Bid Data Sheet. Written copies of the Client's response (including an explanation of the query but without identifying the source of inquiry) will be sent to all prospective Bidders that have received the bidding documents. 2.6 Pre bid meeting 2.6.1 Bidders are notified that there will be a Pre-Bid Meeting to be held on 25th November 2009 in the Department of Energy Conference Room at the address indicated in the Bid Data Sheet at 14:30 hours local time. Bidders or their representatives, at their own expense, are encouraged to attend. 2.7 Amendment of Bidding Documents 2.7.1 At any time prior to the deadline for submission of bids, the Client may, for any reason, whether at its own initiative or in response to a clarification requested by a prospective Bidder, modify the bidding documents by amendment. 2.7.2 All prospective Bidders that have received the bidding documents will be notified of the amendment in writing, and it will be binding on them. 2.7.3 In order to afford prospective bidders reasonable time in which to take the amendment into account in preparing their bids, the Client may, at its discretion extend the deadline for the submission of bids.

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C. Preparation of Bids 2.8 Bid Language 2.8.1 The bid prepared by the Bidder, as well as all correspondence and documents relating to the bid exchanged by the Bidder and the Client, shall be written in the language specified in the Bid Data Sheet. Supporting documents and printed literature furnished by the Bidder may be in another language provided they are accompanied by an accurate translation of the relevant passages in the language specified in the Bid Data Sheet, in which case, for purposes of interpretation of the Bid, the translation shall govern. 2.9 Components of the Bid 2.9.1 The bid submitted by the Bidder shall comprise the following components: a) A Bid Form and a Price Schedule completed in accordance with ITB Clauses 9, 10 and 11. b) Bid Security. 2.10

Bid Form and Price Schedules 2.10.1 The Bidder shall complete the Bid Form and Price Schedule furnished in the bidding documents, indicating the goods and services to be supplied, a brief description of the goods and services, their country of origin, quantity and price.

2.11

Bid Prices 2.11.1 The Bidder shall indicate on the Price Schedule the unit prices (where applicable) or the total bid price of the goods and services it proposes to supply under the contract. 2.11.2 All bid prices should be quoted in the currency indicated in the Bid Data sheet and should include total CIF price and its breakdown into FOB price, harbour fees, ocean freight, insurance up to point of delivery, ocean losses, financing costs, margin, inspection fees at port of loading and discharge. 2.11.2.1

FOB price to be used for evaluation shall be based on the average price as given in Platt's quotation on Wednesday 14th October 2009. Should the Platt's not be published on that date then the calculation of the average shall be based on the last published quotation available immediately before Wednesday 14th October 2009. Crude and Condensate will be at the average of Oman and Dubai Firstline as Page 6

published in "Platt's Crude Oil Market wire". Products will be at a single FOB loading port of Bidder's choice to be specified in the bid as published in "Platt's Asia/Arab Gulf Market scan" or a fixed price as offered by the bidder. 2.11.2.2

Freight: Fixed Rate in US$ per tonne from port of loading to Dar-es-Salaam

2.11.2.3

2.12

2.11.2.4

Premium: Fixed in U.S. Dollar per Metric Ton.

2.11.2.5

Insurance: Fixed Rate in percentage (%) from load port up to discharge port (Dar-es-Salaam)

2.11.2.6

Ocean Loss: Fixed Rate in percentage (%) of CIF Dar-es-Salaam

2.11.2.7

Financing Costs: Fixed in percentage (%) of CIF Dar-es-Salaam

2.11.2.8

Inspection Costs: Fixed in percentage (%) of CIF Dar-es-Salaam.

2.11.2.9

CIF Price: Total based on items 11.2.1 to 11.2.7 above.

Bid Currencies 2.12.1 Prices shall be quoted in the currency indicated in the bid data sheet.

2.13

Documents Establishing Bidder's Eligibility and Qualifications 2.13.1 Pursuant to ITB Clause2 and 8, the Bidder shall furnish, as part of its bid, documents establishing the Bidder's eligibility to bid and its qualifications including financial, technical and delivery capabilities to perform the contract if its bid is accepted. The documents required will include: 1) Certificate of incorporation; 2) Audited financial statements for the past two financial years, i.e. 2007 to 2008; 3) Company Profile indicating more than 5 years experience in supplying crude oil and/or other petroleum products.

2.13.2 Bids submitted by a Joint Venture of two or more firms as partners shall comply with the following requirements unless stated otherwise in the Bidding data sheet: (1)

Page 7

Copies of original documents defining legal status, place of registration, principal place of business, written Power

of Attorney of the signatory of the bid to commit the bidder;

2.14

(2)

the bid must be signed so as to be legally binding on all partners;

(3)

all partners shall be joinly and severally liable for the execution of the contract in accordance with the contract terms;

(4)

One of the partners will be nominated as being in charge, authorised to incur liabilities and receive instructions for and on behalf of any and all partners of the Joint venture

(5)

Joint Venture partners must individually own and operate refineries with a combined capacity of up to 1 million barrels per day

(6)

the execution of the entire contract, including payment, shall be done exclusively with the partner in charge.)

(7)

The Joint Venture partners must individually meet the other criteria stipulated in the qualification information in the Bid Data Sheet and must demonstrate combined capacities of the volumes required.

Documents Establishing Eligibility of Goods 2.14.1 Pursuant to ITB Clause 8, the Bidder shall furnish, as part of its bid, documents establishing the eligibility and conformity to the bidding documents of all goods and services which the bidder proposes to supply under the contract. 2.14.2 The documentary evidence of the eligibility of the goods and services shall consist of a statement in the Price Schedule of the country of origin of the goods and services offered which shall be confirmed by a certificate of origin issued at the time of shipment. 2.14.3 The documentary evidence of conformity of the goods and services to the bidding documents may be in the form of literature, drawings, and data and shall consist of: a) a detailed description of the essential technical and performance characteristics of the goods including assays of components to be supplied. Page 8

b) an item-by-item commentary on the Agent's Technical Specifications demonstrating substantial responsiveness of the goods and services to those specifications, or a statement of deviations and exceptions to the provisions of the Technical specifications. 2.15

Bid Security 2.15.1 Pursuant to ITB Clause 8 the Bidder shall furnish, as part of its bid, a bid security in the amount specified in the Bid Data Sheet. 2.15.2 The bid security is required to protect the Client against the risk of Bidder's conduct which would warrant the security's forfeiture, pursuant to ITB Clause 2.15.7. 2.15.3 The bid security shall be denominated in the currency of the bid, and shall be in one of the following forms: a) A bank guarantee or an irrevocable letter of credit issued by a reputable bank located in the Agent's country or abroad, in the form provided in the bidding documents or another form acceptable to the Client and valid for thirty (30) days beyond the validity of the bid; or b) a bank certified cheque. 2.15.4 Any bid not secured in accordance with ITB Clause 2.15.1 and 2.15.3 will be rejected by the Client as non-responsive, pursuant to ITB Clause 2.23. 2.15.5 Unsuccessful bidders' security will be discharged or returned as promptly as possible but not later than thirty (30) days after the expiration of the period of bid validity prescribed by the Client pursuant to ITB Clause 2.16. 2.15.6 The successful Bidder's bid security will be discharged upon the Bidder signing the contract, pursuant to ITB Clause 30.5, and furnishing the performance security, pursuant to ITB Clause 2.31.6. 2.15.7 The bid security may be forfeited: a) if a Bidder withdraws its bid during the period of bid validity specified by the Bidder on the Bid Form; or b) in the case of a successful Bidder, if the Bidder fails: i. to sign the contract in accordance with ITB Clause 2.30.6, or ii. to furnish performance security accordance with ITB Clause 2.31.6

Page 9

in

2.16

Period of Validity of Bids 2.16.1 Bids shall remain valid for the period specified in the Bid Data Sheet after the date of bid opening prescribed by the Client, pursuant to ITB Clause 19. A bid valid for a shorter period shall be rejected by the Client as non-responsive. 2.16.2 In exceptional circumstances, the Client may solicit the Bidder's consent to an extension of the period of validity. The request and the responses thereto shall be made in writing. The bid security provided under ITB Clause 2.15 shall also be suitably extended. A Bidder may refuse the request without forfeiting its bid security. A Bidder granting the request will not be required nor permitted to modify its bid, except as provided in ITB Clause 2.20. 2.16.3 In the case of fixed price contracts, if the award is delayed by a period exceeding sixty (60) days beyond the expiry of the initial bid validity, the contract price will be adjusted by a factor specified in the request for extension.

2.17

Formats and Signing of Bid 2.17.1 The bidder shall prepare an original and a number of copies of the bid indicated in the Bid Data Sheet, clearly marking each "ORIGINAL BID" and "COPY OF BID", as appropriate. In the event of any discrepancy between them, the original shall govern. 2.17.2 The original and the copy or copies of the bid shall be typed or written in indelible ink and shall be signed by the Bidder or a person or persons duly authorized to bind the Bidder to the contract. All pages of the bid, except for unamended printed literature, shall be initialled by the person or persons signing the bid. 2.17.3 Any interlineations, erasures, or overwriting shall be valid only if they are initialled by the person or persons signing the bid.

2.18

Sealing and marking of Bids 2.18.1 The Bidder shall seal the original and each copy of the bid in separate envelopes, duly marking the envelopes as "ORIGINAL" and "COPY". The envelopes shall then be sealed in an outer envelope. 2.18.2 The inner and outer envelopes shall: a) be addressed to the Client at the address given in the Bid Page 10

Data Sheet; and b) Bear the Tender number and title indicated in the Instructions to Bidders, and a statement: "DO NOT OPEN BEFORE…", (to be completed with the time and the date specified in the Bid Data Sheet, pursuant to ITB Clause 2.22). 2.18.3 The inner envelopes shall also indicate the name and address of the Bidder to enable the bid to be returned unopened in case it is declared "late". 2.18.4 Failure to properly mark the envelopes as indicated in paragraph 2.18.2 and 2.18.3 above may lead to the bid's misplacement or premature opening. The Client will assume no responsibility for a bid's misplacement or premature opening. 2.19

Deadline for Submission of Bids 2.19.1 Bids must be received at the address specified in the Bid Data Sheet no later than the time and date specified in the Bid Data Sheet. 2.19.2 The Client may, at its discretion, extend the deadline for the submission of bids by amending the bidding documents in accordance with ITB Clause 2.7, in which case all rights and obligations of the Client and Bidder previously subject to the deadline will thereafter be subject to the deadline as extended.

2.20

Late Bids 2.20.1 Any bid received after the deadline for submission of bids prescribed by the Client pursuant to ITB Clause 2.19 will be rejected and returned unopened to the Bidder.

2.21

Modification and Withdrawal of Bids 2.21.1 The Bidder may modify or withdraw its bid after the bid's submission, provided that written notice of the modification, including substitution or withdrawal of the bids, is received by the Client prior to the deadline prescribed for submission of bids. 2.21.2 The Bidder's modification or withdrawal notice shall be prepared, sealed, marked, and dispatched in accordance with the provisions of ITB Clause 2.21.1. A withdrawal notice may also be sent by fax, but followed by a signed confirmation copy, postmarked not later than the deadline for submission of bids. 2.21.3 No bid may be modified after the deadline for submission of Page 11

bids. 2.21.4 No bid may be withdrawn in the interval between the deadline for submission of bids and the expiration of the period of bid validity specified by the Bidder on the Bid Form. Withdrawal of a bid during this interval may result in the Bidder's forfeiture of its bid security, pursuant to the ITB Clause 2.15.7. D. Opening and Evaluation of Bids 2.22

Opening of Bids 2.22.1 All bids will be opened in the presence of Bidders' representatives who choose to attend, at the time, on the date, and at the place specified in the Bid Data Sheet. The Bidders' representatives who are present may sign an attendance register evidencing their attendance. 2.22.2 The Bidders' names, bid modifications or withdrawals, bid prices, discounts, and the presence or absence of requisite bid security and such other details as the Client, at its discretion, may consider appropriate, will be announced at the opening. No bid shall be rejected at bid opening, except for late bids, which shall be returned unopened to the Bidder pursuant to ITB Clause 2.20. 2.22.3 Bids (and modifications sent pursuant to ITB Clause 2.21) that are not opened and read out at bid opening shall not be considered further for evaluation, irrespective of the circumstances. Withdrawn bids will be returned unopened to the Bidders. 2.22.4 The Client will prepare minutes of the bid opening.

2.23

Clarification of bids 2.23.1 During evaluation of the bids, the Client may, at its discretion, ask the Bidder for a clarification of its bid. The request for clarification and the response shall be in writing, and no change in the prices or substance of the bid shall be sought, offered or permitted.

2.24

Preliminary Examination 2.24.1 The Client will examine the bids to determine whether they are complete, whether any computational errors have been made, whether required sureties have been furnished, whether the documents have been properly signed, and whether the bids are generally in order. The client will also examine responsiveness to documentation required pursuant to ITB 2.13, bid validity (ITB 2.16) and bid security (ITB Page 12

2.15). 2.24.2 Arithmetical errors will be rectified on the following basis. If there is a discrepancy between the unit price and the total price that is obtained by multiplying the unit price and quantity, the unit price shall prevail, and the total price shall be corrected. If the Supplier does not accept the correction of the errors, its bid will be rejected, and its bid security may be forfeited. If there is a discrepancy between words and figures, the amount in words will prevail. 2.24.3 The Client may waive any minor informality, non conformity, or irregularity in a bid which does not constitute a material deviation, provided such waiver does not prejudice or affect the relative ranking of any Bidder. 2.24.4 Prior to the detailed evaluation, pursuant to ITB Clause 2.25, the Client will determine the substantial responsiveness of each bid to the bidding documents. For purposes of these Clauses, a substantially responsive bid is one which conforms to all the terms and conditions of the bidding documents without material deviations. Deviations from or objections or reservations to critical provisions, such as those concerning Bid Security (ITB Clause 2.15), Applicable Law (GCC Clause 4.19), and Taxes and Duties (GCC Clause 4.22), will be deemed to be a material deviation. The Client's determination of a bid's responsiveness is to be based on the contents of the bid itself without recourse to extrinsic evidence. 2.24.5 If a bid is not substantially responsive at the preliminary stage, it will be rejected by the Client and not proceed for technical evaluation. 2.25

Evaluation and Comparison of bids 2.25.1 The Client will evaluate and compare the bids, which have been determined to be substantially responsive, pursuant to ITB Clause 2.24. 2.25.2 The Client's evaluation of a bid will exclude and not take into account: a) in the case of goods of foreign origin offered from abroad, customs duties and other similar import taxes which will be payable on the goods if the contract is awarded to the Bidder; and b) any allowance for price adjustment during the period of execution of the' contract, if provided in the bid. 2.25.3 The bids will be evaluated and compared in their responsiveness to the technical specifications of the petroleum feedstock components as indicated in annex 1 of the bid document. 2.25.4 Bids which are technically responsive will be evaluated and Page 13

compared on the CIF Dar-es-Salaam prices for the feedstock to be supplied. The CIF price will be computed by the Client by the summation of: a) FOB Price: Average of Platt's quotation on 14th October 2009 will be used for evaluation:- Crude and Condensate will be evaluated on the average of Dubai and Oman as published in "Platt's Crude Oil Market wire". Products will be evaluated on single FOB loading port of Bidder's choice to be specified in the Bid as published in the "Platt's Asia/Arabian Market scan". Should the Platt's not be published on 14th October 2009, the calculation of the average shall be based on the last available prices published immediately prior to the above date or fixed price as offered by the bidder. b) Freight: The freight should be fixed for size of tankers specified in the bid. c) Premium: Premium in US$ must be indicated in the bid. d) Insurance: Cost of insurance up to discharge port (Dares-Salaam) must be indicated in the bid. e) Ocean Losses: Ocean losses, if any, must be fixed in percent and indicated in the bid. f) Supplier’s margin ($/tonne) must be indicated in the bid. g) Inspection fees ($/tonne) h) Financing ($/tonne) i) Trader’s margin ($/tonne) 2.26

Contacting the Client 2.26.1 Subject to ITB Clause 2.23, no Bidder shall contact the Client on any matter relating to its bid, from the time of the bid opening to the time the contract is awarded. 2.26.2 Any effort by a Bidder to influence the Client in its decisions on bid evaluation, bid comparison, or contract award may result in the rejection of the Bidder's bid.

E. Award of Contract 2.27

Award of Contract 2.27.1 In the absence of pre-qualification, the Client will determine to its satisfaction whether the Bidder that is selected as having submitted the lowest evaluated responsive bid is qualified to perform the contract satisfactorily. 2.27.2 The determination will take into account the Bidder's financial, technical and delivery capabilities. It will be based upon an examination of the documentary evidence of the Page 14

Bidder's qualifications submitted by the Bidder, pursuant to ITB Clause 2.13 as well as such other information as the Client deems necessary and appropriate. 2.27.3 An affirmative determination will be a prerequisite for award of the contract to the Bidder. A negative determination will result in the rejection of the Bidder's bid, in which event the Client will proceed to the next lowest evaluated bid to make a similar determination of that Bidder's capabilities to perform satisfactorily. 2.27.4 The determination outlined in ITB Clause 2.24 shall also apply in the case of a tally in the valuation of bids. 2.28

Award Criteria 2.28.1 The Client will award Contracts as follows: technically responsive Bids will be ranked on the comparison of evaluated CIF Dar-es-Salaam bid prices, for the 1,440,000 MT which will be the basis for award. 2.28.2 Contract award (s) by the Client will be notified to the successful bidder (s) by fax, followed by registered letter.

2.29

Right to Vary Quantities at Time of Award 2.29.1 The Client reserves the right at the time of contract award to increase or decrease the quantity of goods and services originally specified in the Schedule of Requirements without any change in unit price or other terms and conditions.

2.30

Right to Accept Any Bid or to Reject Any /or all Bids 2.30.1 The Client reserves the right to accept or reject any bid, and to annul the bidding process and reject all bids at any time prior to contract award, without thereby incurring any liability to the affected Bidder or Bidders or any obligation to inform the affected Bidder or Bidders of the grounds for the Client's action.

2.31

Notification of Award 2.31.1 Prior to the expiration of the period of bid validity, the Client will notify the successful Bidder in writing by fax to be accompanied in writing by registered letter, that its bid has been accepted. 2.31.2 The notification of award will not constitute the formation of the Contract. 2.31.3 Upon the successful Bidder's furnishing of the performance Page 15

security pursuant to ITB Clause 2.31.6, the Client will promptly notify each unsuccessful Bidder and will discharge its bid security, pursuant to ITB Clause 2.15. 2.31.4 At the same time as the Client notifies the successful Bidder that its bid has been accepted, the Government will send the Bidder the Contract Form provided in the bidding documents, incorporating all agreements between the parties. 2.31.5 Within seven (7) days of receipt of the Contract Form, the successful Bidder shall sign and date the Contract and return it to the Client. 2.31.6 Within seven (7) days of the receipt of notification of award from the Client, the successful Bidder shall furnish the performance security in accordance with the conditions of Contract, in the Performance Security Form provided in the bidding documents, or in another form acceptable to the Client. 2.31.7 Failure of the successful Bidder to comply with the requirement of ITB Clause 2.31 shall constitute sufficient grounds for the annulment of the award and forfeiture of the bid security, in which event the Client may make the award to the next lowest evaluated Bidder or call for new bids.

Page 16

SECTION Ill: BID DATA SHEET The following specific data for the goods to be procured shall complement, supplement, or amend the provisions in the Instruction to Bidders (ITB). Whenever there is a conflict, the provisions herein shall prevail over those in the ITB.

INTRODUCTION ITB 2.1

The Client is the Ministry of Energy and Water Development on behalf of the Government of the Republic of Zambia.

ITB 2.5

For clarification, the Zambia Public Procurement Authority 's address, telephone, telex and facsimile numbers: The Director General Zambia Public Procurement Authority Red Cross House Los Angeles Boulevard P.O. Box 31009 LUSAKA Telephone No: +260 (211) 250642 Telefax No: +260 (211) 250633

ITB 2.6

Pre –bid meeting to be held on Wednesday 25th November 2009 at 14:30 hrs local time in the Department of Energy Conference Room along Fairley Road Opposite Ministry of Justice, Ridgeway, P.O Box 51254, Lusaka

ITB 2.8

Language of the bid: English

ITB 2.11

The price quoted shall be: CIF Dar-es-salaam

ITB 2.12

Prices shall be quoted in United State Dollars.

ITB 2.15

Bid security shall be US$ 2 million

Page 17

ITB 2.16

Bid validity period: Ninety (90) days

ITB 2.18

Number of copies: One original and four copies

ITB 2.19

Deadline for bid submission is 14.00 hours on Friday, 18 December 2009 Time, date and place for bid opening: Time: 14: 00 hours Zambian Time Date: Friday 18 December 2009 Place: Zambia Public Procurement Authority

ITB 2.22

Conference Room 2nd Floor Red Cross House Los Angeles Boulevard Longacres P.O Box 31009 Lusaka Preliminary Evaluation: Bidders’ eligibility shall be evaluated by examining presence of Documents Establishing their Eligibility and Qualifications including financial, technical and delivery capabilities to perform the contract if its bid is accepted. The documents required will include:

ITB 2.13, 2.15, 2.16 and 2.24

1) Certificate of incorporation; 2) Audited financial statements for the past five (5) financial years, i.e. 2004 to 2008, or 2005 to 2009 3) Company Profile indicating more than 5 years experience in supplying crude oil and/or other petroleum products. Preliminary evaluation will also involve examination of compliance to the required bid validity and bid security.

Page 18

Preliminary Evaluation Criteria shall be as follows: 1

90 Days bid validity

2

Bid security of USD 2 Million

3

Certificate of Incorporation

4

Audited Financial Statements for past five years i.e. 2004 to 2008, or 2005 to 2009

5

Company profile indicating more than 5 yrs experience in crude and/or petroleum supply

Note: Bidders have to meet all criteria to be considered responsive. Bidders not responsive at preliminary stage shall not proceed to the technical stage

TECHNICAL EVALUATION PART I For Part I, bidders will be required to comply with the following qualification requirements and points have been allotted for each item. Bidders will be required to score a minimum of 75 points to be considered for the next stage. The maximum points attainable are presented in the next column.

ITB 2.2

Specific experience on Production, supply, delivery and marketing of bulk petroleum stocks 1 to 2 years 3 to 5 years More than 5 years Bidder must own and operate refinery capacity in excess of 1.4 1 million barrels per day. 1.5 Bidder must produce crude oil in excess of 1 million 1 1.1 1.2 1.3

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Max. Points 75 3 6 12 12 10

barrels per day Bidder must own or time charter in excess of 30 oil tankers 1.6 at any time. Bidder must trade in excess of 2 million metric tons of 1.7 crude oil per month. 1.8 At least five years in crude oil trading experience Key professional staff qualifications and competence 2 for the assignment Oil trading and marketing expert (Minimum Qualifications: at least a Bachelors Degree in Business Administration or Marketing related field with a minimum of 3 years experience in a related field. Additional qualifications in oil procurement and marketing will be an 2.1 added advantage. Logistics Expert (Minimum Qualifications: at least a Bachelors Degree in Economics/ any numerical sciences field. Additional qualifications in an oil transportation and storage or related field will be an added advantage. Candidates should possess a minimum of 10 years 2.2 experience. Financial Analyst: Minimum qualification: at least a Bachelors Degree in Business Administration or Financial related field. Additional qualifications in oil trading and marketing related Accounting will be an added advantage. Candidates should possess a minimum of three (3) years 2.3 experience. Safety Expert: Minimum qualifications: at least a Bachelors Degree in Mechanical Engineering or related field. Additional qualifications in safety issues related to oil transportation and storage will be added advantage. Candidates should possess a minimum of three (3) years 2.4 experience in the field Chemical Engineer: Minimum Qualifications : at least a Bachelors Degree in Chemical Engineering or related field. Experience related to oil quality and standards will be an added advantage. Candidates should possess a minimum of 2.5 tree (3) years experience. TECHNICAL EVALUATION – Part 1I For Part 1I, the client will evaluate the bids based on the responsiveness of the Feedstock they intend to supply in line with the technical specification feedstock indicated in section VII of the solicitation documents. Bidders who do not meet the minimum requirements for this stage shall be deemed non-responsive

10 15 7

Max. Points 25

5

8

7

2

3

Financial Evaluation (ITB 2.25)

Financial evaluation will be based on CIF Dar es Salaam price of the Feedstock consisting of:

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1. FOB price Load port ($/tonne) 2. Premium ($/tonne) 3. Freight ($/tonne) 4. Suppliers Margin ($/tonne) 5. Inspection fee ($/tonne) 6. Insurance to discharge port ($/tonne) 7. Ocean Loses (% of CIF) 8. Financing ($/tonne) 9. Traders margin ($/tonne). Bidders presenting the least cost shall be considered the best evaluated and recommended for contract award.

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SECTION IV: GENERAL CONDITIONS OF CONTRACT

General Conditions of Contract 4.1 Definitions a) "Agent" means TAZAMA Pipelines Limited which, in acting on behalf of the Zambian Government, shall have the responsibility to: communicate to the Supplier and client the cargo composition, specifications and the dates for cargo delivery; monitor movements of the feedstock and ensure compliance by the Supplier to the terms and conditions of the Contract; forecast demand of petroleum products in consultation with the Oil Marketing Companies; and jointly with the Supplier, appoint an independent inspector to ensure acceptable quality of feedstock. b) "Board" means the Zambia Public Procurement Authority as established by the Zambia Public Procurement Act No. 12 of 2008. c) "Cargo" shall mean a consignment of blended feedstock. d) "The Client" means the Ministry of Energy and Water Development acting on behalf of the Government of the Republic of Zambia. e) "The Contract" means the Agreement entered into between the Client and the Supplier, as recorded in the Contract Form signed by the Parties, including all attachments and appendices thereto and all documents incorporated by reference therein. f) "Day" means calendar day. g) "Energy Regulation Board" means the energy sector regulator established under the Energy Regulation Act Chapter 436 of the Laws of Zambia. h) "Feedstock" shall mean either spiked crude oil or a blend of petroleum products and crude oil as specified in the specifications in annex 3 of this contract. i) "FSS" means Feedstock Supply Scheme whereby a Supplier supplies blended petroleum feedstock CIF (Incoterms 2000). j) "GCC" means the General Conditions of Contract contained in this section. k) "The Goods" means Blended Petroleum Feedstock. l) “MT” Means Metric Tonne m) For purposes of this Clause, "origin" means the place where the Goods were mined, grown or produced, or

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from which the Services are supplied. Goods are produced when, through manufacturing, processing, or substantial and major assembly of components, a commercially recognized new product results that is substantially different in basic characteristics or in purpose or utility from its components. The origin of Goods and Services is distinct from the nationality of the Supplier. n) Platts Quotation" shall mean "Platts Crude Oil Marketwire" quotation for crude and condensate and "Platt's Arabian Gulf and Asian Marketscan" quotation for Products wired by McGraw Hill. o) "SCC" means the Special Conditions of Contract. p) "The Services" means those services ancillary to the supply of the Goods, such as transportation and insurance, and any other incidental services, such as installation, commissioning, provision of technical assistance, training and other such obligations of the Supplier covered under the Contract. q) "The Supplier" means the firm or firms supplying the Goods and Services under this Contract. 4.2 Application 4.2.1 These General Conditions shall apply to the extent that they are not superseded by provisions of other parts of the Contract. 4.3 Standards and Composition 4.3.1 The Goods supplied under this Contract shall conform to the standards mentioned in the Technical Specifications attached in annex 1. 4.3.2 Composition for each cargo will be changed in relation to national market demand and refinery requirements and will be communicated to the supplier by the Agent. All Crude Oils, petroleum products, Naphtha and Condensates referred to hereinafter will be of standard export grade as indicated in Annex 1. The Supplier is not limited to these cargo compositions provided the Supplier can prove to the Agent that the market demand and refinery operational needs will be met. This will be through the provision of assays of all components and blending proportions at least 30 days before cargo nomination and shall be subject to the agent’s verification. 4.4 Use of Contract Documents and Information 4.4.1 The Supplier shall not, without the Client’s prior written

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consent, disclose the Contract, or any provision thereof, or any specification, plan, drawing, patterns, sample, or information furnished by the Agent in connection therewith, to any person other than a person employed by the Supplier in the performance of the Contract. Disclosure to any such employed person shall be made in confidence and shall extend only so far as may be necessary for purposes of such performance. 4.4.2 The Supplier shall not, without the Client’s prior written consent, make use of any document or information enumerated in GCC Clause 4.4.1 except for purposes of performing the Contract. 4.4.3 Any document, other than the Contract itself, enumerated in GCC Clause 4.4.1 shall remain the property of the Client and shall be returned (all copies) to the Government on completion of the Supplier's performance under the Contract if so required by the Client. 4.4.4 The Auditor General’s Office shall have access to all books, records, papers, reports and other documents relating to this supply contract as set out in Section 8 of the Public Audit Act, Chapter 378 of the Laws of Zambia. 4.5 Performance Security 4.5.1 Within seven (7) days of receipt of the notification of Contract award, the Supplier shall furnish to the Client the performance security in the amount specified in SCC clause 5.4. 4.5.2 The proceeds of the performance security shall be payable to the Client as compensation for any disruption in fuel supply resulting from the Supplier's failure to complete its obligations under the Contract. 4.5.3 The performance security shall be denominated in the currency of the Contract or in a freely convertible currency acceptable to the Client and shall be in one of the following forms: a) A bank guarantee or an irrevocable letter of credit issued by a reputable bank located in the Republic of Zambia in a form acceptable to the Client; or b) A bank certified cheque.

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4.5.4 The performance security will be discharged by the Client and returned to the Supplier not later than thirty (30) days following the date of completion of the Supplier's performance obligations under the Contract, including any warranty obligations, unless specified otherwise in SCC. 4.6 Inspection of Goods 4.6.1 The Agent shall have the right to inspect and or to test the Goods to confirm their conformity to the Contract specifications. SCC and the Technical Specifications shall specify what inspections and tests the Client requires and where they are to be conducted. 4.6.2 The inspections and tests may be conducted on the premises of the Supplier or its subcontractor(s), at point of loading, and/or at the Goods' final destination. If conducted on the premises of the Supplier or its subcontractor(s), all reasonable facilities and assistance, including access to drawings and production data, shall be furnished to the inspectors by the supplier. 4.6.3 Should any inspected or tested Goods fail to conform to the Specifications, the Client may reject the Goods, and the Supplier shall be liable for any damage arising thereof. 4.6.4 The Client’s right to inspect, test and, where necessary, reject the Goods after the Goods' arrival in the Client’s country shall in no way be limited or waived by reason of the Goods having previously been inspected, tested, and passed by the Client or its representative prior to the Goods' shipment from the country or origin. 4.6.5 Nothing in GCC Clause 4.5 shall in any way release the Supplier from any warranty or other obligations under this Contract.

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4.7 Delivery of Goods 4.7.1 Delivery of the Goods shall be made by the Supplier in accordance with the estimated time of arrival and quantities specified by the Agent. The details of shipping and or other documents to be furnished by the Supplier are specified in SCC clause 5.7. 4.8 Insurance of Goods 4.8.1 The Goods supplied under the Contract shall be fully insured in a freely convertible currency against loss or damage incidental to manufacture or acquisition, transportation, storage, and delivery in the manner specified in the SCC. 4.9 Cost 4.9.1 The Supplier is required under the Contract to deliver the Goods on CIF (Incoterms 2000) Dar-es-Salaam. 4.10

Methods and Conditions of payment 4.10.1 The method and conditions of payment to be made to the Supplier under this Contract are specified in SCC clause 5.9.

4.11

Variation of Contract 4.11.1 No variation in or modification of the terms of the Contract shall be made except by written amendment signed by the parties.

4.12

Contract Assignment 4.12.1 The Supplier shall not assign, in whole or in part, its obligations to perform under this Contract, except with the Client’s prior written consent.

4.13

Subcontracts 4.13.1 The Supplier shall notify the Client in writing of all subcontracts awarded under this Contract if not already specified the letter of offer. Such notification, in the original letter of offer, shall not relieve the Supplier from any liability or obligation under the Contract. 4.13.2 Subcontracts must comply with the provisions of GCC Clause 4.4.

4.14

Failure to Deliver 4.14.1 If at any time during performance of the Supplier or its Page 26

subcontract(s) should encounter conditions impeding timely delivery of the Goods and performance of Services, the Supplier shall promptly notify the Government in writing of the fact of the delay, its likely duration and its cause(s). As soon as practicable after receipt of the Supplier's notice, the Government shall evaluate the situation and may at its discretion extend the Supplier's time for performance, with or without liquidated damages, in which case the extension shall be ratified by the parties by amendment of Contract. 4.14.2 Except as provided under GCC Clause 4.14, a delay by the Supplier in the performance of its delivery obligations shall render the Supplier liable to the imposition of liquidated damages pursuant to GCC Clause 4.15 unless an extension of time is agreed upon pursuant to GCC Clause 4.13.1 without the application of liquidated damages. 4.14.3 Subject to GCC Clause 4.14, if the Supplier fails to deliver any or all of the Goods or to perform the Services within the period(s) specified in the Contract, the Supplier shall, without prejudice to this or other remedies under the Contract, forfeit the bid security in which event the Government may terminate the Contract. 4.15

Termination of Contract 4.15.1 The Client, without prejudice to any other remedy for breach of Contract, by written notice of default sent to the Supplier, may terminate this Contract in whole or in part: a) if the Supplier fails to deliver feedstock cargo or cargoes within the period specified in the Contract, or within any extension thereof granted by the Government pursuant to GCC Clause 4.14.1, or b) if the Supplier fails to perform any other obligation(s) under the Contract. c) if the Supplier becomes bankrupt or otherwise insolvent. In this event, termination will be without compensation to the Supplier, provided that such termination will not prejudice or affect any right of action or remedy which has accrued or will accrue thereafter to the Government.

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4.15.2 In the event the Client terminates the Contract in whole or in part, pursuant to GCC Clause 4.15.1, the client may procure, upon such terms and in such manner as it deems appropriate, Goods or Services similar to those undelivered, and the Supplier shall be liable to the Client for any excess costs for such similar Goods or Services. However, the Supplier shall continue performance of the Contract to the extent not terminated. 4.15.3 Either party may terminate this Contract subject to giving a written notice of 45 (forty five) days. 4.16

Forfeiture of Performance Security 4.16.1 Notwithstanding the provisions of GCC Clauses 4.6, 4.13 and 4.15, the Supplier shall not be liable for forfeiture of its performance security, liquidated damages, or termination for default if and to the extent that it’s delay in performance or other failure to perform its obligations under the Contract is the result of an event of Force Majeure as indicated in GCC clause 4.17.

4.17

Force Majeure 4.17.1 For purposes of this clause, "Force Majeure" means an event beyond the control of the Supplier and not involving the Supplier's fault or negligence and not foreseeable. Such events may include, but are not restricted to, acts of the Client in its sovereign capacity, wars or revolutions, floods, epidemics, quarantine restrictions, and freight embargoes. 4.17.2 If a Force Majeure situation arises, the Supplier shall promptly notify the Client in writing of such condition and the cause thereof. Unless otherwise directed by the Client in writing, the Supplier shall continue to perform its obligations under the Contract as far as is reasonably practical, and shall seek all reasonable alternative means for performance not prevented by the Force Majeure event.

4.18

Arbitration 4.18.1 The Client and the Supplier shall make every effort to resolve amicably by direct informal negotiation any disagreement or dispute arising between them under or in connection with the Contract. 4.18.2 If, after thirty (30) days from the commencement of such informal negotiations, the Client and the Supplier have been unable to resolve amicably a Contract dispute, either party may require that the dispute be referred for resolution to the Page 28

formal mechanisms specified in SCC clause 5.15. 4.19

Language of Contract 4.19.1 The Contract shall be written in the language specified in SCC Clause 5.16. The version of the Contract written in the specified language shall govern its interpretation. All correspondence and other documents pertaining to the Contract which are exchanged by the parties shall be written in the same language.

4.20

Governing Law 4.20.1 The Contract shall be interpreted in accordance with the laws of the Republic of Zambia.

4.21

Notices and Communication 4.21.1 Any notice given by one party to the other pursuant to this Contract shall be sent to the other party in writing and sent through courier, post or fax to the other party's address specified in SCC clause 5.17. 4.21.2 A notice shall be effective when delivered or on the notice's effective date, whichever is later.

4.22

Foreign Taxes 4.22.1 A foreign Supplier shall be entirely responsible for all taxes, stamp duties, license fees and other such levies imposed outside the Agent's country.

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SECTION V: SPECIAL CONDITIONS OF CONTRACT Table of Clauses

Clause

Page

5.1 Definitions (GCC Clause 4.1) ...................................................... 29 5.3 Country of Origin ............................. ……………………………30 5.4 Performance Security (GCC Clause 4.5) ...................................... 30 5.5 Inspections and Tests (GCC Clause 4.6) ........ , ............................ 30 5.7 Delivery and Documents (GCC Clause 4.7) ................................. 31 5.8 Insurance (GCC Clause 4.8)......................................................... 35 5.9 Payment (GCC Clause 4.10). ............ ... ....................................... 35 5.10 Prices ..................................................... ................................... 35 5.11 Contract Amendment (GCC Clause 4.11) .... .. ........................... 36 5.12 Assignment (GCC Clause 4.12) ................................................. 36 5.13 Termination for Default (GCC Clause 4.15)............................... 36 5.14 Force Majeure (GCC Clause 4.17) …………………………. …36 5.15 Resolution of Disputes (GCC Clause 4.18) ................................ 37 5.16 Governing Language (GCC Clause 4.19) ................................... 37 5.17 Notices (GCC Clause 4.21) ........................................................ 37

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Special Conditions of Contract

The following Special Conditions of contract shall supplement the General Conditions of Contract. Whenever there is a conflict, the provisions herein shall prevail over those in the General Conditions of Contract. The corresponding clause number of the GCC is indicated in parenthesis.

5.1 Definitions (GCC Clause 4.1) a) "Agent" means TAZAMA Pipelines Limited which, acting on behalf of the Zambian Government, shall have the responsibility to: communicate to the Supplier and client the cargo composition, specifications and the dates for cargo delivery; monitor movements of the feedstock and ensure compliance by the Supplier to the terms and conditions of the Contract; forecast demand of petroleum products in consultation with the Oil Marketing Companies; and jointly with the Supplier, appoint an independent inspector to ensure acceptable quality of feedstock. b) "Board" means the Zambia Public Procurement Authority as established by the Zambia Public Procurement Authority Act (No. ……..). c) "Cargo" shall mean a consignment of blended feedstock. d) "The Client" means the Ministry of Energy and Water Development acting on behalf of the Government of the Republic of Zambia. e) "The Contract" means the Agreement entered into between the Client and the Supplier, as recorded in the Contract Form signed by the Parties, including all attachments and appendices thereto and all documents incorporated by reference therein. f) "Day" means calendar day. g) "Energy Regulation Board" means the energy sector regulator established under the Energy Regulation Act Chapter 436 of the Laws of Zambia. h) "Feedstock" shall mean either spiked crude oil or a blend of petroleum products and crude oil as specified in the specifications in annex 3 of this contract. i) "FSS" means Feedstock Supply Scheme whereby a Supplier supplies blended petroleum feedstock using its own financing CIF (Incoterms 2000). j) "GCC" means the General Conditions of Contract contained in this section. Page 31

k) "The Goods" means Blended Petroleum Feedstock. l) “MT” Means Metric Tonne m) For purposes of this Clause, "origin" means the place where the Goods were mined, grown or produced, or from which the Services are supplied. Goods are produced when, through manufacturing, processing, or substantial and major assembly of components, a commercially recognized new product results that is substantially different in basic characteristics or in purpose or utility from its components. The origin of Goods and Services is distinct from the nationality of the Supplier. n) Platts Quotation" shall mean "Platts Crude Oil Marketwire" quotation for crude and condensate and "Platt's Arabian Gulf and Asian Marketscan" quotation for Products wired by McGraw Hill. o) "SCC" means the Special Conditions of Contract. p) "The Services" means those services ancillary to the supply of the Goods, such as transportation and insurance, and any other incidental services, such as installation, commissioning, provision of technical assistance, training and other such obligations of the Supplier covered under the Contract. q) "The Supplier" means the firm or firms supplying the Goods and Services under this Contract. 5.2 Application. 5.2.1 The following Special Conditions of contract (hereinafter referred to as “SCC”) shall supplement the General Conditions of Contract. Whenever there is a conflict, the provisions herein shall prevail over those in the General Conditions of Contract. The corresponding clause number of the GCC is indicated in parenthesis. 5.3 Country of Origin 5.3.1 All countries that have goods of the required specifications. 5.4 Performance Security (GCC Clause 4.5) 5.4.1 The amount of performance security, shall be: Ten Million United States Dollars (US$10,000,000.00) 5.5 Inspections and Tests (GCC Clause 4.6) 5.5.1 Inspections at Port of Loading: Quantity and quality determination at the loading port and unloading port shall be carried out by Independent Inspectors. Samples of individual feedstock components of 2.5 litres each and a Page 32

composite sample of 5 litres for each cargo should be provided. Reports of Independent Inspectors at the loading and unloading port shall be binding on both the Client and the Supplier. Laboratory tests of the samples must confirm compliance with specifications in Section 7 of this document. Apart from the spot inspection report by fax or telex, original and two copies of the detailed inspection report must be sent to the Government within 14 days from the date offloading. 5.6 Independent Inspector 5.6.1 The Supplier and Client shall appoint a mutually acceptable Independent Inspector to assess the quality and quantity of products at the port of loading and discharge. The inspection costs will be equally shared by the Client and the Supplier. Sealed samples of the cargo loaded should be supplied to the Tanker master for delivery to the Agent and the Supplier will advise the Client and Agent by Fax within 24 hours of vessel loading the load port, quantity and quality. 5.6.2 The inspection in the discharge port will be used to confirm that there has been no unacceptable deviation in quantity and quality prior to discharge. The independent inspector's report shall be binding on both parties. 5.6.3 The Independent Inspector shall take, seal and retain representative samples of the cargo for a period of at least 180 days, and such samples shall be recognised as representative should subsequent retesting be necessary to resolve disputes. 5.6.4 The results of the above mentioned discharge port inspections will serve as the basis for claims against the Supplier in the event of unacceptable deviations. To the extent that any deviations in quality affect issues of safety or merchant ability of the cargo, in the Agent’s judgement, the Client reserves the right to refuse to allow discharge and any costs for delay in or disruption of discharge for these reasons will serve as a basis for claims against the Supplier.

5.7 Delivery and Documents (GCC Clause 4.7)

5.7.1 Quantities and Shipment: 5.7.1.1

The quantity of Blended Feedstock covered in the Contract shall be 1,260,000MT plus or minus 10% in 60,000 MT to 90,000 MT cargo lots from January 2009. The period of supply can be

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reviewed in consultation with the client. 5.7.2 Vessel Nomination: 5.7.2.1 In respect of each delivery under the Contract, the Supplier shall nominate in writing to the Client and Agent a vessel complying with such limitations as are contained in the Contract not later than 10 days before the vessel is to be loaded. Such nominations shall specify: a) Name and nationality of the vessel; b) Pumping capability and other particulars; c) Load port( s) and loading date range; d) Estimated time of arrival at the discharge port; and e) Quantity of crude and products to be loaded as per Clause 4 above. 5.7.2.2 The Supplier's nomination must be for vessels within highest Lloyd's class fit in all aspects to accomplish the voyage to discharge port. The vessel should not be more than 15 years old so as to avoid old age premium. 5.7.2.3 The Client will accept or reject the nomination promptly after receipt thereof so that the delivery schedule may be agreed promptly, but acceptance may not be reasonably withheld. If the Supplier substitutes for the nominated vessel another vessel and it differs materially from that originally nominated, the Agent will accept or reject such substitute nomination within two days from the day following receipt thereof. 5.7.2.4 Mid sea trans-shipment is not permitted. 5.7.3 Documentation a) Commercial invoice detailing FOB, freight, insurance, premium and loss elements separately. b) Documents of title (original Bill of Lading). c) Insurance certificate. d) Certificate of origin. e) Master's receipt of sealed samples of crude, Condensate and products loaded including clean Bill of Loading. f) Certificate of quality and quantity. g) Master's receipt of documents. Page 34

h) Ship's cargo manifest. i) Any other documents agreed upon between the Agent and the Supplier. 5.7.4 Lay Time: 5.7.4.1 The laytime at the discharge port of Dar-Es-Salaam shall be 36 running hours plus 6 hours from tendering of notice readiness, Saturdays, Sundays and holidays included unless specifically excluded by law. Berthing permitted only between 06.00 and 14.00 hours. Unberthing at any time. The Supplier agrees to provide through the Master of the vessel by cable the estimated time of arrival in the discharge port 72, 48 and 24 hours prior to the vessel's arrival. No time shall count against laytime or, if the vessel is on demurrage, for demurrage when spent or lost: a) due to breakdown, inefficiency or other cause attributable to the vessel and or owners; b) as a result of stoppage by strike or restraint of labour of the vessels; and handling c) slops or ballast. 5.7.5 Demurrage 5.7.5.1 Demurrage shall be to the account of the Supplier except in cases where delays are caused by the Client. 5.7.6 Risk and Title: 5.7.6.1 In respect of each delivery the Agent shall assume Title and all risks, including loss, damage, deterioration, contamination or evaporation when the feedstock passes the Flange of the TAZAMA Tank Farm. The insurance of feedstock against marine and all risks up to the flange of the TAZAMA Tank Farm including contamination, deterioration, leakages, evaporation, losses and shortages exceeding 0.5% of B/L quantity shall be effected by the Supplier.”

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5.7.7 Contract Validity and Delivery Terms: 5.7.7.1 The period of contract will be from the date of contract signing to the delivery of 1,440,000 MT of petroleum feedstock plus or minus 10%. 5.7.7.2 The first shipment should be supplied by the supplier in Dar-Es-Salaam by 1st January 2009. 5.7.7.3 The first cargo composition will be confirmed by the agent at the time of Contract Signatures subject to receipt of complete feedstock component assays. 5.7.7.4 The frequency of shipments will be as advised by the agent. This notice of shipment will be monthly and at least 30 days before delivery. 5.7.8 Destination Port: Dar-es-Salaam 5.7.8.1 The following discharge facilities apply at the Single Point Mooring (SPM), Mjimwema Bay, Dar-EsSalaam. Tank Size (Tonnage): Max 125,000 MT SDWT Min 60,000 MT SDWT Overall Length: Min 650 FT (198.12 Meters) Distance from ships manifold to bow: Max. 130 meters Min 115 Meters 5.7.8.2 Tanker lay off time: Berthing permitted between 06.00 14.00 hours. Unberthing at any time. 5.7.8.3 Pre-conditions for tanker handling: a) Inert gas system operative. b) ADK bow stopper for SPM 3 inch (76 mm) mooring chain. c) Maximum Draught. 16.75 Meters (55 FT) d) Provision for taking segregated ballast. 5.7.9 Origin of Feedstock: 5.7.9.1 Origin of crude oil and each product loaded and in the tanker should be indicated by the Supplier.

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5.8 . Insurance (GCC Clause 4.8) 5.8.1 The Supplier shall effect "All Risks" insurance for one hundred and ten percent (110%) of the ClF value of the Goods up to TAZAMA Tank Farm in Dar es Salaam. 5.9 . Payment (GCC Clause 4.10) 5.9.1 The supplier shall be paid by the Agent for feedstock delivered on presentation of invoice ninety (90) days after the date of delivery of each cargo in Dar es Salaam. 5.9.2 The Agent shall remit all proceeds from sale of petroleum products processed from feedstock delivered into an escrow account which will be used to pay the supplier as indicated in clause 5.9.1 above.

5.10

Prices 5.10.1 The CI F price(s) quoted by the supplier hereunder shall be inclusive of FOB price (5 days arithmetical average of Platts quotations based on Bill of Lading date, two days before and two days after. In the event of Non-publication of the Platts price on the Bill of Lading date, three consecutive quotes immediately prior to the Bill of Lading date and two consecutive quotes immediately after the Bill of Lading date will be considered to arrive at the unit price, fixed ocean freight, harbour fees, inspection costs, fixed insurance up to discharge port, premium, financing cost and losses as quoted in the letter of offer. 5.10.2 The price payable by the Buyer shall be determined using the detailed pricing structure that was agreed between the Supplier and Client and is shown in Appendix IV. This pricing structure will be applied during the contract period. 5.10.3 The FOB prices indicated in the detailed pricing structure will be based on the following: For GASOIL deliveries: The FOB price will be based on Gasoil 0.5% Sulphur “FOB Arabian Gulf” as published by Platts European Marketscan. For CONDENSATES/ NAPHTHA deliveries: The FOB price will be based on Naphtha “FOB Arabian Gulf” as published by Platts European Marketscan. For CRUDE OIL deliveries: Page 37

The FOB price will be based on the respective crude oil quotations as quoted in Platts Crude Oil Marketwire.

5.10.4 If the price publication is delayed for a period of more than one week the FOB price basis should be discussed and mutually agreed upon between the Client and Supplier loading.

5.11

Contract Amendment (GCC Clause 4.11) 5.11.1 The Contract can only be modified by written instrument dully executed by authorised representatives of the parties. Failure to insist upon strict performance of any provisions of the Contract shall not constitute a waiver or estoppel against the right to require such performance, nor shall a waiver or estoppel in one case constitute a waiver or estoppel with respect to a later breach, whether of similar nature or otherwise.

5.12

Assignment (GCC Clause 4.12) 5.12.1 The Contract may not be assigned by either party without prior written consent of the other. 5.12.2 The Client shall appoint an Agent whose role shall be recognised by both parties and shall include: 1) communicate to the Supplier and client the cargo composition, specifications and the dates for cargo delivery; 2) monitor movements of the feedstock and ensure compliance by the Supplier to the terms and conditions of the Contract; 3) forecast demand of petroleum products in consultation with the Oil Marketing Companies; and 4) jointly with the Supplier, appoint an independent inspector to ensure acceptable quality of feedstock.

5.13

Termination for Default (GCC Clause 4.15) 5.13.1 If the Supplier fails to supply feedstock within the specified period in the contract, the Agent shall have the option to call on the performance security, nominate another delivery period or terminate the Contract.

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5.14

Force Majeure (GCC Clause 4.17) 5.14.1 For purposes of this clause, "Force Majeure" means an event beyond the control of the Supplier and not involving the Supplier's fault or negligence and not foreseeable. Such events may include, but are not restricted to, acts of the Client in its sovereign capacity, wars or revolutions, floods, epidemics, quarantine restrictions, and freight embargoes. 5.14.2 If a Force Majeure situation arises, the Supplier shall promptly notify the Client in writing of such condition and the cause thereof. Unless otherwise directed by the Client in writing, the Supplier shall continue to perform its obligations under the Contract as far as is reasonably practical, and shall seek all reasonable alternative means for performance not prevented by the Force Majeure event.

5.15

Resolution of Disputes (GCC Clause 4.18) 5.15.1 The dispute resolution mechanism to be applied pursuant to GCC Clause 4.18 shall be as follows: All disputes arising in connection with the contract shall be finally settled under the laws of the Government of the Republic of Zambia or under United Nations Commission on International Trade Law (UNCITRAL) Arbitration Rules.

5.16

Governing Language (GCC Clause 4.19): 5.16.1 The Governing Language shall be: English

5.17

Notice (GCC Clause 4.21) 5.17.1 Any communications by either party to the other shall be made in the manner prescribed here-in-under. If no specific manner is provided for, it shall be sufficiently made if sent by post postage paid, or by telegraph, or fax to the address of the other party specified for this purpose here-in-under and shall, unless otherwise provided herein, deemed to have been made on the day on which such communication ought to have been delivered in due course of postal, telegraphic, telex or fax communication, depending on the means used. 5.17.2 Client’s address for notice purposes: The Permanent Secretary Ministry of Energy and Water Development P.O BOX 36079, Lusaka, 10101, ZAMBIA

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5.17.3 Agent's address for notice purposes: The Managing Director INDENI Petroleum Refinery Company Limited P.O BOX. 71869 Ndola, 10101, ZAMBIA Fax: +260 2 655177/655191 Tel: +260 2 655325-9 5.17.4 Suppliers Address for Notice Purposes



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SECTION VI: SCHEDULE OF REQUIREMENTS 6.1 1. The blended petroleum feedstock required will be approximately 1,440,000 MT plus or minus 10% supplied by the Supplier. The reference mix and equivalent compositions based on current market demand have been set out in the Invitation to Bid. The Supplier should ship this quantity in cargo lots of 60,000 to 90,000 MT plus or minus 10% on buyer’s option. 6.2 2. Conversion Factors The standard conversion factors for the crude oils, condensates and products involved are given below: 6.2.1 Crude Oils

Bbl/MT

Arab Light .....................7.33 Iran Light .......................7.33 Arab Medium .................7.21 Iran Heavy .....................7.21 6.2.2 Condensates

Bbl/MT

Margham ......................8.10 Sharja.............................7.99 Northfield ......................8.12 6.2.3 Products

Bbl/MT

Naptha ..........................8.75 DPK ...............................8.00 Gasoil ............................7.50 6.3 3. Contract Validity and Delivery Terms 6.3.1 The period of contract will be Two (2) years from the date of award. 6.3.2 The first shipment should provisionally be in Dar-Es-Salaam by 1st day of January 2009. 6.3.3 The first cargo composition and delivery date range will be notified at the time of Contract Signatures. 6.3.4 The frequency of shipments will be approximately once every eight (8) weeks or as determined by the Agent for a 90,000 MT cargo.

Page 41

SECTION VII SPECIFICATIONS 7.1 FEEDSTOCK SPECIFICATIONS CHARACTERISTICS Density at 150 C (Min/ Max) API Gravity Barrel per Tonne

UNITS

MURBAN

ARAB LIGHT

ARAB MEDIUM

IRANIAN HEAVY

IRANIAN LIGHT

OMAN

NORTHFIELD CONDENSATE

Kg/m3

826-830

850-870

860-880

860-880

840-860

858-865

760-780

-

39.72-38.90

34.89-31.06

32.85-29.21

32.96-29.21

36.87- 32.85

33.33- 32.00

54.62-49.83

7.629-7.592

7.413-7.424

7.326-7.160

7.326-7.160

7.501-7326

7.344-7.284

8.293-8.080

2

-

15.4

-

-

-

-

-

2

3.33

5.5

9.76

10.6

8.13

8.66

1.02

2

2.53

0

7.17

8.67

4.37

7.23

C

-6

-33

-67

-15

-18

-30

Reid Vapour Pressure at 37.80 C

kPa

35.31

35.99

36.81

38.04

41.61

35.47

34

Total Sulphur

%Wt

0.8

1.840

2.5

1.85

1.5

1.09

0.25

Mercaptane Sulphur

ppm

23

0

42

47

52

34

679

Hydrogen Sulphide

ppm

0

0.5

3

0

2

0

13

Acidity

mg KOH/g

0.06

0.07

0.2

0.14

0.1

0.34

0.06 max

Nickel

ppm

4

6

11

25.5

14

8

0

Vanadium

ppm

7

23

35

82

39

14

0.1

% Vol

0.2

0.2

0.2

0.2

0.2

0.2

0.2

Salt Content

lb/ 1000 BBL

-

<6.0

-

7

-

-

-

Salt Content

%Wt

0.002

0.002

0.003

0.002

0.002

0.002

-

Coraddson Carbon Residue (CCR)

%Wt

-

4.5

-

6.55

4.14

-

-

Asphaltene Content in Residue at 3750 C

%Wt

0.84

1.6

5.45

4.96

2.66

1.1

0

Viscosity at 20 C 0

Viscosity at 37.8 C 0

Viscosity at 50 C Pour Point

Water and Sediments (Max)

mm /s mm /s mm /s 0

Page 42

7.1 FEEDSTOCK SPECIFICATIONS CHARACTERISTIC

UNITS

GASOIL

HEAVY NAPTHA

MIN

MAX

Carbon Residue 10% Bottoms

%Wt

-

0.1

Density at 150 C

Kg/m3

820

870

730-750

API

40.98

31.06

62.27-57.1

Barrel per Tonne

7.885

7.242

8.635-6.404

-

4.5

-

Colour ASTM

-

3.5

-

Corrosion: Cu Strip, 3 hrs @ 2120 F

-

1

-

50

-

-

90

-

-

230-375

230-375

80-180

C

60

-

-

% Wt

0.2

0.5

0.04

Viscosity at 400C

cst

2

5.5

-

Reid Vapour Pressure at 37.80 C

kPa

-

-

13.6

%Vol

-

0.05

-

Mg KOH/g

-

0.1

-

Cloud Point

0

C

Cetane Index Distillation at 3600 C

%Vol

Distillation (BP Cut) Flash Point Total Sulphur

Water by Distillation Acidity

0

Page 43

7.2: INDENI YIELD DATA

The Configuration of the INDENI Petroleum Refinery is as follows:

UNIT

MIN/MAX

Topping

85/135 m3/hr

Overhead

30/60 m3/hr

Platform Reforming

18.5/37 m3/hr

Vacuum

8/16 m3/hr

Asphalt

2/3 m3/hr

The monthly market demand (expected yield) from the Refinery is as indicated below:

Product

MT

%WT

LPG GAS

900

1.5%

Premium

13,499.36

22.50%

Kerosene/ JET A1

4,925.94

8.21%

Gas oil

29,626.86

49.38%

Page 44

Fuel Oil

5,047.24

Refinery Consumption Losses 6,000

Page 45

8.41% 10.00%

SECTION VIII: SAMPLE FORMS 8.1. Bid Form

To:

Date:

___________________

IFB NO.:

___________________

Permanent Secretary Miniostry of Energy and Water Development Lusaka Zambia

Gentlemen and/or Ladies: Having examined the bidding documents, the receipt of which is hereby duly acknowledged, we, the undersigned, offer to supply and deliver in conformity with the said bidding documents at a cost as may be ascertained in accordance with the Schedule of Prices attached herewith and made part of this Bid. We undertake, if our Bid is accepted, to deliver the goods at our own cost in accordance with the delivery schedule specified in the Schedule of Requirements. If our Bid is accepted, we will obtain the guarantee of a bank in a sum of 10% for the due performance of the Contract, in the form prescribed by the Agent. We agree to abide by this Bid for a period of (90) days from the date fixed for Bid opening under Clause 2.16 of the Instructions to Bidders, and it shall remain binding upon us and may be accepted at any time before the expiration of that period. Until a formal Contract is prepared and executed, this Bid, together with your written acceptance thereof and your notification of award, shall constitute a binding Contract between us. We understand that you are not bound to accept the lowest or any bid you may receive.

Dated this _____________________ day of __________________ 2007. ________________________________

_____________________________

[signature]

[in the capacity of]

Duly authorized to sign Bid for and on behalf of _____________________________

Page 46

8.2: PRICE SCHEDULE

Name of Bidder

1 Description

IFB 'Number

2 Country of Origin

3 Quantity (tonnes)

Page of

4 FOB Price ($/tonne)

5

6

Freight ($/tone)

7

Premium ($/tonne)

Insurance up to Dar es salaam ($/tonne)

l

10

11

12

13

14

Financing Costs ($/tonne)

Inspection fee ($/tonne)

Suppliers Margin ($/tonne)

Traders Margin ($/tonne)

TOTAL $/tonne

Signature of Bidder:

Note: In case of discrepancy between unit price and total, the unit price shall prevail.

Page 47

8 Ocean Losses (%CIF)

8.3. BID SECURITY FORM

Whereas [name of the Bidder] (hereinafter called "the Bidder") has submitted its bid dated [date of submission of bid] for the supply and delivery of Blended Petroleum Feedstock (hereinafter called "the Bid"). KNOW ALL PEOPLE by these presents that WE [name of bank] of [name of country], having our registered office at [address of bank] (hereinafter called "the Bank"), are bound unto the Government of the Republic of Zambia (hereinafter called "the Client") in the sum of………for which payment well and truly to be made to the said Agent, the Bank binds itself, its successors, and assigns by these presents. Sealed with the Common Seal of the said Bank this…..day of………..2009. THE CONDITIONS of this obligation are: 1. If the Bidder withdraws its Bid during the period of bid validity specified by the Bidder on the Bid Form; or 2. If the Bidder, having been notified of the acceptance of its Bid by the Agent during the period of bid validity: a) fails or refuses to execute the Contract Form, if required; or b) fails or refuses to furnish the performance security, in accordance with the Instructions to Bidders; We undertake to pay to the Agent up to the above amount upon receipt of its first written demand, without the Agent having to substantiate its demand, provided that in its demand the Client will note that the amount claimed by it is due to it, owing to the occurrence of one or both of the two conditions, specifying the occurred condition or conditions. This guarantee will remain in force up to and including thirty (30) days after the period of bid validity, and any demand in respect thereof should reach the Bank not later than the above date.

[signature and seal of the bank]

Page 48

8.4. CONTRACT FORM THIS AGREEMENT made the day of 2009 between the INDENI Petroleum Refinery Company Limited (hereinafter called "the Agent") of the one part on behalf of the Government of the Republic of Zambia and [name of Supplier] of [city and country of Supplier] (hereinafter called "the Supplier") of the other part: WHEREAS the Agent invited bids for certain goods and ancillary services, viz., supply and delivery of Comingled Petroleum Feedstock under the Feedstock Supply Scheme and has accepted a bid by the Supplier for the supply of those goods and services. NOW THIS AGREEMENT WITNESSETH AS FOLLOWS: 1. In this Agreement words and expressions shall have the same meanings as are respectively assigned to them in the Conditions of Contract referred to. 2. The following documents shall be deemed to form and be read and construed as part of this Agreement, viz.: a) the Bid Form and the Price Schedule submitted by the Bidder; the Schedule of Requirements; b) the Specifications; c) the General Conditions of Contract; d) the Special Conditions of Contract; and e) the Agent's Notification of Award. 3. The Supplier hereby covenants with the Agent to provide the goods and services in accordance with the Feedstock Supply Scheme and to remedy defects therein in conformity in all respects with the provisions of the Contract. 4. The Agent hereby covenants to discharge its responsibilities under the Fuel Supply Scheme as outlined in the Contract. IN WITNESS whereof the parties hereto have caused this Agreement to be executed in accordance( with the applicable Zambian Law) their respective laws the day and year first above written. Signed, Sealed and delivered by…………………………

(for the agent)

Signed, Sealed and delivered by…………………………

(for the supplier)

Page 49

8.5 PERFORMAMNCE SECURITY FORM To:

The Permanent Secretary Ministry of Energy and Water Development LUSAKA ZAMBIA

WHEREAS [name of Supplier] (hereinafter called "the Supplier") has undertaken, in pursuance of Contract No. [reference n umber oft he Contract] dated 2007 to supply

hereinafter called "the Contract").

AND WHEREAS it has been stipulated by you in the said Contract that the Supplier shall furnish you with a bank guarantee by a reputable bank for the sum specified therein as security for compliance with the Supplier’s performance obligations in accordance with the Contract. AND WHEREAS we have agreed to give the Supplier a guarantee: THEREFORE WE hereby affirm that we are Guarantors and responsible to you, on behalf of the Supplier, up to a total of [amount of the guarantee in words and figures], and we undertake to pay you, upon your first written demand declaring the Supplier to be in default under the Contract and without cavil or argument, any sum or sums within the limits of [amount of guarantee] as aforesaid, without your needing to prove or to show grounds or reasons for your demand or the sum specified therein. This guarantee is valid until the ………. Day of… ………. 2009

Signature and seal of Gaurantors

[name of bank or financial institution]

[address] [date]

Page 50