Tender (ITT) No. DCC-10-071

for the Supply of

FREIGHT FORWARDING SERVICES

Sonangol Pesquisa E Produção S.A.

("COMPANY")

TABLE OF CONTENTS

SECTION / TITLE
1.0 / Part 1: Instructions to Tender
Part 2: Form of Tender
2.0 / Scope of Services
3.0 / Unit Rate Prices & Reimbursables
4.0 / Health Safety & Environment
5.0 / General Terms and Conditions
6.0 / Contractor Exceptions

SECTION 1

PART 1

INSTRUCTIONS TO TENDERS

1.  GENERAL

This Invitation to Tender (hereinafter “ITT”) is issued by SONANGOL PESQUISA E PRODUÇÃO S.A. (hereinafter referred to as COMPANY) for the provision of Freight Forwarding Services

TENDERER is required to check the contents of the ITT documents to ensure that there are no omissions or discrepancies therein. TENDERER’s Rates and Prices shall take account of all matters contained in the ITT documents.

In addition to the examination of the ITT documents, each TENDERER shall make whatever arrangements are necessary to become fully informed regarding all existing and future risks, conditions, matters, regulations and codes which might in any way affect the cost or the performance of the work. Any failure to investigate fully the foregoing conditions shall not relieve the TENDERER from the responsibility for estimating properly the difficulty or cost of successfully performing the work.

2.  REQUIRED COMMENCEMENT DATE

The successful TENDERER will be expected to have all of its resources in place in order to commence the Work on January 1st, 2011.

3.  SUBMISSION OF TENDER

In order to comply with COMPANY Procedures and minimize the time required for the evaluation of Tenders, TENDERER must submit their bid strictly in accordance with the following format:

All tenders should be sent in a SEALED PACKING either by courier, registered post or hand delivered prior to the closing date indicated in the Letter of Invitation to Tender securely sealed and in the format shown in Section 1, Part 2 “Form of Tender”.

On the external of the SEALED PACKING Tender shall be marked as follows:

SONANGOL PESQUISA E PRODUÇÃO S.A.

Torres Atlântico, 10th Floor

Avenida 4 de Fevereiro No. 197

Ingombotas

LUANDA

REPUBLIC OF ANGOLA

TENDER DOCUMENT

NOT TO BE OPENED

TENDER REFERENCE: DCC-10-071

SERVICES: Freight forwarding services

For The Attention of: Mr. António Feijó.

TENDERER to submit:

1. One (1) complete original and two (2) copies of Priced Tender marked: COMMERCIAL

2. One (1) complete original and two (2) copies of Un-priced Tender marked TECHNICAL

3. The soft copies of the tender would be forwarded on two (2) CDs, includes with:

(i)  A complete priced Tender (COMMERCIAL); and

(ii)  A complete un-priced Tender (TECHNICAL); and

(iii)  All price information required to be in Microsoft Excel Format.

Qualifications will not be accepted unless the TENDERER specifically identifies in writing those items that are to be treated as exceptions and the cost implications to COMPANY of accepting such qualifications.

TENDERER shall give the full legal name and registered address of its COMPANY and shall sign, date with the usual signature of the person or persons authorised to legally bind the TENDERER.

TENDERER is responsible for all its costs and expenses incurred in the preparation, delivery and clarification of its tender.

The tender and any supporting information shall be in the English language.

4.  COMMUNICATIONS

All communications associated with this tender enquiry shall be directed to:

SONANGOL PESQUISA E PRODUÇÃO S.A.

Torres Atlântico, 10th Floor

Avenida 4 de Fevereiro No. 197

Ingombotas

LUANDA

REPUBLIC OF ANGOLA

All technical and Contractual communications associated with this tender enquiry shall be directed to:

Attention: Daniel Watele

Tel: 244 226 650 222

Email:

Cc: Nelson Barros

Tel: 244 2266 50221

Email:

5.  CLARIFICATIONS

All requests for clarifications or interpretations must be submitted no later than seven (7) working days prior to the specified tender closing date. All responses to requests for clarification or technical information will be copied to all TENDERERS.

TENDERERS are advised that COMPANY prefers e-mail as the method for submitting Tender requests for clarifications or interpretations.

6.  ACKNOWLEDGEMENT

TENDERER shall acknowledge receipt of this ITT and confirming the participation or not by notifying via email to Mr. Daniel Watele, email: and copy to no later than November 10th, 2010. In the event that you do not acknowledge receipt of this ITT it may be assumed COMPANY that you do not wish to tender.

7.  TENDER VALIDITY

Tenders shall be valid for a minimum period of no less than one hundred and twenty (120) days from the closing date.

8.  COMMERCIAL

TENDERER will submit prices in US Dollars ($), which will remain firm and fixed for the duration of the Contract.

For the avoidance of doubt, payment of invoices shall be made within forty five (45) days of date of receipt of a correctly presented invoice and payment shall be subject to written release of the subject material by the nominated inspection authority and delivery of all documentation required.

Prior to the commencement of the Contract, the successful TENDERER must supply evidence of all insurance policies required under the Contract for approval by COMPANY.

9.  TECHNICAL

TENDERER is requested to design and propose a fit for purpose solution that is commercially competitive and complete for the specified characteristics as more particularly described in the Scope of Work hereof.

10.  CONTRACTUAL

COMPANY wishes to make it clear that it intends its business dealings to be characterized by honesty and integrity, freed from deception and fraud. COMPANY will not accept illegal, dishonest or unethical behaviour whatsoever. Practices that COMPANY considers illegal, dishonest or unethical may include but may not be limited to fraud, deception, clandestine brokering, sharing of tender information, collusion for the purpose of corrupting a competitive tender, and payments, gifts, or entertainment from suppliers and/or TENDERER to COMPANY its affiliates, conveners, its and their staff, agents and representatives.

Where the COMPANY becomes aware of such illegal, dishonest or unethical behaviour, the outcome, potentially, for the TENDERER concerned is disqualification.

11.  ALTERNATIVE OFFERS

COMPANY encourages TENDERERS to highlight possibilities to optimize the supply of equipment and services either in a commercial or technical way. Such would include instances where TENDERERS can show that commercial benefits can be achieved through changes to scope of work whilst ensuring that the technical integrity of the equipment or services are of a quality satisfactory to the COMPANY and are fit for their intended purpose. As such TENDERERS wishing to submit an alternative tender, in addition to that requested herein, are encouraged to do so as a separate and identifiable package clearly stating any and all commercial or other benefits that the COMPANY may enjoy.

12.  CONFIDENTIALITY

All TENDERERS (whether their tender is accepted or not) and all recipients of specifications and documents (whether they submit a tender or not) shall treat the contents of this document and attachments hereto as private and confidential and will not disclose any such contents to any third party without the prior written consent of the COMPANY.

13.  TENDER ACCEPTANCE

COMPANY does not undertake to accept the lowest priced or any tender and reserves the right, at its sole discretion, to accept or reject any or all tenders.

The receipt of any tender shall not constitute any agreement between the COMPANY and the TENDERER.

The acceptance of any tender shall be conditional upon the TENDERER satisfying any technical or commercial audit conducted by COMPANY or its representatives. COMPANY reserves the right to reject any tender where the TENDERER fails to meet COMPANY’s technical standards.

All tenders received shall be deemed to be the TENDERERS only and final offer, and any unsolicited re-tenders, of any kind, will not be considered and may result in TENDERER’s disqualification from this and/or future Invitation to Tenders.

14. REJECTION OF TENDER

Tenders submitted after the date and time for submission of tenders as stated in the ITT letter or any permitted extension thereto may not be considered.

Failure to complete properly the tender documents and comply with all requirements as detailed in the ITT documents may result in the rejection of the tender.

15. EVALUATION OF TENDERS

COMPANY evaluation of tenders will be based upon detailed analysis of all aspects with particular emphasis upon the following,

i.  Rates and Prices included in the submission.

ii.  Technical experience and proven record of past performance for similar projects.

iii.  Safety, health and environment, operating and quality procedures

iv.  Programme and method statements

v.  Personnel and equipment resources

vi.  Local Content

TENDERER shall note that COMPANY may require interviews with TENDERER’s Key Personnel prior to award.

16. COMPANY PROVIDED INFORMATION

COMPANY does not warrant the accuracy or adequacy of the information contained in this Tender Enquiry and accepts no liability for same except as explicitly provided for in the CONTRACT.

All shortcomings identified in terms of the specification of this ITT must be corrected at TENDERER’s expense prior to commencement of operation.

Page 7 of 76

SECTION 1

PART 2

FORM OF TENDER

The submitted Tender shall be accompanied with a letter Nº 2 in the format shown in this Section 1 Part 2.

TENDERER shall submit its tender in the format shown in attachments 1 to 11 of this Section 1 Part 2.

Page 7 of 76

LETTER 1 – CONFIRMATION/DECLINE LETTER

MR. ANTÓNIO FEIJÓ

DIRECTOR OF PROCUREMENT AND CONTRACTS

SONANGOL PESQUISA E PRODUÇÃO S.A.

Torres Atlântico, 10th Floor

Avenida 4 de Fevereiro No. 197

Ingombotas

LUANDA, REPUBLIC OF ANGOLA

INVITATION TO TENDER – Reference # DCC-10-071

Provision of FREIGHT FORWARDING SERVICES

SONANGOL PESQUISA E PRODUÇÃO S.A.

CONFIRMATION OF INTENT/DECLINATION* TO TENDER AND CONFIDENTIALITY UNDERTAKING

We acknowledge receipt of your Invitation to Tender Ref. DCC-10-071 dated 5 November 2010, and hereby undertake, represent and warrant that we shall:

1. Hold as strictly confidential all information contained in the Invitation to Tender Documents and ensure that the same shall not be divulged by ourselves, our servants or agents to any third party (including prospective SUBCONTRACTORS/vendors) save to the extent necessary for the preparation of our Tender and then only on the basis that the recipient of such information shall be bound by confidentiality undertakings equivalent to those undertaken by ourselves;

2. Not reproduce the Invitation to Tender Documents without the prior written consent of Sonangol Pesquisa e Produção S.A., and then only to the extent necessary for the preparation of our Tender and subject to all recipients thereof being bound by confidentiality undertakings equivalent to those undertaken by ourselves; and

3.  Return the Invitation to Tender Documents and any copies to the above address at the request of Sonangol Pesquisa e Produção S.A.

*We confirm that we intend to supply a Tender for the work and shall submit our Tender in accordance with your instructions.

*We hereby inform you that we will not be submitting a Tender as per your invitation.

*Delete as necessary

Yours sincerely

[Name of Invitee]

LETTER 2 - FORM OF ACCOMPANYING LETTER TO SUBMIT A TENDER

MR. ANTÓNIO FEIJÓ

DIRECTOR OF PROCUREMENT AND CONTRACTS

SONANGOL PESQUISA E PRODUÇÃO S.A.

Torres Atlântico, 10th Floor

Avenida 4 de Fevereiro No. 197

Ingombotas

Luanda, republic of angola

INVITATION TO TENDER – Reference # DCC-10-071

Provision of FERIGHT FORWARDING SERVICES

SONANGOL PESQUISA E PRODUÇÃO S.A.

With reference to your Invitation to Tender Ref. DCC-10-071 dated 5 November 2010, we hereby confirm the following:

Having examined the Tender documents for the provision of the above-mentioned work, we offer to perform such work as defined in the said Tender documents at the sums, rates and prices stated in Tender Attachment 1- Remuneration.

We confirm that we have fully satisfied ourselves as to the extent and nature of the work to be provided and enclose ONE (1) PRICED ORIGINAL, TWO (2) PRICED COPIES and ONE (1) ORIGINAL, TWO (2) UNPRICED COPY and 2 CDs of our Tender as described in and required by Sonangol Pesquisa e Produção’s Invitation to Tender letter.

We understand that you are not bound to accept the lowest or any tender you may receive. We also understand that any costs incurred by us in the course of preparation of this Tender, are entirely for our own account.

We confirm that we have taken account of your tender clarifications(s) issued during the tendering. We agree to keep this offer open for a period of one hundred twenty (120) days from the latest date fixed for receiving the same and it shall remain binding upon us and may be accepted at any time before the expiration of this period.

We confirm that we are/are not (*) a subsidiary of a Parent COMPANY and as such can/shall not (*) provide a Parent COMPANY Guarantee.

We agree to attend such meetings deemed necessary and to provide such clarification information as COMPANY may require prior to a Contract award.

* TENDERER to delete

Yours faithfully

Signature

Name (Block Capitals)

Duly authorised to sign tenders for and on behalf of

(Block Capitals)

Address:

Registered Office:

Registered Nº:

Date

N.B. In the case of a joint venture agreement, where the joint venture is not yet finalised, an authorised signature should be provided from each party to the joint venture.


Tender Attachment 1 - Remuneration

All rates and prices shall be deemed to be fully inclusive of all taxes including but not limited 5.25 % for the Industrial Tax ("Imposto Industrial"), and in addition the Compulsory Contribution of 0.5% for Education of Angolan Oil Industry Personnel (total withholding 5.75%) and also the importation and exportation fees.

The work will be all encompassing and your services would be provided to the minimum extent, standards and levels, contained therein, on a turnkey basis. Accordingly, the successful TENDERER shall provide everything necessary in terms of expertise, manpower, equipment, materials, consumables, licenses, etc. to carry out and complete the work. The rates shall include all related costs but not limited to travelling/moving, overtime, benefits, salaries, individual income taxes, maintenance, spare parts and transportation. Salary package for the TENDERER’s personnel must comply with Angolan law.

Notwithstanding any personnel identified by COMPANY herein, TENDERER shall propose its minimum requirement for personnel in order that the Services may be performed to the industry standard.