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INVITATION FOR TENDER PRE-QUALIFICATION FOR THE SUPPLY OF AN INTEGRATED CONTROL AND SAFETY SYSTEM PACKAGE (ICSS) FOR OML 130 - EGINA FIELD DEVELOPMENT (EGI/C118)

1. Introduction Total Upstream Nigeria Limited (TUPNI), operator of the OML 130, invites interested and reputable Contractors with suitably qualified employees, equipment, premises and relevant experience to apply for pre-qualification for consideration to tender for Basic and detailed Engineering, Procurement, Construction, Supply and assistance to Commissioning and Installation (EPCC) of an Integrated Control and Safety System (ICSS) package for integration within a Floating Production Storage & Offloading (FPSO) unit. Only capable and reputable Contractors with a proven track record and suitable and relevant experience of similar nature and size are invited to apply for pre-qualification. The Egina field is located offshore Nigeria at 200 km from the coast and has a water depth of 1,600 metres. The Egina Facilities include six (6) Subsea Production manifolds, a net-work of flow-lines and risers, a Floating Production Storage and Offloading unit (FPSO) and an Oil Offloading Terminal. The EPC contract of the Egina ICSS is planned to be awarded during the 2nd half of the 2009 year, with a delivery of the packages to the FPSO fabrication Yard Site, for its integration, no later than 2 years after the contract award. 2. Brief description of the work scope: Contractor shall, among others, provide the management, engineering, procurement and supply, assembly, testing FAT, packing, shipping, delivery and commissioning SFAT, of the ICSS unit together with provision of Services to COMPANY test, and transportation to the FPSO construction Yard. In addition, Contractor will have: - to provide assistance during the pre-commissioning on FPSO Yard Site and during the commissioning and start up Offshore - to supply spare parts for the start-up and 2-years running The ICSS Equipment Package with an ICSS I/O summaries of 6800 I/O - for the TOPSIDES 4800 I/O - for the HULL The ICSS will consist of the following subsystems and associated networks: - ESD system (Emergency Shut-down System), - FGS (Fire and Gas System), - PSS (Process Safety System), - PCS (Process Control System) includes Overall Control Well and Risers (OCWR) - Interfaces with Process & Utilities Packages (P3, P2,P1) - Interfaces with External Systems, including interface with Subsea Control System (SCS), - HMI (Human machine interface), - PDS (Process Data Server), - OFMS (Overall Flow Metering System), - IMS (Instrument Maintenance System), - OTS (Operator Training Simulator) 3. Pre-qualification Documents 3.1 General Submission To qualify for consideration, Contractors are required to supply two (2) sets of the following documentation, with the specific chapters separated by dividers, in the same order as set out here below (a) to (l): A) A cover letter summarizing the contents of the pre-qualification document. B) Details of company's Health, Safety and Environmental Policy and Programme together with HSE Management System. HSE considerations on site, and throughout the requirement are part of Contractor's responsibility and Contractor must have proven methods for eliminating risks associated with its own scope of services and at interfaces with others. These methods must be clearly indicated. C) Safety records detailed for accidents, injuries, damages and summarised for nearmisses and LTI's for the past three (3) years. D) Copy of Department of Petroleum Resources (DPR) Certificate of Registration for year 2008 or 2009, or evidence of renewal, relevant to the scope of work herein described. E) Details of Contractor's Community Affairs Policy and Programme and records, including copy certificates, awards and the like, for the past three (3) years. F) Quality Assurance System certified ISO 9000 or equivalent for operations and maintenance, and relevant to the scope of work herein described. G) Details of relevant verifiable experience of similar scope of work as described herein that Contractor has undertaken in the last three (3) years, inside and outside Nigeria. H) (i) Demonstration of Contractor's ability to carry out the scope of work as described in paragraph 2 herein. (ii) Provide details of Contractor's Yard, Quaysides, Workshops, Base Facilities, Engineering Offices, Offices, Warehouses, Factories, Equipment and the like required to carry out the scope of work as described herein. (iii) Submit a resources capacity plan and forecast, covering years 2010 to 2014, demonstrating that at present Contractor has sufficient needs to carry out the scope of work as described herein. Reference of three of Contractor's major customers, where similar a scope of work has been completed, who can be contacted for information and reference. Contractor's audited accounts for the past three (3) years and, if relevant, Nigerian tax clearance certificates. All relevant information concerning contacts: representative's name telephone number, facsimile machine number and e-mail address. Additional Technical Information Evidence of capabilities for post delivery service support.

I) J) K) L)

3.2 - Nigerian Content In line with the Federal Government of Nigeria Directives on Nigerian Content target of 70% by year end 2010 and TUPNI general contracting-out policy to maximise Nigerian content on the Egina Project, tenderers are to include in their bids a Nigerian Content Plan on how they shall meet this requirement. (a) Evidence of Contractor's registration in Nigeria (certificate of incorporation). (b) Contractor's general structure and organisation, including names and curricula vitae of key personnel, indicating Nigerian Nationals on the Contractor's Board, and identifying, relevant to the scope of work herein described, two Nigerian Director's. (c) In case of a joint venture or partnership with another contractor provide a copy of the agreement or memorandum of understanding together with a description of the interest of each of the participants and the role of each shall play in the carrying out of the scope of work herein described. (d) Describe the locations of Contractor's Management Offices, Engineering Offices, Fabrication Workshop and/or Yards, Procurement Centre or Centre of Core Business activities in Nigeria (relevant to the scope of work described herein). (e) Nigerian Employment - Location in Nigeria of Top Management Representation as related to the Organisation Chart and identified as such, - Skilled Nigerian staff (relevant to the work advertised) as related to the Organisation Chart and identified as such, - Unskilled Nigerian staff (relevant to the work advertised) as related to the Organisation Chart and identified as such, - Specialist of highly skilled Nigerian staff (relevant to the work advertised) as related to the Organisation Chart and identified as such. (F) List the elements of the scope of work to be performed, carried out or purchased in Nigeria. (G) Provide Contractor's Policy for Training and Development of Nigerians (relevant to the work advertised), including past achievements. (h) Provide Contractor's Plan for the understudying by Nigerians of Expatriates with a programme for promotion and evidence of past training and integration of Nigerians into the Contractor's organisation. (i) Provide Contractor's Plan for complying with the target of 70% Nigerian Content (relevant to the work advertised) by the end of the year 2010. Non compliance with Nigerian Content will constitute reason not to pre-qualify Contractor. 4. General Failure to provide any of the listed documents or information may automatically disqualify the Contractor. Notwithstanding the submission of requested forms to TUPNI, TUPNI is neither committed nor obligated to include any Contractor on any bid lists or award any form of contract to any Contractor and/or associated companies, subcontractors or agents. This notice and the ensuring qualification process neither creates any commitment by TUPNI nor establishes any legal relationship with TUPNI. All costs incurred as a result of this Prequalification invitation and any subsequent requests for information shall be for the responding Contractors' account. Special Note: 1. Please visit the NipeX Portal at www.nipexng.com for this Advert and other information. 2. Suppliers are expected to have attained the "Published" status in the NJQS database to be eligible for this exercise. Application forms are available at www.nipexng.com

5. Submission of Pre-Qualification Documents The pre-qualification documents (two paper copies and two CDs) should be sealed and marked 'Pre-qualification for the EPC of an ICSS EGINA PROJECT EGI/C118' and delivered either by hand or by courier service to reach the address given below not later than Thursday, June 4, 2009. Attention : EGINA CONTRACTS MANAGER Total Upstream Nigeria Limited 3rd Floor, Churchgate Towers, Afribank street, Victoria Island, Lagos.

Please note that this is not an invitation to tender. Full tendering procedure will be provided only to Contractors that have been successfully pre-qualified through this advertisement and may include a safety / technical audit to determine those suitable to provide the scope of work described herein.

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