Call-off Contract for Provision of Marine Gas Oil & Services

Contract Reference Number: MEX-E7697-2019

Attachment B – Instructions to Bidders

CFB: MEX-E7697-2019

THE PROVISION OF MARINE GAS OIL & SERVICES

REPSOL EXPLORACIÓN MÉXICO S.A. DE C.V.

ATTACHMENT B - INSTRUCTIONS TO BIDDERS

Page 1 of 7
Call-off Contract for Provision of Marine Gas Oil & Services
Contract Reference Number: MEX-E7697-2019
Attachment B – Instructions to Bidders

1. Definitions

For the purposes of this Call for Bid the following definitions are used:

“Bid” shall mean the priced proposal to be submitted to the Company hereunder for the
performance of the specified scope of work through the corresponding bid system.

“Bidder” shall mean an entity which submits a Bid in response to this Call for Bid.

“Call for Bid (CFB)” shall mean all documents incorporated or referenced in the CFB herein.

“OFAC” shall mean Office of Foreign Assets Control [Oficina de Control de Activos Extranjeros]

“Procurement Guidelines” shall mean the Procurement Guidelines for Services and Goods for
the Exploration and Production Contracts and Petroleum Entitlements, issued by the Ministry of
Finance on November 28, 2015.

“SFP Banned Companies list” shall means the list published by the Mexican Ministry of Public
Affairs (SFP), which contains the companies, which are banned from contracting, or submitting
proposals to any bidding process.

Bidder is requested to examine the CFB documents and to comply with the instructions to
Bid in the preparation and submission of the Bid.

If the Bid does not comply strictly with the Instructions to Bid, the Bid shall be disqualified.

2. Company Representative

Company Representative for all issues will be Rafael Marquez with email as follows:
licitaciones.repsolmexico.ep@repsol.com

All the communications shall be requested by email, referencing CFB MEX-E7697-2019 and
addressed to URGAL, Alejandro and Rafael MARQUEZ
licitaciones.repsolmexico.ep@repsol.com from Procurement and Contracts Department and the
address mentioned in the Letter of Invitation.

Bid shall be submitted in English.

3. Bid acceptance

3.1. Bid closing date is as mentioned in the Letter of Invitation. Bids received after the Bid
closing date will be rejected.

3.2. Failure to meet said date and time will result in the Bid being disqualified. An eventual
extension to the Bid date and/or time will be clearly notified by the Company to
Bidders in writing.

3.3. Failure to meet Company’s bidding requirements, including the presentation, date
and time will result in the invalidity of the Bid and the Company will proceed to return
it to the Bidder.

Page 2 of 7
Call-off Contract for Provision of Marine Gas Oil & Services
Contract Reference Number: MEX-E7697-2019
Attachment B – Instructions to Bidders

3.4. Company reserves the right to accept, reject or declare void any or all Bids and to
accept a Bid other than the lowest Bid.

4. Bid submission. System in Repsol:

4.1 By Electronic System named “SRM”:

Bidders proposals (Technical and Commercial) shall be submitted via the Repsol Tender System
(SAP SRM), No 8100330105 with reference to CFB no. MEX-E7697-2019 (this reference number
to be communicated by Company).

5. Documents to be enclosed with the Bid.

The inclusion of any commercial or pricing details within a technical Bid may invalidate the
entire Bid and Bidder shall be disqualified.

Technical BID
Section 3 Scope of Work (technical proposal)
Requirements CVs; Track record for the Provision of Marine Gas Oil & Services proposed,
both worldwide and for operations in Mexico; Information about bidder’s
facilities in Mexico.
Attachment A Letter of acknowledgment. Needs to be filled out.*
Attachment C Cover Letter. Needs to be filled out.*
Attachment D Confidentiality Agreement. Needs to be filled out. *
Attachment E SAP Registration. Needs to be filled out.*
Attachment F Clarifications and Exceptions (if applicable)
Attachment G Auto qualification tax questionnaire. Needs to be filled out.*
Attachment H Contract
Commercial BID
Section 4 Remuneration. Needs to be filled out.*

Copies of these documents must be submitted electronically as latest version of Microsoft Word
2010 document (or later version) and/or Excel 2010 document (or a later version).

Note: These documents have been provided to Bidders in an electronic format in order to comply
with this requirement.

(a) Bid proposal submitted shall constitute a firm offer and be valid for one hundred and eighty
(180) calendar days from the Bid Due Date (the “Bid Validity Period”). The Bid Validity
Period shall be extended if requested by Company.
(b) In preparing the Bid proposal, Bidder may assume that the award of the Contract will occur
within the Bid Validity Period; however, the Company shall have the right to request an
extension to the Bid Validity Period to meet with the internal review and award process.
Such request shall not be unreasonable withheld by the Bidder.

6. Confirmation to Bid and Tender

Page 3 of 7
 Call-off Contract for Provision of Marine Gas Oil & Services
Contract Reference Number: MEX-E7697-2019
Attachment B – Instructions to Bidders

Bidders shall confirm their participation (“Attachment A”) in the bidding process in
reference not later than three (3) Days after CFB is received.

Confirmation to Bid shall be sent to Rafael Marquez and Alejandro Urgal

licitaciones.repsolmexico.ep@repsol.com,

The following tentative schedule shall apply to this CFB:

Due Date Description Comments

19/08/2019 Call for Bid Issued by Company via SRM (or email)

20/08/2019 Letter of Acknowledgment It has been already received.

20/08/2019 Bidder shall submit any question related to the

Bid clarification and question period
28/08/2019 CFB Package through mail.
Company shall answer all questions deemed
20/08/2019 Answers to the requested
necessary to prepare the correct Bid to all
28/08/2019 clarifications and questions
Bidders before the specified Due Date
Bid closing date 02/09/2019 at 23:00 hours
02/09/2019 Bid Due Date
Local Time Madrid (UTC +1).

7. Bid Process communication

During the Bid process all communications with Company must be via official clarification request
to the Purchasing & Contracts department by mail; In order to comply with the Procurement
Guidelines principles of transparency, maximum publicity, equality, competitiveness and clarity the
Bidder is prohibited to contact the Company representatives directly or indirectly by phone or any
other means. The Bidder adheres to the code of ethics described in the draft contract.

1. Company will have no obligation to accept the lowest or any Bid submitted hereunder, and
shall not be held liable for any expenses incurred in the preparation or submittal of Bids or
any subsequent discussion and/or negotiations.

2. The Bid form shall be signed only by the authorized legal representatives of the bidders, the
names and titles of those signing shall be typed beneath their usual signatures. Likewise the
Bidders shall attach to their Bids the power of attorney that evidences the authority of their
legal representatives. Along with the power of attorney of the legal representative, the Bidders
shall enclose a letter under oath (Affidavit) that such power of attorney has not being revoked
or modified in any sense at the time of this CFB.

3. Any Bidder notified by Company that its Bid has been rejected, shall securely destroy the
CFB documents within the next seven (7) calendar days after the notification of the rejection,
apprising Company of this action in writing.

4. Bidder shall take no advantage of any apparent errors or omissions in the CFB document. In
the event that Bidder notices any such errors or omissions, Bidder shall immediately notify
Company via email to Rafael MARQUEZ and Alejandro Urgal
licitaciones.repsolmexico.ep@repsol.com.

Page 4 of 7
Call-off Contract for Provision of Marine Gas Oil & Services
Contract Reference Number: MEX-E7697-2019
Attachment B – Instructions to Bidders

5. Company’s Terms and Conditions

5.1 Bid should be based on the Company Terms and Conditions.
5.2 Any relevant and genuine Technical or Commercial exceptions made thereto
by Bidder, shall be submitted in the form attached hereto (“Attachment F”).
Bidders must be aware that a high number of exceptions will have a negative
impact on Bidders rating on the evaluation of its Bid.

8. Proposed Subcontractors

Bidder shall provide details of all proposed subcontract work including the names of proposed
subcontractors and giving suitable alternative subcontractors in each case together with the
precise details of the work to be carried out by each subcontractor and their experience in the
performance of such work. Experience shall be evidenced by copies of the contracts entered by
said subcontractors in the previous three years from the date of this Bid. Company reserves the
right at all times by any official means to approve or reject Contractor subcontractor(s).
Company will not accept and shall reject Bids from any Company that is included in OFAC banned
Companies list or in the SFP Banned Companies list.

9. Submission format

Company will only accept commercial proposals submitted in the format provided by the
Company. Bidder shall fill out the “Section 4 – Remuneration” document by respecting
the original format and submit it through the bid system mentioned in these instructions. Any
additional information Bidder would like to provide shall be added in that document. Proposals
submitted in other formats different from those established in the CFB will be rejected.

10. Alternative Bid

Bidders may submit alternative proposals or specifications, in addition to those required by the
Company, only when the Company has previously approved this submission, and when then
Bidder considers that such alternative will be a technical, commercial, economic or operational
improvement with respect to the Company’s original specification. Such alternative proposals
shall be clearly identified to this CFB and clearly indicate and justify all technical, commercial,
economic or operational benefits over the specification required by Company. The Alternative Bid
shall be submitted though the SRM in order to be considered valid.

11. Planning
a. Bidder shall provide in its Bid, details of all current and future work commitments
(including current Bids) for other clients that would be carried out concurrently with
the execution of subject services.
b. Bidder shall demonstrate in its Bid its ability to staff up, on a rapid basis if required,
and to provide an experienced service team as may be the case.

12. It is Bidder responsibility to ensure that it has received all the documents listed in the CFB
and that each document is complete in the number of pages and the reproduction of each
page.

Page 5 of 7
Call-off Contract for Provision of Marine Gas Oil & Services
Contract Reference Number: MEX-E7697-2019
Attachment B – Instructions to Bidders

13. Should you wish to discuss any aspect of the Call for Bid, communicate any discrepancies in
the Call For Bid, or clarify any doubt as to the meaning thereof, you should proceed to deliver
notification, via e-mail to Rafael MÁRQUEZ rafael.marquez@repsol.com and Alejandro Urgal
aurgall@repsol.com.

14. Any interpretation or clarification of or change to this CFB will be made only by a written
addendum issued to each Bidder and shall become part of this Invitation to Bid. No other
interpretation, clarification or explanation shall be valid.

15. Unless expressly specified otherwise, rates and prices must be inclusive of all costs to the
Company, applicable taxes and be fixed and firm for the duration of the Contract.

16. The awarded Bidder will be required to enter into a legally binding Provision of Marine Gas
Oil & Services agreement with the Company. The Provision of Marine Gas Oil & Services
agreement will be prepared by the Company based on the terms and conditions contained in
Global Framework Agreement Services documents and will embody the terms of this CFB
and any other terms and conditions specified and agreed upon during any subsequent
negotiations or clarifications. Should Bidder have any qualification or exceptions to the
agreement terms and conditions proposed, they should be noted in the Word document table
in Attachment F on a line by line basis of your Bid submission. If Bidder has no qualifications
or exceptions please indicate “none” in the Word table document and sign in the space
provided at the bottom of the page. Failure to reveal your qualifications or exceptions at this
stage in the bidding process may result in your Bid being disqualified.

17. Company shall not be responsible for any direct or indirect costs or losses or expenses
incurred by the Bidder in the preparation and submission of the Bid. All such costs shall be
borne solely by the Bidder.

18. Bid Guarantee (N/A)

19. Bids will be opened and evaluated in accordance with Company’s established policies, the
Procurement Guidelines and the terms of the Exhibit [7] of the Exploration and Production
Contract procedures and evaluation criteria. These criteria shall include but not be limited to:

a. Overall best value to the Company over the total life of the contract.
b. Environmental and safety record and operating standards.
c. The Bidder’s ability to commence and terminate the services on the date required.
d. Lowest total cost.
e. Flexibility and responsiveness.
f. A proven track record and experience with a similar scope of work in a similar
operating environment.
g. An established management organization with appropriate technical leadership and
expertise to meet or exceed the level of service required.
h. Demonstrable continuous improvement capabilities.
i. Financial Strength and Stability.
j. Employee relations philosophy and record, policies, training and development.
k. Other forms of value-added services/products that the Bidder can provide.
l. Conformance with the requirements of the CFB.
m. Synergy and cost saving opportunities with other operators.
n. National Content.

Page 6 of 7
Call-off Contract for Provision of Marine Gas Oil & Services
Contract Reference Number: MEX-E7697-2019
Attachment B – Instructions to Bidders

20. Tiebreaker criteria

Pursuant to article 35 of the Procurement Guidelines, in the event that the Company receives
proposals from two or more Bidders, which having been evaluated by Company, such proposals
are deemed by Company to be equivalent in Quality (including Technical and Health, Safety,
Environmental analyses), Quantity, Availability, and Price, the Company shall select the Bidder
having the highest proportion of National Content.

21. National Content

As part of their technical proposal Bidder shall present and detail the National Content they
anticipate to use during the execution of the Contract.

22. Dispute Resolution

Any dispute arising related to the interpretation or validity of this bidding process will be submitted
to arbitration procedure. Unless the parties agree in writing the contrary, the arbitration shall be
conducted in accordance with the LCIA Rules by a panel of 3 (three) arbitrators. The Party
initiating the arbitration procedure shall designate one arbitrator; the other party will have a term
of ten (10) business days to designate its arbitrator. The arbitrators selected by the Parties will
appoint a third arbitrator within 15 (fifteen) days after the selection of the second arbitrator. If
either party does not appoint an arbitrator, or if the Arbitrators selected by the parties do not reach
an agreement regarding the third arbitrator, then the LCIA Court will appoint the missing arbitrator.

The place of arbitration shall be London, England.

The language to be used in the arbitration procedure will be English.

The law of England shall applies to this Call for Bid, excluding any choice of law rules which would
refer the interpretation to the laws of another jurisdiction other than England.

Page 7 of 7