Naval

A ACQUISITION OF FOUR (04) VERY LARGE CRUDE CARRIERS (VLCC) FROM 299.000 DWT TO 320.000 DWT OF SECOND HAND WITH LESS THAN 2 YEAR OLD: THROUGH FINANCIAL RENTAL CONTRACT (LEASING) OR SIMILAR SCHEME

N B-080-13 -131
Page 1 of 27

PROCESS SPECIFICATION

ACQUISITION OF FOUR (04) VERY LARGE CRUDE CARRIERS (VLCC) FROM 299.000 DWT TO 320.000 DWT OF SECOND HAND WITH LESS THAN 2 YEAR OLD: THROUGH FINANCIAL RENTAL CONTRACT (LEASING) OR SIMILAR SCHEME

PDVSA NAVAL, S.A.

1. SPECIFICATION CONTENT

THIS SPECIFICATION ESTABLISHES THE REQUIREMENTS FOR THE ACQUISITION OF FOUR (04) VERY LARGE CRUDE CARRIERS (VLCC) FROM 299.000 DWT TO 320.000 DWT OF SECOND HAND WITH LESS THAN 2 YEAR OLD: THROUGH FINANCIAL RENTAL CONTRACT (LEASING) OR SIMILAR SCHEME, THAT WILL BE CARRIED OUT IN FAVOR OF PDVSA S.A, HEREINAFTER CALLED THE CONTRACTING" AS WELL AS THE TERMS AND GENERAL CONDITIONS AND CONTRACTUAL PROVISIONS CONCERNING THIS PROCESS IN GENERAL THE SPECIFICATION INCLUDES:
CONTEXT 1. Tender Subject 2. Applicable Regulations 3. General Conditions for the Tender 4. Procurement Execution Time 5. Clarification to the Content of the Process Specification 6. Language of Bids and Communications 7. Validity Period of the Bids 8. Currency for Bids 9. Changes to the Process Specification 10. Documents Included in the Bids 11. Submission of Documentation 12. Criteria for Evaluation of the Bids 13. Award Criteria 14. Causes to declare it Desert 15. Bids Rejection Criteria 16. Deadline for the signing of the Contract 17. Confidentiality Agreement

sHEET 4 4 4 4 4 5 5 5 5 5 6 6 7 8 8 8 8

18. ENVELOPE

N 1

ANNEX A Requirements for Commercial and Legal Rating of the Vessel-owner and Technical Rating of the Vessel. Form A.1. Model for Declaration of Willingness to Participate:

FORM A.2. AFFIDAVIT. FORM A.3. DOCUMENT PROVING EMPOWERMENT OF THE PERSON 9-16 SIGNING THE BID. FORM A.4. LETTER OF COMMITMENT FOR THE PRESENTATION OF THE BID FOR THE VESSEL THROUGH A FINANCIAL RENTAL CONTRACT (LEASING) WITH PURCHASE OPTION. FORM A.5. LETTER OF COMMITMENT FOR THE PRESENTATION OF THE BID FOR THE VESSEL THROUGH A FINANCIAL RENTAL CONTRACT (SIMILAR SCHEME TO LEASING) WITH PURCHASE OPTION.
Criteria and Matrix for Technical and Financial Assessment.

19. ENVELOPE

N 2

ANNEX B Requirements for Economical Rating, Technical and Financial Rating of the offer. Form B.1. Presentation Letter for Economical Bid Form B.2. Presentation Letter for Economical Bid (similar scheme to Leasing)

17 -24 PRESENTATION OF THE TECHNICAL AND FINANCIAL BID CRITERIA FOR ECONOMICAL, TECHNICAL AND FINANCIAL ASSESSMENT OF THE OFFER.
Matrix for Technical and Economical Assessment of the Bid. Sheet with Technical Specifications of the Vessel. Form B.3. Payment schedule table of the Economical Bid. Contract Draft.

1. TENDER SUBJECT

THE SUBJECT OF THIS TENDER IS ACQUISITION OF FOUR (04) VERY LARGE CRUDE CARRIERS (VLCC) FROM 299.000 DWT TO 320.000 DWT OF SECOND HAND WITH LESS THAN 2 YEAR OLD: THROUGH FINANCIAL RENTAL CONTRACT (LEASING) OR SIMILAR SCHEME, THROUGH THE APPLICATION OF THE LAW ON PUBLIC PROCUREMENT OF THE BOLIVARIAN REPUBLIC OF VENEZUELA IN FORCE AND ITS REGULATIONS, DECREES, RESOLUTIONS AND THE INTERNAL REGULATIONS OF PDVSA.
2. APPLICABLE RULES This contract process shall be governed by the provisions of: Law of Public Procurement, published in Official Gazette of the Bolivarian Republic of Venezuela N 39.503 dated 06/09/2010 and by the approval of Regulation of Public Procurement Law, published in Official Gazette N 39.181 dated 19/05/2009. Internal Regulations of PDVSA: Corporate Manual for Procurement of PDVSA and its Subsidiaries, Administrative Guides and Guidelines Emanating for Corporate Management for Procurement. 3. GENERAL CONDITIONS FOR THE TENDER

NATURE OF PROCUREMENT:
Good.

RATING MECHANISM: SINGLE ACT OF ENVELOPES RECEPTION WITH DELAYED OPENING MODALITY OF PAYMENT: THE VESSEL-OWNER SHOULD PRESENT A FINANCIAL RENTAL CONTRACT (LEASING) WITH PURCHASE OPTION FOR EACH ONE OF THE OPTIONS: FROM 1 TO 4 VESSELS. THE FINANCIAL RENTAL CONDITIONS (LEASING) WITH PURCHASE OPTION PROPOSED BY THE VESSEL-OWNER, WILL BE CONSIDERED AS A DECISIVE FACTOR IN THE ANALYSIS OF THE BIDS.
4. PROCUREMENT EXECUTION TIME

THE LEAD TIME OF THE CONTRACT WILL BE IN ACCORDANCE WITH THE DELIVERY TIME OFFERED FOR THE VESSELS, FROM CONTRACT SIGNATURE.

5. CLARIFICATION TO THE CONTENT OF THE PROCESS SPECIFICATION

ANY PARTICIPANT MAY REQUEST CLARIFICATION TO THE CONTRACTING SINCE THE SPECIFICATION IS AVAILABLE, THROUGH A COMMUNICATION WRITTEN SENT TO THE PERSON (S) RESPONSIBLE (S) OF THE PROCESS, BY E-MAIL OR TO THE INDICATED ADDRESS, WHO WILL RESPOND SIMILARLY AND IN WRITING, NOT LATER THAN ONE (1) BUSINESS DAY PRIOR TO THE DEADLINE FOR THE DELIVERY OF THE DOCUMENTS TO PARTICIPATE, RATE AND THE ECONOMIC, TECHNICAL AND COMMERCIAL BID. IN ADDITION, A COPY OF THE RESPONSE, INCLUDING AN EXPLANATION OF THE QUERY BUT WITHOUT IDENTIFYING THEIR ORIGIN, WILL BE SENT BY E-MAIL TO ALL PARTICIPANTS THAT HAVE ACQUIRED THIS SPECIFICATION, TO THE DIRECTIONS INDICATED BY EACH PARTICIPANT. NOTE: FOR ALL EFFECTS AND PURPOSES, E-MAIL NOTIFICATION AS A SIGNAL OF RECEPTION OF THE INFORMATION SENT, SHALL BE CONSIDERED AS ACKNOWLEDGEMENT OF THE ANSWERS SENT, OR THE ACKNOWLEDGEMENT OF RECEIPT IF THE QUESTION HAS BEEN PRESENTED BY LETTER. THE AUTHORIZED REPRESENTATIVES TO ANSWER CLARIFICATIONS: ING. CARLOS GIMON AND VLADIMIR CONTRERAS E-mail: GIMONCE@PDVSA.COM CONTRERASVN@PDVSA.COM ADDRESS: AV FRANCISCO SOLANO CON CALLE NEGRN, EDIF. CENTRO EMPRESARIAL SABANA GRANDE PISO 26, PDVSA NAVAL CARACAS VENEZUELA.
6. LANGUAGE OF BIDS AND COMMUNICATIONS All bids, its annexes and all communications must be submitted in English, otherwise they will be rejected. 7. VALIDITY PERIOD OF THE BIDS

ALL BIDS SHOULD HAVE A VALIDITY PERIOD OF AT LEAST NINETY (90) CALENDAR DAYS, COUNTED FROM THE DATE SET IN THIS DOCUMENT FOR THE RECEIPT OF THE ENVELOPES CONTAINING THE BIDS.
8. CURRENCY FOR THE BIDS The economic bids must be submitted in DOLLARS OF THE UNITED STATES OF AMERICA (US$)

9. CHANGES TO THE PROCESS SPECIFICATION PDVSA Naval S.A., according to Article 46 of the Public Procurement Law, reserves the right and may, when in its opinion it is considered suitable, to modify the Process Specifications up to two (02) days before the receipt of the envelopes. 10. DOCUMENTS INCLUDED IN THE BIDS

PARTICIPATING COMPANIES MUST RECORD THE INFORMATION REGARDING THIS PROCEDURE FOR THE SELECTION OF THE VESSELYARDS, IN ORIGINAL AND COPY, IN TWO (2) ENVELOPES DULLY CLOSED, IDENTIFIED AND SEPARATED, ON THE FOLLOWING WAY:
Envelope N.1: Declaration of Willingness to Participate, for Commercial and Legal Rating of the Vessel-owner and Technical Rating of the vessel (See list in ANNEX A) Note: Will be presented so many envelopes No.1 as vessels that owner(s) will bid. (One envelope per vessel owner)

ENVELOPE N.2: TECHNICAL AND ECONOMICAL AND FINANCIAL OF HE BIDS: (SEE LIST IN ANNEX B) NOTE: WILL BE PRESENTED SO MANY ENVELOPES NO.2 AS NUMBER VESSELS WILL BE OFFERED. (ONE ENVELOPE PER VESSEL, INDEPENDENTLY OF THE OWNER) IDENTIFICATION OF ENVELOPES: ENVELOPE NO. X (PLACE THE ENVELOPE NO.): COMPANY: __________________ SINGLE PURCHASING COMMISSION OF PDVSA NAVAL, S.A. PROCESS NO. B-080-13- 131 DESCRIPTION OF THE PROCESS: ACQUISITION OF FOUR (04) VERY LARGE CRUDE CARRIERS (VLCC) FROM 299.000 DWT TO 320.000 DWT OF SECOND HAND WITH LESS THAN 2 YEAR OLD: THROUGH FINANCIAL RENTAL CONTRACT (LEASING) OR SIMILAR SCHEME CONTRACTING ORGANIZATION: PDVSA NAVAL S.A.
11. SUBMISSION OF DOCUMENTATION (ENVELOPES 1 and 2) Date an Place The documents to participate, rate, and the economical bid will be presented in: DATE: 09 SEPTEMBER 2013

PLACE: AV FRANCISCO SOLANO CON CALLE NEGRN, EDIF. CENTRO EMPRESARIAL SABANA GRANDE PISO 26, PDVSA NAVAL CARACAS VENEZUELA. HOUR: BETWEEN 09:00 AM AND 3:00 PM THE MEETING ROOM: SALA PETRLEOS PDVSA REPRESENTATIVES: LIC. OLGA FUENTES.

12. CRITERIA FOR EVALUATION OF THE BIDS

SINGLE ACT OF RECEPTION AND ENVELOPE OPENING:

PHASE I: Reception and Opening of the envelopes As stated in Article 54 of 5.929 Decree, of the Public Procurement Law of the Bolivarian Republic of Venezuela, The Contracting Commission once concluded the period of delivery of the envelopes, containing the documents for rating and the offers, it will proceed to open and check the contents at a public ceremony on September 09th, 2013, leaving witness in the minutes of this process and of any observation formulated on this subject. The Opening of Envelope No. 1: Declaration of Willingness to Participate, for Commercial and Legal Rating of the Vessel-owner and Technical Rating of the Vessels The Procurement Committee will review the contents of the envelope and validate the required documents for the rating and evaluation of bids described in Annex A of Envelope No. 1. PHASE II: Determination of valid bids and qualification of Bidders. The Procurement Committee will declare valid bids, those that comply with all mandatory requirements prescribed in envelope No. 1, using the methodology described in Appendix A, consisting on a set of parameters, some mandatory of excluding type. PHASE III: Technical and Economic and Financial Evaluation of the Bids. The Evaluator Group will qualify or disqualify the bids received, considering the provisions of Annex B of Envelope No. 2 of this process specification, where a set of parameters and criteria have been included, the compliance with which are either mandatory and excluding, or evaluative or optional. The financial bids of qualified bidders will be sent to the Bids Evaluator Group for analysis and recommendation. Once the bids of the rated bidders have been assessed, according to the criteria used for the internal cost estimation, the company presenting the most convenient bid to the interests of PDVSA NAVAL SA will be determined, taking into account the corresponding assessment matrix and the other terms established in the process specification. If the assessment group advances possible modifications to improve the performance or the operational condition of the Vessel and/or to improve the conditions concerning the financial proposal, the Purchase Committee could recommend, to the company having been selected as the first option, to negotiate the Vessels bid. Likewise, when it is not possible to reach a favorable agreement with the company that presents the most convenient integral bid for the interests of PDVSA NAVAL S.A, the Purchasing Management could request to the corresponding Purchase Committee, to reject the above mentioned bid and to negotiate the terms and conditions of the integral bid with the company qualified as the second option and / or third option, as it is the case. The corresponding Purchasing Committee will prepare the recommendations according to what has been submitted by the Purchasing Management and will proceed with the approval and signature of the corresponding contract; repeating the procedure of agreement as indicated in the preceding paragraph up to exhausting three better options.

13. AWARD CRITERIA The BEST EVALUATED OFFER will be the one resulting favored once the assessment criteria have been established in the technical, economic and financial matrix.

IF, IN THE PERIOD OF TIME BETWEEN THE RECEIPT OF THE BID AND THE GRANT OF THE AWARD, IT IS VERIFIED THAT THE BIDDER WITH THE BEST EVALUATED BID, INCURRED IN ANY OF THE CASES THAT ARE MENTIONED IN THE FOLLOWING PARAGRAPH, HIS OFFER WILL BE REJECTED AND THE AWARD WILL BE GRANTED TO THE BEST FOLLOWING EVALUATED BID.
In case the company with the BEST EVALUATED BID, does not agree with the conditions established in the process specification, refuses to sign the contract, incur in accidents or if his award letter is cancelled, because he has supplied false information, the company that continues in evaluation order, will have the Award granted, as the BEST EVALUATED BID. The same criteria will be applied to the remaining companies in the evaluation order of the bids, until one of them agrees.

IN ANY CASE, THE AWARD WILL BE DONE IN AGREEMENT TO THE BEST INTERESTS OF PDVSA NAVAL S.A ACCORDING TO THE BIDS BEEN VALID.
14. CAUSES TO DECLARE IT DESERT THE PROCUREMENT MODALITY THE CONTRACTING should declare this Procurement procedure desert, based on the conditions established in the Article 89, Chapter II of the Law of Public Purchases. 15. BIDS REJECTION CRITERIA THE CONTRACTING will have to reject the bids of this Procurement Procedure, based on the conditions established in the Article 71, Chapter IV of the Law of Public Purchases, the Article 102, Title III, Chapter I of the Regulation of the Law of Public Purchases. Additionally they will be considered as rejection criteria for the offers, when they the following circumstances occur:

The bidder company granted with the award, in the Procurement processes carried out by THE CONTRACTING, which has not maintained the bid when it is in force, or that has refused to sign the corresponding contracts or has not demonstrated his disposition to initiate the activities of the contracts signed in the mentioned period That incurs in any other reason for rejection established in the conditions. Omissions or deviations with regard to the technical specifications contributing to the loss of the functionality of the required work.

16. DEADLINE FOR THE SIGNING OF THE CONTRACT The Granting beneficiary will have fifteen (15) working days, counted from the notification, to deliver in full satisfaction the information requested on the Grating Document and to go to the facilities of PDVSA NAVAL in the city of Caracas - Venezuela, to sign the Contract

17. CONFIDENTIALITY AGREMENTS

THE PARTICIPANTS MUST USE ALL THE REASONABLE MEANS TO PRESERVE THE SECRET OF ALL THE TECHNICAL, ECONOMICAL, FINANCIAL AND LEGAL INFORMATION, HANDLED DURING THE PROCESS. NO DOCUMENT OR INFORMATION DELIVERED IN THIS PROCUREMENT PROCEDURE COULD BE SUPPLIED TO THIRD PARTIES OR USED BY THE PARTICIPANT WITHOUT THE PREVIOUS WRITING AUTHORIZATION OF THE CONTRACTING

ANNEXES OF THE INSTRUCTIONS FOR THE PARTICIPANTS

ENVELOPE N 1
ANNEX A
DECLARATION OF WILLINGNESS TO PARTICIPATE AND THE DOCUMENTS FOR LEGAL AND COMMERCIAL RATING OF THE OFFERENT, TECHNICAL RATING OF THE VESSELS AND FINANCIAL.

The required information must be presented in physical documents, in accordance with the forms indicated in the following table: LEGAL AND COMMERCIAL ASPECTS 1. Declaration of Willingness to Participate: The Participant must submit this document (Form A.1) signed by the person(s) legally authorized to represent him, indicating the address, phone, e-mail address and fax number to make relevant notifications. 2. Legal and Commercial Rating - Company Documentation: A) The participant shall enter the Establishing Statutory Document for Company who has the ownervessel of the Vessel (OWNER / BUILDER) and its representative (BROKER) the corresponding modifications, if any, of the social capital, object, and duration, changes or substitutions in its representative bodies, as well as any other data which are of interest for the proper representation, identification and legal qualification, that make note that the main activity of the company is directly linked to the object referred to in the present process of Procurement; furthermore, the documentation must be accompanied by a SUMMARY SHEET that reflects data and legal information necessary to identify the company and to subscribe the Contract. B) The ownervessel accredited certification of the Vessel. C) Affidavit which states that the Vessel offered has no debts, mortgages, taxes or any other expenditures that affect its legality. (Form A.2). D) The participant shall include documentation stating his commercial career either the OWNER / BUILDER or the BROKER. 3. A power which authorizes to the person who signs the bid, when the underwriter is different than the legal representative of the company (Form A.3), or Empower Document attesting to his status as legal Representative if this is the case.

Mandatory

Mandatory

Mandatory, in both cases

TECHNICAL ASPECTS 1. Technical Rating: A) The participant shall indicate how old are each one of the CARRIER
VESSELS TYPE VLCC FROM 229.000 DWT TO 320.000 DWT.

B) The participant must submit the Vessel Particular, Q88 and Technical Form C of each one of the CARRIER VESSELS TYPE VLCC FROM 229.000 DWT TO 320.000 DWT offered.

C) THE PARTICIPANT MUST INDICATE THE BELOW DATES: 1. AVAILABILITY FOR THE INSPECTION OF EACH ONE OF THE VESSELS. 1 VLCC CARRIER. 2 VLCC CARRIER. 3 VLCC CARRIER. 4 VLCC CARRIER. 2. AVAILABILITY DELIVERY OF EACH ONE OF THE VESSELS. 1 VLCC CARRIER. 2 VLCC CARRIER. 3 VLCC CARRIER. 4 VLCC CARRIER.
FINANCIAL ASPECTS 2. Financial Rating. The participant should confirm by a letter (Form A.4) signed by the legally authorized person(s), his commitment for the presentation of bid for the vessels through a financial rental contract (leasing) with purchase option or another financed purchase scheme similar to this process specification (Form A.5).

Mandatory

Mandatory

FORM A.1

PLACE: ____________ DATE: __________________

DECLARATION OF WILLINGNESS

I, _________________________ OF AGE, HOLDER OF IDENTITY CARD N ________________, IN MY CAPACITY OF ________________________ OF THE COMPANY _____________________________, ACCORDING TO DESIGNATION MADE ON MEETING OF DIRECTORS BOARD N______ DATED ____________ OR DULY EMPOWERED ACCORDING TO POWER OF ATTORNEY GRANTED BY DATE _______ IN FRONT OF NOTARY PUBLIC _______, DATED _________,INSERT REMAINING UNDER THE N___, VOLUME _____ BY THAT NOTARY AUTHENTICATIONS BOOKS, I EXPRESS MY WILLINGNESS TO PARTICIPATE IN THE PROCUREMENT PROCEDURE IDENTIFIED WITH THE N B-080-13-131, THAT IS INTENDED FOR THE ACQUISITION OF FOUR (04) VERY LARGE CRUDE CARRIERS (VLCC) FROM 299.000 DWT TO 320.000 DWT OF SECOND HAND WITH LESS THAN 2 YEAR OLD: THROUGH FINANCIAL RENTAL CONTRACT (LEASING) OR SIMILAR SCHEME, UNDER THE BELOW CONDITIONS OF FINANCE: DURATION NO LESS THAN 60 MONTHS AND AN ANNUAL INTEREST RATE NO GREATER THAN 7%.

FOR THE PURPOSES OF ANY NOTICE RELATED TO THIS PROCEDURE, THE ADDRESS OF MY REPRESENTED IS: ____________________________________________, ADDRESS _________________, TELEPHONES: _________________________ FAX N ____________________, EMAIL: __________________.

Participating Company Stamp

Signature of Legal Representative __________________________

FORM A.2

AFFIDAVIT WHICH STATES THAT THE OFFERED VESSEL HAS NOT DEBTS, MORTGAGES, TAXES OR ANY OTHER EXPENDITURES THAT AFFECT ITS LEGALITY

PLACE: ____________ DATE: __________________

I _________________________ OF AGE, HOLDER OF IDENTITY CARD N ________________, IN MY CAPACITY OF ________________________ OF THE COMPANY _____________________________, IN ORDER TO COMPLY WITH THE LEGAL ASPECTS OF THE OFFER, THE PROCUREMENT PROCEDURE N B-080-13-131, CORRESPONDING TO THE ACQUISITION OF FOUR (04) VERY LARGE CRUDE CARRIERS (VLCC) FROM 299.000 DWT TO 320.000 DWT OF SECOND HAND WITH LESS THAN 2 YEAR OLD: THROUGH FINANCIAL RENTAL CONTRACT (LEASING) OR SIMILAR SCHEME; HEREBY STATED UNDER OATH THAT; THE VESSEL OFFERED IDENTIFIED UNDER THE IMO NO /HULL NO.. ______________, HAS NOT DEBTS, MORTGAGES, TAXES OR ANY OTHER EXPENDITURES THAT AFFECT ITS LEGALITY.

Participating Company Stamp

Accepted and According:

_____________________________

SIGNATURE OF LEGAL REPRESENTATIVE NAME AND LAST NAME

FORM A.3 DOCUMENT THAT CERTIFIES the FACULTY OF THE PERSON SIGNING THE OFFER Procurement Procedure N B-080-13- 131

I, __________________________ (INDICATE FULL GIVEN NAME AND LAST NAME), OF AGE AND HOLDER OF IDENTITY CARD N _____________, OF NATIONALITY _____________, MARITAL STATUS ________________, PROFESSION (OR OCCUPATION) _________________, DOMICILED IN _____________________ (INDICATE FULL ADDRESS), ACTING IN THIS ACT IN MY CAPACITY OF __________________ (INDICATE POSITION OR FUNCTION OCCUPIED,IN RELATION WITH THE COMPANY), OF THE COMPANY _____________ (INDICATE NAME OF BUSINESS NAME AND FULL DETAILS OF THE COMMERCIAL REGISTER OF THE BIDDER COMPANY) (THE BIDDER) THIS ACT EMPOWERED BY (INDICATE THE TERMS OF THE CONSTITUTIVE DOCUMENT, ACT OF ASSEMBLY OR DOCUMENT TO WHICH THE PERSON IS EMPOWERED TO SIGN ON BEHALF OF THE COMPANY. IF NOT EXISTING, DULY SEALED REPRESENTATION LETTER), IN RELATION TO THE PROCEDURE IN REFERENCE AND IN ACCORDANCE WITH THE RESPECTIVE PROCESS SPECIFICATION, CALLED __________________ (INDICATE NAME OR TITLE OF THE PROCEDURE), LED EFFECT FOR ___________________ (INDICATE THE NAME OF THE BIDDER), HEREBY I CERTIFY THAT: 1. THE FOLLOWING PEOPLE (IDENTIFY EACH OF THE AUTHORIZED REPRESENTATIVES) HAVE BEEN DULY AUTHORIZED TO ACT ON BEHALF OF __________ (INDICATE THE NAME OF THE BIDDER COMPANY), AS REGARDS THE PROCEDURE AND TO SIGN ALL DOCUMENTS RELATED TO THIS PROCEDURE. AT THIS DATE THEY ARE FOUND IN THEIR RESPECTIVE POSITIONS AND THE SIGNATURE THAT APPEARS NEXT TO EACH OF THE NAMES OF AUTHORIZED REPRESENTATIVES IS THE SIGNATURE AUTHENTICATES OF SUCH AUTHORIZED REPRESENTATIVE: POSITION OR SIGNED AUTOGRAPH RELATIONVESSEL WITH THE COMPANY ......................... ............................ .................................. ......................... ............................ .................................. ......................... ............................ .................................. 2. THE UNDERSIGNED IS DULY AUTHORIZED TO TESTIFY ON BEHALF OF THE COMPANY _______________ (INDICATE THE BIDDER COMPANY), OF THE CAPACITY OF AUTHORIZED REPRESENTATIVES. IN FAITH OF THE ABOVE, SIGNING THIS CERTIFICATION, IN THE CITY OF ____________, THE DAY ___ OF THE MONTH ____ OF 20__. ____________________ GIVEN NAME AND LAST NAME NAME

LOGO of the bidder company

FORM A.4

Place ____________ Date: __________________

LETTER OF COMMITMENT I _______________________ of age, holder of identity card N ________________, in my capacity of ________________________ of the company _________________________, I certify that our financial bid to participate in the procurement procedure identified with the N B-080-13- 131, that is intended for the la ACQUISITION OF FOUR (04) VERY LARGE
CRUDE CARRIERS (VLCC) FROM 299.000 DWT TO 320.000 DWT OF SECOND HAND WITH LESS THAN 2 YEAR OLD: THROUGH FINANCIAL RENTAL CONTRACT (LEASING) OR SIMILAR SCHEME is properly structured under the schema of a financial rental contract

(leasing) with purchase option, under the below conditions of finance: DURATION NO LESS THAN 60 MONTHS AND AN ANNUAL INTEREST RATE NO GREATER THAN 7%.

Participating Company Stamp

Signature of Legal Representative ____________________________

LOGO OF THE BIDDER COMPANY

FORM A.5

Place ____________ Date: __________________

LETTER OF COMMITMENT

I _________________________ of age, holder of identity card N ________________, in my capacity of ________________________ of the company _________________________, I certify that our financial bid to participate in the procurement procedure identified with the N B-080-13- 131, that is intended for the la ACQUISITION OF FOUR (04) VERY LARGE CRUDE CARRIERS (VLCC) FROM 299.000 DWT
TO 320.000 DWT OF SECOND HAND WITH LESS THAN 2 YEAR OLD: THROUGH FINANCIAL RENTAL CONTRACT (LEASING) OR SIMILAR SCHEME is properly structured under the

scheme similar of a financial rental contract (leasing) with purchase option, under the below conditions of finance: DURATION NO LESS THAN 60 MONTHS AND AN ANNUAL INTEREST RATE NO GREATER THAN 7%.

Participating Company Stamp

Signature of Legal Representative ____________________________

FINANCIAL AND TECHNICAL EVALUATION CRITERIA

CAPABILITIES LAID DOWN AS MANDATORIES SHALL BE CAUSAL OF DISQUALIFICATION IN CASE OF NOT MEETING THE MINIMUM REQUIRED STANDARD.
ASSESSMENT AREAS ITEM DESCRIPtion 1 Legal and commercial information 2 Age of the VESSEL 3 TECHNICAL SPECIFICATION 4 availability commitment letter for structured financial bid with leasing 5 schema with purchase option CONDItion mandatory / excluding MANDATORY / EXCLUDING MANDATORY / EXCLUDING MANDATORY / EXCLUDING MANDATORY / EXCLUDING

1. Legal rating THOSE BIDS, COMPLYING WITH THE STIPULATED DOCUMENTATION FOR THE LEGAL AND COMMERCIAL ASPECTS INCLUDED IN THE ENVELOPE N1, WILL BE SELECTED 2. age of the VESSELs THOSE BIDS, WHERE THE AGE OF THE OFFERED VESSEL IS BETWEEN 0 AND 2 YEARS, WILL BE SELECTED. 3. Technical specification THOSE BIDS, HAVING THE TECHNICAL SPECIFICATION, WILL BE SELECTED. 4. - Availability THOSE BIDS, WHERE THE AVAILABILITY (DATE) FOR DELIVERY OF THE OFFERED VESSEL IS IMMEDIATE OR ACCORDING THE FOLLOWING SCHEDULE: FOUR VERY LARGE CRUDE CARRIER, FOR DELIVERY BEFORE OF 31ST DECEMBER 2013. 5. - Structured financial bid under the schema of financial rent (leasing) with purchase option THOSE BIDS, HAVING THE LETTER OF COMMITMENT FOR THE BID PRESENTATION OF THE VESSEL(S) THROUGH A FINANCIAL RENTAL CONTRACT (LEASING CONTRACT) WITH PURCHASE OPTION, WILL BE SELECTED. HOWEVER, THE BIDDER HAS FREEDOM TO PRESENT ANOTHER FINANCING ALTERNATIVE SIMILAR TO THE ONE APPLIED FOR IN THIS PROCESS SPECIFICATION.

ANNEX OF THE INSTRUCTIONS FOR THE PARTICIPANTS

ENVELOPE N 2
ANNEX B
ECONOMICAL BID 1. Submission of the Economical Bid for each vessel either including or excluding the cost associated with the financial rental contract (LEASING) (Form B.1) 2. Submission of the Economical Bid for each vessel either including or excluding the cost associated with a similar scheme to the financial rental contract (LEASING) (Form B.2) FINANCIAL AND TECHNICAL BID

Mandatory

Mandatory

3. PROPOSAL (TERMS AND CONDITIONS) FOR FINANCIAL CONTRACT (LEASING) INCLUDING THE DRAFT OF THE CONTRACT, HIGHLIGHTING THE FOLLOWING SUMMARY: A) INITIAL PAYMENT. B) MONTHS TIME OF FINANCING. C) RESIDUAL VALUE. D) APPLIED INTEREST RATES. E) GUARANTEES REQUIRED FOR OPERATION. NOTE: SUCH INFORMATION SHALL BE PRESENTED IN THE FORM B.3 ANNEXED, ANY DIFFERENCE IN THIS SUMMARY AND THE DRAFT CONTRACT SUBMITTED WILL BE GROUNDS FOR DISQUALIFICATION.
4. Age of the Vessel. 5. Fully Technical Specification of the Vessel Offered including its annex. (Technical Specification of the Vessel)

Mandatory

Mandatory

1. 2. 3. 4. 5. 6. 7. 8. 9. 10.

DRAWING OF GENERAL ARRANGEMENT. DRAWING OF ENGINE ROOM ARRANGEMENT. DRAWING OF ACCOMMODATION. PROPULSION ARRANGEMENT. DECK ARRANGEMENTS, INCLUDING DECK EQUIPMENT. DIAGRAMS OF ALL SYSTEMS. TANK TABLES FOR ALL TANKS. LIST OF BRANDS AND EQUIPMENTS. LIST OF IN FORCE CERTIFICATES PHOTOS (GENERAL VIEW, ACCOMMODATION, ENGINE ROOM, BRIDGE, DECK MACHINERY)

Mandatory

Note: this information should be delivered in hard and soft copy. 6. Schedule of Availability for the delivery of the Vessel and inspection to be carried out by PDVSA NAVAL. Mandatory

Logo OF THE BIDDER company

ENVELOPE N 2 ANNEX B
FORM B.1
LETTER OF PRESENTATION OF ECONOMIC BID

PLACE:

DATE:

Gentlemen:
PDVSA NAVAL S.A. PROCUREMENT COMMITEE

Process No.: B-080-13-131

DESCRIPTION: ACQUISITION OF FOUR (04) VERY LARGE CRUDE CARRIERS (VLCC) FROM 299.000 DWT TO 320.000 DWT OF SECOND HAND WITH LESS THAN 2 YEAR OLD: THROUGH FINANCIAL RENTAL CONTRACT (LEASING) OR SIMILAR SCHEME

Dear Sirs: We would like to present for your consideration our best technical, economic and financial bid to the process in reference, which as stated in the attached documents. The price of the Vessel,______________________, excluding the cost associated with the financial rental contract (Leasing contract) with purchase option, amounts to the sum of _______________ in letters ________________, (US$.______in numbers______). The price of the Vessel,______________________, including the cost associated with the financial rental contract (Leasing contract) with purchase option, amounts to the sum of _______________ in letters ________________, (US$.______in numbers______). We commit ourselves to keep bid for a minimum of ninety (90) consecutive days validity time and delivery time of ___________, in this regard we ratify that the amount of our bid is the here pointed out. We reiterate our readiness for any clarification, we subscribe.
Place and date: SIGNATURE OF THE REPRESENTANTive: Stamp OF THE COMPANY:

Logo OF THE BIDDER company

ANNEX B
FORM B.2
LETTER OF PRESENTATION OF ECONOMIC BID

PLACE:

DATE:

Gentlemen:
PDVSA NAVAL S.A. PROCUREMENT COMMITEE

Process No.: B-080-13 - 131

DESCRIPTION: ACQUISITION OF FOUR (04) VERY LARGE CRUDE CARRIERS (VLCC) FROM 299.000 DWT TO 320.000 DWT OF SECOND HAND WITH LESS THAN 2 YEAR OLD: THROUGH FINANCIAL RENTAL CONTRACT (LEASING) OR SIMILAR SCHEME

Dear Sirs: We would like to present for your consideration our best technical, economic and financial bid to the process in reference, which as stated in the attached documents. The price of the Vessel,______________________, excluding the cost associated with the financial contract similar to financial rental (Leasing) with purchase option, amounts to the sum of _______________ in letters ________________, (US$.______in numbers______). The price of the Vessel,______________________, including the cost associated with the financial contract similar to financial rental (Leasing) with purchase option, amounts to the sum of _______________ in letters ________________, (US$.______in numbers______). We commit ourselves to keep bid for a minimum of ninety (90) consecutive days validity time and delivery time of ___________, in this regard we ratify that the amount of our bid is the here pointed out. We reiterate our readiness for any clarification, we subscribe.

Place and date:

SIGNATURE OF THE REPRESENTANTive: Stamp OF THE COMPANY:

Logo OF THE BIDDER company

ANNEX B
FORM B.3

PAYMENT SCHEDULE TABLE OF THE ECONOMICAL BID

PARMETROS DEL FINANCIAMIENTO VESSELS QUANTITY UP FRONT FEE US$ DOWN PAYMENT US$ BALLOON US$ TOTAL AMOUNT OF THE FINANCE ANNUAL INTEREST RATE 7% DURATION 60 MONTHS

Place and date:

SIGNATURE OF THE REPRESENTANTive: Stamp OF THE COMPANY: BALANCE PRINCIPAL INTEREST BALANCE CASH FLOW

DATES

PAYMENTS

TOTAL

EVALUATION CRITERIA FOR THE TECHNICAL, ECONOMIC AND FINANCIAL BIDING

AN EVALUATION MATRIX WILL BE PREPARED BY ASSIGNING A RELATIVE VALUE TO EACH CONDITION WITH RESPECT TO THE OTHER AND BASED ON A TOTAL OF 85%. THE OFFERS THAT ACHIEVE A SCORE HIGH OR EQUAL TO 70%, WILL APPLY FOR THE CONDITIONED EVALUATION WITH THE MAXIMUM SCORE OF 15%, BY WHICH WILL BE BASED ON THE RESULT OF THE INSPECTION REPORT OF THE OFFERED VESSEL. Assessment AREAS Item description ECONOMICAL BID FOR EACH VESSEL EITHER 1 INCLUDING OR EXCLUDING THE COST ASSOCIATED WITH THE FINANCIAL RENTAL CONTRACT (LEASING) ECONOMICAL BID FOR EACH VESSEL EITHER INCLUDING OR EXCLUDING THE COST ASSOCIATED 2 WITH A SIMILAR SCHEME TO THE FINANCIAL RENTAL CONTRACT (LEASING) PROPOSAL (TERMS AND CONDITIONS) OF FINANCIAL CONTRACT OR OTHER SIMILAR SCHEME WITH 3 PURCHASE OPTION. INCLUDING THE CONTRACT DRAFT. 4 AGE OF THE VESSEL. FULL TECHNICAL SPECIFICATION OF THE OFFERED 5 VESSEL AND ITS ANNEXES. AVAILABILITY SCHEDULE (DATE) FOR THE DELIVERY 6 OF THE VESSEL AND FOR INSPECTIONS TO BE CARRIED BY PDVSA NAVAL 7 INSPECTION REPORTS OF THE VESSEL

% 10

CONDItion evaluation

15

evaluation

25 5 20 10 15

Evaluation evaluation evaluation evaluation Conditioned evaluation

1. - Amount of each VESSEL acquisition excluding the cost associated by the financial contract with
purchase option (Leasing) or another similar scheme for financed purchase.

A SCORE WILL BE ESTABLISHED FROM GREATER TO LOWER DEPENDING OF THE PRICE OF THE VESSEL EXCLUDING THE COST ASSOCIATED BY THE FINANCIAL CONTRACT WITH PURCHASE OPTION (LEASING) OR ANOTHER SIMILAR SCHEME. LOWEST COST BID WILL HAVE HIGHER SCORE AND HEREINAFTER THEY WILL BE SELECTED FROM LOWEST TO HIGHEST COST. ANY ECONOMIC IMPACT DUE TO ANY OPERATION OR TECHNICAL OPTION NOT INCLUDED IN THE BID WILL BE CONSIDERED AND WILL BE ADDED TO THE COST OF THE BID AND WILL BE ADDED TO THE TOTAL PRICE, ON THE BASIS OF THE TECHNICAL DATA GIVEN IN THIS PROCESS SPECIFICATION.

2. - AMOUNT OF EACH VESSEL ACQUISITION including THE COST ASSOCIATED BY THE FINANCIAL
CONTRACT WITH PURCHASE OPTION (LEASING) OR ANOTHER SIMILAR SCHEME FOR FINANCED PURCHASE.

A SCORE WILL BE ESTABLISHED FROM GREATER TO LOWER DEPENDING OF THE PRICE OF THE VESSEL INCLUDING THE COST ASSOCIATED BY THE FINANCIAL CONTRACT WITH PURCHASE OPTION (LEASING) OR ANOTHER SIMILAR SCHEME. LOWEST COST BID WILL HAVE HIGHER SCORE AND HEREINAFTER THEY WILL BE SELECTED FROM LOWEST TO HIGHEST COST. 3. - Proposal (terms and conditions) of financial contract or other similar scheme with purchase option.
Including the contract draft.

A SCORE WILL BE ESTABLISHED FROM GREATER TO LOWER DEPENDING ON THE NUMBER OF PARTICIPANTS BASED ON THE TERMS AND CONDITIONS OF THE FINANCIAL CONTRACT WITH PURCHASE OPTION THAT MEETS THE REQUIREMENTS DEMANDED BY PDVSA NAVAL, GIVING THE FOLLOWING WEIGHT: A) FOR THE INITIAL PAYMENT, THE ASSESSMENT WEIGHT WILL BE 30%: THE BID SETTING THE LOWEST PERCENTAGE FOR THE INITIAL DOWN PAYMENT OF THE FINANCIAL CONTRACT WITH PURCHASE OPTION WILL GET THE HIGHEST SCORE B) FOR FINANCING TIME (IN MONTHS), THE ASSESSMENT WEIGHT WILL BE 20%: THE BID ESTABLISHING A PERIOD 60 MONTHS OF REPAYMENT WITHIN THE CONTRACT OF FINANCING WILL GET THE HIGHEST SCORE. C) FOR RESIDUAL VALUE, THE ASSESSMENT WEIGHT WILL BE 10%: THE BID THAT SET LOWER PERCENTAGE OF RESIDUAL VALUE WITHIN THE FINANCIAL CONTRACT WILL GET THE HIGHEST SCORE. D) FOR THE INTEREST RATE, THE ASSESSMENT WEIGHT WILL BE 25%: THE BID SETTING AN INTEREST RATE 7% ANNUAL WITHIN THE FINANCING CONTRACT WILL GET THE HIGHEST SCORE. E) FOR THE REQUIRED GUARANTEES AND/OR OTHER FINANCIAL OPERATION EXPENSES, THE ASSESSMENT WEIGHT WILL BE 15%: THE BID REQUIRING FEWER GUARANTEES AND/OR OTHER FINANCIAL OPERATION EXPENSES, WITHIN THE FINANCIAL CONTRACT, WILL GET THE HIGHEST SCORE. 4. - Age of the VESSEL A SCORE WILL BE ESTABLISHED FROM GREATER TO LOWER DEPENDING ON THE AGE OF THE VESSEL. THE BID OFFERING THE YOUNGER AGE OF VESSEL WILL HAVE THE HIGHEST SCORE AND THEREAFTER THEY WILL BE SELECTED

FROM LOWER TO HIGHER AGE OF THE VESSEL ACCORDING TO WHAT IS ESTABLISHED WITHIN THE TECHNICAL ASPECTS REQUESTED BY PDVSA NAVAL IN THIS PROCESS SPECIFICATION. 5. - Full Technical Specification of the Offered Vessel and its annexes. A SCORE WILL BE ESTABLISHED FROM GREATER TO LOWER DEPENDING ON THE NUMBER OF PARTICIPANTS BASED ON THE CRITERIA OF PROVEN ENGINEERING (ALREADY DEVELOPED FOR THE TYPE OF VESSEL). 6. Availability schedule (date) for the DELIVERY OF THE Vessel and for Inspections to be carried by
PDVSA NAVAL

A SCORE WILL BE ESTABLISHED FROM GREATER TO LOWER BASED ON THE BID OFFERING THE SHORTEST TIME POSSIBLE FOR THE DELIVERY OF THE VESSEL AND FOR THE INSPECTIONS TO BE PERFORMED BY PDVSA NAVAL. THIS TIME SHALL NOT EXCEED THE DEADLINE DATE. THE VESSEL SHALL BE DELIVERED AT VENEZUELA. 7. - Inspection Reports of the VESSEL A SCORE WILL BE ESTABLISHED FROM GREATER TO LOWER DEPENDING ON THE BEST TECHNICAL EVALUATION OF THE VESSEL COMPARED WITH HER TECHNICAL SPECIFICATION AND COMPLYING WITH THE REQUIREMENTS OF PDVSA NAVAL, ESPECIALLY WITH REGARD TO THE LATEST INTERNATIONAL IMO REGULATIONS IN FORCE. SUCH REPORT SHALL BE PRESENTED BY THE TECHNICAL COMMISSION DELEGATED BY PDVSA NAVAL ON THIS PURPOSE. ECONOMIC, TECHNICAL AND FINANCIAL EVALUATION MATRIX
FULL TECHNICAL SPECIFICATIONS OF THE OFFERED VESSEL (S) AND ITS ANNEXES AVAILABILITY SCHEDULE (DATE) FOR THE VESSEL AND FOR INSPECTIONS TO BE CARRIED BY PDVSA NAVAL AMOUNT OF EACH VESSEL ACQUISITION EXCLUDING THE COST ASSOCIATED BY THE FINANCIAL CONTRACT

Naval

INSPECTION REPORTS OF THE VESSEL 15%

AMOUNT OF EACH VESSEL ACQUISITION INCLUDING THE COST ASSOCIATED BY THE FINANCIAL CONTRACT

EVALUATED ITEMS

PROPOSAL (TERMS AND CONDITIONS) OF FINANCIAL CONTRACT INCLUDING THE CONTRACT DRAFT

AGE OF THE VESSEL

TOTAL

VESSEL-OWNER WEIGHT FACTORS 1 2 3 4 5

10%

15%

25%

5%

20%

10%

85%

100%

TOTAL

___________________________________________________________________________
SUMMARY OF TECHNICAL TECHNICAL SPECIFICATION__________________________________

TECHNICAL SPECIFICATION PROPOSAL BY PDVSA NAVAL MAIN DIMENSIONS LENGHT OVERALL...APPX. 332.00M LENGTH BETWEEN PERPENDICULARS.... 320,00M BREADTH, MOULDED..... 60.00M DESINGED DRAFT, MOULDED... 21.00M DEADWEIGHT IN SEA WATER AT DESINGNED DRAFT, MOULED AT DESINGNED DRAFT, MOULED..APPX. 299.000 TO 320.000 CAPACITIES (100% VOLUME) CARGO TANK INCL. SLOP TANK......APPX .358.000M WATER BALLAST TANK INCL PEAKS TANK...APPX. 99.000M H.F.O AND LOW SULPHOR H.F.O TANKS....APPX. 8.100M (INCL SETTLING & SERVICE TANK) M.D.O AND/OR M.G.O TANKAPXX. 280M FRESH WATER TANKAPXX. 570M COMPLEMENT...32P + 6 SUEZ CREW ACOMMODATION....SWIMMING POOL OUTFITTING ..... 2 SETS PROVISION CRANES PERSONNEL ELEVATOR MAIN ENGINE TYPE. MAN OR WARTSILA TIER II MCR 100% NCR. 85% MCR SERVICE SPEED..APPX. 15.5 TO 16BTS AT DESING DRAFT AND NCR POWER WITH 15% SEA MARGIN FUEL OIL CONSUMPTION CRUISING RANGE....APPX. 25.000NM (L.C.V OF 10.200 KCAL/KG) AFT STERN TUBE SEAL SHALL BE FITTED WITH DOUBLE SEAL TYPE

TECHNICAL SPECIFICATIONS OFFERED

SHALLBE FITTED PROPELLER 1 SET X FPP X ACCORDING TO DESING (IT SHALL SUPPLY SPARE PROPELLER BY CONTRACT) STEAM GENERATING AUX. BOILERS.. 2SETS X ACCORDING TO DESING EXH. GAS ECONOMIZER..... 1SETS X ACCORDING TO DESING POWER SUPPLY DIESEL GENERATOR..... 3SETS X ACCORDING TO DESING EMERGENCY GENERATOR......... 1SETS X 450 KW X ACCORDING TO DESING POWER.... 220/440 VOLTS 60 HZ POWER IN THE ACCOMMODATION...110/220 VOLTS 60 HZ INTENDED CARGOES - CRUEL OIL - DIRTY PETROLEUM PRODUCTS HEATING CONDITIONS CARGO OIL TANKS AND STARBOARD SLOP TANK PORT SLOP TANK RAISING TEMPERATURE FROM 44C TO 66C FROM 15C TO 66C WITHIN 96 HOURS WITHIN 24 HOURS DURING VOYAGE DURING VOYAGE CARGO SYSTEM NUMBER OF CARGO TANK... 6 PAIRS + 2 SLOP SEGREGATION.. 3 GROUPS CARGO PIPE MATERIAL MILD STEEL WITH INNER COATING BALLAST PIPE MATERIAL...GALVANIZED THE CARGO HANDLING EQUIPMENT AND SYSTEM SHALL BE ABLE TO DISCHARGE THE VESSEL WITHIN 16 HOURS OF OPERATION PAINTING CARGO & BALLAST TANKS. ACCORDING TO IMO RESOLUTION 215(82) PSPC AND CRS HULL PAINTING SHELL OUTSIDE AND BOTTOM FULL RELEASE FINISH COAT (UNDERWATER LINE) TO BE APPLIED WITH

SILICONE ELASTOMER MORING FITTING VESSEL TO VESSEL TRANSFER (STS) FITTING SHALL BE FITTED (LIGHTERING) NAVIGATIONS EQUIPMENT RADAR... 1 X S-BAND / 1 X X-BAND VDR... 1 SET AIS..1 SET DGPS 2 SET AUTO PILOT / GYRO COMPASS.. 1 SET ECDIS....2 SETS (PAPERLESS)

Naval

A ACQUISITION OF FOUR (04) VERY LARGE CRUDE CARRIERS (VLCC) FROM 299.000 DWT TO 320.000 DWT OF SECOND HAND WITH LESS THAN 2 YEAR OLD: THROUGH FINANCIAL RENTAL CONTRACT (LEASING) OR SIMILAR SCHEME

N B-080-13 -131
Page 27 of 27