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DIRECCIÓN CORPORATIVA DE ADMINISTRACIÓN Y SERVICIOS SUBDIRECCIÓN DE ADMINISTRACIÓN PATRIMONIAL

BASES FOR ELECTRONIC PUBLIC TENDER

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*THIS DOCUMENT IS A TRANSLATION FROM THE SPANISH VERSION TO BE USED ONLY AS A GUIDELINE.

PUBLIC TENDER ELECTRONIC FORMAT

GENERAL INFORMATION. PEMEX EXPLORATION AND PRODUCTION State Productive Subsidiary Company of Petróleos Mexicanos from here on “THE COMPANY”, through the Estate Administration Subdirection, from here on “THE SUAP” by its initials in Spanish (Subdirección de Administración Patrimonial) of Petróleos Mexicanos, located in Avenida Marina Nacional 329, Colonia Verónica Anzures, Delegación Miguel Hidalgo, C.P. 11300, Mexico City, Torre Ejecutiva 34th floor, duly incorporated and validly existing under the laws of Mexico, and in terms of the “General Policies of Administration and Disposition of Movable and Immovable Property of Petroleos Mexicanos and its State Productive Subsidiaries” and the “Guidelines for the Administration and Disposal of Movable and Immovable Property, and the Acquisition of Petróleos Mexicanos and its State Productive Subsidiaries Immovable Property”, and the Collaboration Agreement between Petróleos Mexicanos and the Secretariat of the Civil Service signed October 6th 2014, invites to PUBLIC TENDER through the electronic system controlled by the Secretariat of the Civil Service called “CompraNet”, to the onerous alienation of the Floating Storage and Offloading (FSO) "Ta’Kuntah" a batch of workshop tools and spare parts of diverse equipment on board (including the hull, static equipment, dynamic, machinery, motors, turret, anchoring system, flexible pipes or risers and housing unit; but not the floating hoses for loading and unloading), from here on “THE FSO TA’KUNTAH”, further details on characteristics, equipment, dimensions and weight for supplementary information will be provided as Annex I of these Bases, located in: Sonda de Campeche, México, location traces are shown in a sketch in Annex II of these Bases, open for all individuals of corporations, nationals or foreign that may corroborate to “THE COMPANY”, their expertise and technical capacity to accomplish the required deeds as stated in Annex III of these Bases. 1. CARACTERISTICS AND FORMATS OF THE TENDER

The different stages of the PUBLIC TENDER will only be held through electronic procedures. The participants will only be able to participate through the internet, by using the electronic system called “CompraNet”, controlled by the Secretariat of the Civil Service. The present Bases are available in “CompraNet” through the following link: http://www.compranet.gob.mx and in Petróleos Mexicanos’ home page: http://www.pemex.com/bienes-no-utiles/Paginas/default.aspx; They may be acquired free of charge and consulted from the publishing date of the invitation and until the deadline to present the technical proposals, at 13:00 (THIRTEEN HUNDRED HOURS), local time in Mexico City, on October 12th 2018. 2. TENDER NUMBER

This Public Tender has been assigned with the following number by “CompraNet”:

VB-018T4I985-E246-2018

3. LANGUAGE

The present Bases, and all documents that may derive during the Public Tender Procedure, will be written in Spanish. In that same order, all documents presented by the participants, including the ones that may derive during the Public Tender, must be written in Spanish, however foreign documents may be accepted in a different language only when accompanied by a certified translation from a certified translator.

http://www.compranet.gob.mx/

http://www.pemex.com/bienes-no-utiles/Paginas/default.aspx



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4. GENERAL CONDITIONS FOR THE PUBLIC TENDER “THE SUAP” will receive legal documentation and technical proposals of the participants through “CompraNet”, then open the technical bids obtained and hand them over to “THE TÉCNICAL PLOG-PEP MULTIDISCIPLINARY GROUP”, integrated by a member of “THE COMPANY” and PEMEX LOGISTICS (PEMEX LOGÍSTICA from here on “PLOG”) State Productive Subsidiary of Petroleos Mexicanos, as indicated by numeral 19 of the current bases. “THE TÉCNICAL PLOG-PEP MULTIDISCIPLINARY GROUP”, will check the documents and technical aspects required to convey their consent to those that comply with the technical requirements and will then notify “THE SUAP” in writing, indicating explicitly, for each and every participant, if their Technical Proposal complies or not with such requirements, so “THE SUAP” may continue with the opening of the bids of the participants who comply with the technical requirements and provide a verdict in favor of the participant with the highest bid and has comply with all the technical and economical requirements stablished in these Bases, as long as the bid is equal or higher than the Reference Value. The PUBLIC TENDER will be annulled in any of the following cases:

a) If no one registers through “CompraNet” to participate in the PUBLIC TENDER; b) If no one complies with all the technical, legal or economical requirements; c) If no one offers a bid or the bids offered are below the Reference Value; d) If the participant awarded with the purchase of the asset, misses to pay completely.

“THE FSO TA’KUNTAH” offered here, has reached the end of its usage span so “THE PURCHASER” agrees from this moment on, to carry out the following actions:

Clean the Risers: Cleaning of the interior, sweep the oil left in the risers and isolate the flexible riser pipes between “THE FSO TA’KUNTAH” and the PLEM. Note: The cleaning of the rises does not consider the L-175 regular line coming from Akal-J, this cleaning will be done only

between “THE FSO TA’KUNTAH” and the PLEM. Disconnection: Disconnect the risers from the PLEM, holding the PLEM and the flexible risers and cut the Half Water Arch.

Recovery: Recovery of the flexible riser pipe and the Half Water Arch, signaling with a beacon the support remaining on the seabed.

Every equipment, flexible pipes (risers), anchoring system (the recovery chains in function of legal constraints), accommodations, rigid pipes, hull and machinery available on board of the Floating Object, belong to “THE FSO TA’KUNTAH”, and will no longer be considered assets of “THE COMPANY” as stated in article 753 and 756 of the Federal Civil Code, through the No Utility Assessment, as a result of the decay of the production forecast, the breach of International Environmental Regulations in reference to the hull and in consequences, the term of useful life, since “THE FSO TA’KUNTAH” is no longer suitable for sailing from one place to another like any other vessel of its kind, now considered as a FLOATING FIXED OBJECT (FFO). “THE FSO TA’KUNTAH”, reason for this Public Tender, is anchored by a Single Point Mooring (SPM) and therefore moored to the seabed, 80 meters deep, held by 10 chains ±1,450 meters long, reason why, “THE PURCHASER” must abide by all the requirementsd stipulated by current regulations, decrees and national and international good practices, before disconnecting, unpinning and towing it from it from its current location, and comply with all the permits required by Maritime Authorities and Governmental Instances, including those at own cost form official authorities, and observing the terms in Annex III of the present Bases. “THE FSO TA’KUNTAH”, with its equipment, flexible pipes (risers), anchoring system (turret, chains and anchors), accommodations, rigid pipes, hull and machinery available on board, shall be seized where they may be located, in a “As is, Where is” basis, and so “THE PURCHASER” is required to carry out all the tasks demanded by “THE COMPANY” before Transferring the Material



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Possession and Deliver/Receive the asset. Since the Onerous Alienation is on an “As is, Where is” basis, “THE COMPANY” and “THE SUAP” will not guarantee the physical integrity of “THE FSO TA’KUNTAH”, or its usage, including possible hidden vices that may result after the Delivery/Reception and the Removal, and will not accept claims of any kind, in the understanding that a Quality Certification will not be granted for “THE FSO TA’KUNTAH”, nonetheless, the Class Certifications and Statutes will be given to “THE PURCHASER” by the supervisor on board and the Captain of “THE FSO TA’KUNTAH” of PLOG, once the Acquisition Process has been completed according to numeral 23 of the present Bases and Domain Extinction of “THE COMPANY”, and the beginning of ownership for “THE PURCHASER”, conditions accepted by the participants and whomever obtains ownership of onerous alienation, abdicating to any nonconformity on this matter, and a mediation of the conditions mentioned previously by the participant. “THE PURCHASER” will not be allowed to transfer rights or obligations (totally or partially) to someone else, that may derive from the present TENDER. In case of a joint proposal, the participant must attach a Joint Participation Agreement to the Technical Proposals and Guarantees, expressing concisely, the Responsibilities, Rights and Obligations of each member and may not transfer rights of obligations proper of each member. The timetable for cleaning of the risers, disconnection, recovery and removal of “THE FSO TA’KUNTAH” out to international waters; in case of remaining in national waters it is important to comply with all the requirements issued by the maritime authority, and the requirements stipulated in legislations, normativity and good practices (national and international), “THE PURCHASER” must attach to the proposals a Scheduling Program to Execute Activities and Works required in accordance with the Annex VII of these Bases. The scheduling program must be delivered to “THE GROUND SUPERVISOR the following ten work days after the reception of the payment with a Level III Detail work activity in point 1 of the Program of Annex VII to follow the sequence; also, provide once again the scheduling program, attached to the Detailed Engineering List and Beginning of the Procurement and Mobilization with a Level III Detail of activities 2, 3 and 4 of Annex VII to “THE GROUND SUPERVISOR” of “THE COMPANY”, who jointly with the “REPRESENTATIVE ON BOARD” and “THE REPRESENTATIVE ON GROUND” of “THE PURCHASER” will coordinate the logistics of the shipment/disembark of the Human Resources, equipment, tools, vessel, materials, etc., according to Annex IV, of these bases, that may be required to carry out the offshore activities of cleaning the risers, disconnecting, disconnecting and recovering and removing of “THE FSO TA’KUNTAH” from its current location out to international waters; in case of remaining in national waters it is important to comply with all the requirements issued by the maritime authority, and the requirements by law, normativity and good practices (national and international), on the understanding that the logistic support given by “THE COMPANY” will extinguish when Transferring the Physical Possession and the Delivery/Reception of the asset. TENDER TERMS AND CONDITIONS. 5. SCHEDULE OF THE EVENTS.

EVENT DATE

Safety Talk and Walk-Around Inspection of “THE FSO TA’KUNTAH” at its current location.

From October 10h 2018. Time will be confirmed after the inspection request according to numeral 18 of the Bases.

Question Period to ask any query related with the present Tender

Participants will be able to ask questions through CompraNet from October 5th until October 11th 2018 at 12:00 (TWELVE HUNDRED HOURS).

Publication of Answers October 11th 2018, from 16:00 (SIXTEEN HUNDRED HOURS) on, through CompraNet, in the corresponding section as well as Petroleos Mexicano’s official webpage: http://www.pemex.com

Deadline to request the Bank Reference to transfer the bid offered.

October 11th 2018 at 17:00 (SEVENTEEN HUNDRED HOURS)



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Technical Proposal Presentation Period (electronic)

From October 5th until October 12th 2018 at 13:00 (THIRTEEN HUNDRED HOURS)

Technical Proposal Opening October 15th 2018 at 10:00 A.M. (TEN HUNDRED HOURS)

Tender Opening and Selection Process (Verdict)

October 22nd 2018, at 16:00 (SIXTEEN HUNDRED HOURS).

6. TECHNICAL REQUIREMENTS

To access and use “CompraNet” it is necessary to have the following minimum technical requirements:

6.1. Computer with a seventh-generation x86 microprocessor or equivalent, 512 MB of RAM and 20 GB of Hard Drive Space.

6.2. JAVA Software version 6 (build 1.6 o superior). 6.3. Internet connection with 1 Mbps of bandwidth. 6.4. 1024 X 768 pixels or Screen Resolution. 6.5. Windows Operating System XP/Vista/7, Linux y Mac OS X are compatible if used with Java

navigator. 6.6. Antivirus must be present, active and updated. 6.7. Internet Browser: Internet Explorer 7/8/9/10/11.

7. REGISTRATION

Participants who already have an account registered in “CompraNet” will be allowed to take part, show interest and present bids in this Tender; since the registration will be done in one setting, once the Secretariat of the Civil Service enables them, the term of their registration is INDEFINITE. For those interested who do not have an account registered in “CompraNet”, in accordance with the terms of the system, must upload their information in the five forms established in that platform:

7.1. Registration Card.- Company’s or natural person’s general information and user data of the contact.

7.2. Supplementary information of the user. - In this form is where the Digital Certificate must be attached (document with .cer extension) from the Tax Administration Service (Servicio de Administración Tibutaria or SAT), for national companies or apostille documents for foreign companies (see process in section RUPC of “CompraNet”)

7.3. Specific Registrations. - IMSS Code, Civil Society, Chambers, etc. 7.4. Information of Constitutive Act (Legal person) 7.5. Classification. - Select categories from the catalog Clasificador Único de las Contrataciones

Públicas (Catálogo CUCOP) related with the activities of the Company. The classification will allow the reception of notifications of the opportunities sent by “CompraNet”, to the registered e-mail.

Once registered, the participant will receive two e-mails from [email protected], the first one to confirm the registration and the password and the second one with the activation to use “CompraNet”; afterwards, the participants shall access “CompraNet” with the user and password sent to the registered e-mail and change their password. After signing up the Company (Legal person) or natural person, the Policies for Public Hiring Unit (Unidad de Políticas de Contrataciones Públicas of UPCP) from the Secretariat of the Civil Service will collate the information registered with the Digital Certificate provided by the SAT to national companies and the documents apostilled for foreign companies; if valid and, in case of

mailto:[email protected]



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certificate, updated, the company or individual will be permitted to use “CompraNet” (during the time authorized by “CompraNet”), suggesting all participants interested in taking part in other Tenders such as this one, to consider the deadlines and time it takes to register in order to be able to participate.

8. TECHNICAL REQUIREMENTS.

The electronic envelope must contain the documents described in the Bases of this PUBLIC TENDER, in the following order: IN THE TECHNICAL SECTION:

Legal Requirements:

8.1. Current Official ID with photograph and signature of the participant, natural person or legal representation in case of a Company. This document must be digitalized in PDF (Portable Document Format).

8.2. In case of a Company (Legal persons), certified documentation verifying the constitution of its corporate purposes including naval activities or similar, with the capacity to acquire this kind of asset and, also, the reforms to its statutes and the Power of Attorney with written authorization to act on behalf of the company. This document must be digitalized in PDF (Portable Document Format).

8.3. In case of foreign companies, the Constitutive Act of the Company and the Power of Representation, which must be authenticated by Mexican authorities and Legalized or Apostilled. These documents must be digitalized in PDF (Portable Document Format).

8.4. Digitalized copy of the No-Disclosure Agreement (Annex X) signed by the participant, natural or Legal Representative and/or by the common representative of the consortium and/or by the Joint Proposal, which must be presented in person before the visit and walk-

around of “THE FSO TA’KUNTAH”. The Participants who attend the Walk-Around Inspection in previous proceedings VB-018T4I985-E20-2018 or VB-018T4I985-E146-2018, must attach their previous Non-Disclosure Agreement.

8.5. National participants (Legal or natural person) must present Identification Card from the Federal Taxpayer Registration (Registro Federal de Contribuyentes or RFC) of the participant. Foreign participants (Legal or natural person), must attach their TAX ID. This document must be digitalized in PDF (Portable Document Format).

8.6. Digitalized Copy of the Bank Deposit or Wire Transfer as proof of their offer, presented in terms of numeral 15 of the present Bases. This document must be digitalized in PDF (Portable Document Format).

8.7. Foreign participants (Legal or natural person), besides the requirements stated previously, they must provide legal proof of citizenship from a member country of the Organization for Economic Co-operation and Development “OECD”, by presenting official documentation from their country, duly authenticated in the terms of existing legislation (legalized or apostilled). If this document is in a language other than Spanish, it must include official translation by an authorized expert, as well as the list of countries members of the OECD.

8.8. National participants (Legal or natural person) must attach Statement of the bank account with the account number and Standardized Bank Code of the participant, and expiration date no longer than three months. Foreign participants must attach the SWIFT (Society for Worldwide Interbank Financial Telecommunication) Bank Code. These documents must be digitalized in PDF (Portable Document Format).

8.9. Document submitted in any format, signed by the participant or his legal representative, declaring under protest to state the truth, that the participation in this Tender is on his own behalf or on behalf of other group of people or companies that, integrating their technical



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and financial capacities in a consortium, without constituting a divers legal personality, joining their capacities to face this project. Such document must include names and denominations or business name, along with nationality of those who integrate the consortium and the portion or average in which each one participates. In this case, the participant will be the common representative. These documents must be digitalized in PDF (Portable Document Format). Even if the designation of individuals of companies do not generate obligations to any of them, the acceptance of the bid presented by the representative, compels him to pay the proposal in the terms of these Bases and not doing so would result in the cancelation of the operation and the application of the conventional penalty stated in numeral 28 of these Bases.

In case that, for any reason, one of the members of the Consortium, refuses to or can not pay, the representative will have to pay that portion in order to comply in timely manner with the total amount of the debt or indicate the way in which that percentage will be liquidated in favor of PEMEX. The personality and representation of the members of the Consortium shall be accredited by Petróleos Mexicanos at the moment of the payment, to sign the Sales Contract, the exhibition of the tax receipts and to sign the deed that will formalize the acquisition.

8.10. Declare through “CompraNet” testifying under protest to state the truth, to possess sufficient powers to compromise on his own behalf, or on behalf of the corporation.

8.11. Declare through “CompraNet” testifying under protest to state the truth to know the full content of these Bases and its Annexes, agreeing with the terms and conditions, procedures and requirements established in them and compromising to fulfill each and every one.

8.12. Declare through “CompraNet” testifying under protest to state the truth to be up to date with all tax compliance obligations.

8.13. Declare through “CompraNet” testifying under protest to state the truth to refrain from adopting conducts by himself or through a third party, so that public servants induce or alter the evaluations of the bids, the result of the procedure or any other aspect that may grant advantageous conditions over the other participants.

8.14. Declare through “CompraNet”, testifying under protest to state the truth not to be prevented from participating in the present Tender.

8.15. Declare through “CompraNet”, to agree with the requirements in Annex V “Sales Contract Model”, and the obligations assumed by “THE PURCHASER” to sign it no later than delivery date of “THE FSO TA’KUNTAH”; and recorded with and authenticated by a public notary or broker, according to the Navegation and Maritimal Commerce Law (Ley de Navegación y Comercio Marítimo), formalized on account of “THE PURCHASER”.

8.16. Declare through “CompraNet” testifying under protest to state the truth to have experience in the shipping branch and related activities, for which, in case of acquiring the asset, has the capacity to carry out the activities to clean the risers, disconnect, unisinstall, recover and remove “THE FSO TA’KUNTAH”.

8.17. National participants (Legal or natural person) must attach a digital copy of the Document issued by the Tax Administration Service (Servicio de Adminstración Tributaria or SAT), issuing the fulfillment of all Fiscal Obligations, according to Rule 2.1.31, of the 2017 Miscellaneous Fiscal Resolution, numeral 2.1.31, published in the Official Journal of the Federation (Diario Oficial de la Federación or DOF) on November 23rd, 2016. For effects of these bases, the documents previously referred will be valid if issued from October 5th 2018 to October 12th 2018 at 13:00 (THIRTEEN HUNDRED HOURS) This document must be digitalized in PDF (Portable Document Format). Only if the answer obtained by the participant is positive (by being up to date with his fiscal obligations), will be able to continue with the procedure. Any other answer from



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the SAT or the absence of answer, will result in disqualification and will not be able to participate in the process. Foreign participants (Legal or natural person), may only present a signed statement under protest to state the truth, to be up to date with their TAX obligations.

8.18. Annex XI of the present Bases, Declaration of Integrity and No Collusion (DIC), requisite and signed by the participant. This document must be digitalized in PDF (Portable Document Format).

8.19. Declare through “CompraNet” to comply with the Ethics Code and the Code of Conduct and the Anticorruption Policies and Guidelines of Petróleos Mexicanos, and its State Productive Subsidiaries.

Technical Documents:

8.20. The participant must attach a digitalized copy of the documentation mentioned in Annex A and Annex III of these Bases. The documents must be presented in orderly manner, by numeral, including index, page number and other references that may provide their location, as well as the scope. Also, the quality of the documents must allow a proper visible lecture or else it will be discarded.

8.21. The participant must annex a digitalized copy of the documentation mentioned in Annex A and Annex III of the Bases, to prove and verify that the “REPRESENTATIVE ON GROUND” and the “REPRESENTATIVE ON BOARD” will be directly in charge of Coordinating the activities to clean the risers, disconnect, uninstall, recover and remove

“THE FSO TA’KUNTAH”, out to international waters; in case of remaining in national waters it is important to comply with all the requirements issued by the maritime authority, and the requirements stipulated in legislations, normativity and good practices (national and international), and works related with the execution, with the capacity and experience required in the annexes.

8.22. “THE PARTICIPANT” must attach, as part of the accreditation of his interest to participate in the alienation onerous of “THE FSO TA’KUNTAH”, in order to receive validation from the “THE TÉCNICAL PLOG-PEP MULTIDISCIPLINARY GROUP” and as a result of a deep analysis so his participation may be accepted for their qualitative analysis, an original digital copy of the procedure of the cleaning of the risers, disconnection, uninstallation and

removal, signed by him or all the members of the Joint Proposal and/or Consortium of Companies or Natural Persons grouped to participate in this Tender, detailing each and every one of the activities described in Annex III, to be executed by “THE

PURCHASER”, at his own responsibility and cost.

Failure to deliver any of the documents previously requested, or the absence of any of the requirements previously mentioned, is

enough reason to forfeit registration and be disqualified for the Public Tender having its bid discarded. This circumstance will be

added to the written Act

The participants agree from here on that by changing, eliminating or modifying any document or manifestation, after the

dateline given to do so, will be considered as presented out of time and therefore extemporary and invalid.

FOR THE ECONOMIC SECTION:

8.23. The Bid must be uploaded in numeral and sent through “CompraNet” in the corresponding field. The Bids that miss to cover the Reference Value mentioned in the invitation or do not comply with the stablished requirements, will be disqualified



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and the reasons added to the written Minute. In case of a tie in the offers presented by the participants, the first one being registered and validated by the system in “CompraNet”, will be preferred. This circumstance will be added to the written Act.

Any other condition presented by the participants along with their Bid, that may additional, contrary or different to the

requirements, will be considered invalid.

The participants agree from here on that by changing, eliminating or modifying any Bid or Monetary Offer, after the

dateline given to do so, will also be considered as presented out of time and therefore extemporary and invalid.

The participants agree that in case of breaching any of the legal, technical or economical requirements and/or from the Safety, Health and Environmental Protection (SSPA); or does not attend the inspection visit to “THE FSO TA’KUNTAH”, or did not attend in previous procedures, their Bid presented for this Tender will be disposed, stating the circumstances in the written Act, stating the reason for this decision and the resolution can not be challenged in any way, and the organizer will continue with the Tender. 9. PRESENTATION, DOCUMENT FORMAT

The participant will present the legal documents through “CompraNet” and shall observe the following:

9.1. Enter the web page http://www.compranet.gob.mx with user and password. 9.2. Go to “Procedimientos de contratación”. 9.3. Access to “Responder a un Procedimiento” (if interest has not been previously shown, access

“Procedimiento Abierto a Todos”). 9.4. Locate procedure of interest and select the description related with the Tender. 9.5. Verify the period to present documents, if still in time to send the documents, access “Mi

Proposición”. 9.6. Click on “Crear Proposición”. 9.7. Click on “Modificar propuesta” in the Technical proposal. Attach or capture the required

information. 9.8. Click on “Guardar y regresar”. 9.9. Click on “Enviar Proposición”.

9.10. The software that the Secretariat of the Civil Service provides, once the process of certification

is concluded in the electronic identification, will generate the electronic envelope with high tech to guard all confidential information and keep it safe.

9.11. The participants accept that their the documents required by “THE SUAP” will be considered as not presented, when the documents containing the electronic archive are not correct or not readable, or the electronic archive can not be open for containing a virus or the format is different than that requested, or the information contained can not be corroborated or any other reason alien to the “THE SUAP”.

9.12. The participants must upload their bids in the corresponding fields inside “CompraNet”, since offers sent any other way, in or out of the system, will not be accepted.

The participants can send, until the last minute prior to the stablished deadline, the information corresponding to their technical or economical bid or the modifications to the bid. 10. PROHIBITION TO REMOVE THE BIDS OR LEAVE WITHOUT EFFECT

Once the bids are received by “THE SUAP” before the deadline, these can not be removed or left without effect, and therefore, they

http://www.compranet.gob.mx/



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are considered valid until the conclusion of the Tender. Presenting the bid will make it valid and mandatory for all legal effects. 11. MODIFCATION TO STABLISHED ASPECTS OF THE INVITATION OR THE BASES

“THE SUAP” can modify the invitation or the bases of the Tender for justified reasons, up to three days prior to the date stablished for the opening of the bids as mentioned in numeral 5 of the present bases, when the reasons are justified: such modification must be published in “CompraNet” and Petroleos Mexicanos’ home page, the same day they take place. The modifications previously mentioned can not change the asset offered in this Tender, addition of other items or significant variations to its characteristics. “THE SUAP” can cancel the PUBLIC TENDER contemplated in the present bases in any moment previous to the Opening of the Bids; the cancellation must be published in “CompraNet” and Petroleos Mexicanos’ home page, the same day they take place. 12. OPENING ACTS.

12.1. TECHNICAL AND LEGAL ACTS AND GUARANTEES:

12.1.1. The representative of “THE SUAP” will open the documents through “CompraNet”, in the date and time

stablished in numeral 5 of these Bases, meaning October 15th at 10:00 A.M. (TEN HUNDRED HOURS), and will leave constancy of content in a written minute of the Act.

12.1.2. If during the Opening of the Technical and Legal Proposals and Guarantees, for some reason inherent to the functioning of “CompraNet”, technical reasons, fortuitous event, force majeure or any other reason alien to “THE SUAP”, it is not possible to begin or continue with this act, it can be suspended until the problems are solved and the act may begin or continue; to such effect “THE SUAP” will inform and share in “CompraNet” and Petroleos Mexicanos’ home page, the day and time when the act will begin or continue.

12.1.3. Once the Opening of Documents begins, “THE SUAP” will proceed to the opening of the electronic envelopes containing the technical and legal requirements and Guarantess, leaving constancy of content in the corresponding written minute of the Act. “THE SUAP” will receive legal documentation and technical and legal offers and guarantees of the participants through the corresponding section in “CompraNet”, then continue opening the bids and hand it over to “THE TÉCNICAL PLOG-PEP MULTIDISCIPLINARY GROUP”.

12.1.4. “THE TÉCNICAL PLOG-PEP MULTIDISCIPLINARY GROUP”, will then analyze the documents and

technical aspects required as part of the technical documentation of the participants as described in numeral 8 TECHNICAL REQUIREMENTS THAT THE PARTICIPANTS MUST COMPLY and Annexes A and III and determine the acceptance of those that comply with the technical requirements indicated and notify in written to “THE SUAP” signaling for each one of the participants, if their technical offer meets the requirements of confidentiality, experience and technical capacity to perform the activities concerning the cleaning of risers, disconnecting, uninstalling, recovery and removal of “THE FSO TA’KUNTAH” to international waters; in case

of remaining in national waters it is important to comply with all the requirements issued by the maritime

authority, and the requirements stipulated in legislations, normativity and good practices (national and international), breaking it down in their solicited program and procedures, so “THE SUAP” may continue with the opening of the bids of the participants that do comply technically, and issue a Tender Verdict in favor of the participant with the highest bid and has comply with all the technical and economical requirements stablished in these bases, as long as their offer is equal or higher than the amount stablished as Reference



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Value for Sale.

12.1.5. The act may conclude when the total of the electronic envelopes received through “CompraNet” have been open.

12.1.6. The participants agree that the documents required by “THE SUAP” will not be considered as offered when

the electronic archive containing the document is not the correct one or can not be open for containing an electronic virus or any other reason alien to “THE SUAP” that may be illegible.

12.1.7. A written Minute will record the opening act of the documents and a copy will be uploaded afterwards on

“CompraNet”, as well as in Petróleos Mexicanos’ home page.

12.2. ECONOMIC OFFERS (BIDS):

12.2.1. The representative of “THE SUAP” will carry on with the Opening of the Economic Offers through “CompraNet”, on October 22nd 2018, at 16:00 (SIXTEEN HUNDRED HOURS), of those who complied with all the legal and technical requirements.

12.2.2. If during the Opening and Bid Selection Process, for some reason inherent “THE SUAP”, it is not possible

to begin or continue with this act, it can be suspended until the problems are solved and the act may begin or continue; to such effect “THE SUAP” will inform and share in “CompraNet” and Petroleos Mexicanos’ home page, the day and time when the act will begin or continue.

12.2.3. The act will only conclude when the total amount of envelopes sent through “CompraNet” from the participants, have been open.

12.2.4. Once the Opening of the Economic Offers has begun, “THE SUAP” will proceed to the opening of the electronic envelopes containing the economic requirements, leaving constancy of content in the corresponding written minute of the Act.

12.2.5. “THE SUAP” will evaluate each bid from the participants who have been confirmed and will issue a verdict

(selection) in favor of the participant with the highest bid that has complied with all the requierements

mentioned in these Bases, as long as the offer is equal or higher to the stablished as Reference Value for Sale, leaving constancy of content in the corresponding written minute of the Act.

12.2.6. A written Minute will record the Act with a description of the Opening and Bid Selection Process, mentioning each and every bid presented, and the verdict or the day and time when the verdict will be

announced.

12.2.7. A copy of the written Minute will be handed out, and uploaded to “CompraNet” and Petróleos Mexicanos’ home page.



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13. ACTS The Written Minutes of the Acts elaborated during the Opening of the Technical and Legal Offers and Guarantees; Bids and verdicts, will be signed by the Public Servant assigned to preside them, and in some cases, by the representative of Internal Audit, and the participants will be announced in “CompraNet” and Petróleos Mexicanos’ home page.

14. INDICATIONS CONCERNING THE VERDICT

Once the Opening of the Bids conclude the day and time stablished in the Invitation and the present Bases, “THE SUAP” will evaluate the offers of those participants who have comply with the legal and technical requirements, and will decide in favor of the highest and will elaborate a Tender Verdict, which must contain:

14.1. The offers that were rejected, explaining all the legal, technical and economic reasons to sustain the decision and indicate in the bases if something has been missed.

14.2. The offers of those who did not win; 14.3. The name of the Purchaser and the amount of the winning bid; 14.4. Name, position and signature of the public servant responsible for the evaluating offers, and/or

name, positon and signature of the public servant who announces the verdict.

14.5. If it is the case, a statement announcing the annulment. The Tender Verdict will be decided the day and time stated in the invitation of these Bases; leaving constancy of content in the corresponding written minute of the Act, signed by the “President”, as well as the public servants and the attendants to the act, “THE SUAP” will announce the verdict and shear the results through “CompraNet”, and Petróleos Mexicanos’ home page. 15. BID BOND GUARANTEE AND COMPLIANCE GUARANTEE TO CLEAN THE RISER’S, DISCONNECT AND

RECOVER OF “THE FSO TA’KUNTAH” In order to guarantee the offer, the participants shall request the Bank Reference before 17.00 (SEVENTEEN HUNDRED HOURS) on October 11th 2018, and attach through “CompraNet” in the date mentioned in numeral 5 of the Present Bases, a copy of the deposit or wire transfer, in the amount of $20’000,000.00 (TWENTY MILLION PESOS 00/100 M.N.) or the equivalent in US Dollars to the exchange rate of the day mentioned in the publication of the announcement in the Official Journal of the Federation (Diario Oficial de la Federación). The guarantee must be paid through the instruments, accounts, references and concepts given in the days and time provided to each of the participants who request them via e-mail at the following address: [email protected]. Petroleos Mexicanos will not be responsible if the banking institution where the operations takes place, does not confirm the operations, and so, if at the beginning of the Opening and Bid Selection Process and there is no certainty of the deposit being paid in time, the participant will not take part in the procedure. The amount of guarantees will be taken as a partial payment for the operation, as long as it is paid on time along with the offer, according to numeral 16 of the present Bases. If the Bid Bond Guarantee is not presented to support the offer in the terms of these Bases, the Bid will not be opened. The participants, who miss to acquire the asset, will receive back the money of the Bid Bond Guarantee in full, once they have sent via e-mail, a copy of the documents stated in points 15.1 to 15.5:




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15.1. Identification Card from the Federal Taxpayer Registration (Registro Federal de Contribuyentes or RFC) of the participant.

15.2. Bank information with the account number with and name of the participant along with the Standardized Bank Code (Clave Bancaria Estandarizada or CLABE).

15.3. Official Identification with photography and valid signature on both sides, of the participant (Natural person) or legal representative in case of a company (Legal person).

15.4. Unique Population Registry Code (Clave Única de Registro de Población or CURP) of the participant.

15.5. Copy of the wire Transfer The return of the Bid Bond Guarantee must be requested to the following e-mail addresses: [email protected] y [email protected]. “THE SUAP” is empowered to return the Bid Bond Guarantee import to every participant, regardless the solicitation. The participant who acquires the asset agrees that the amount of $20’000,000.00 (TWENTY MILLION PESOS 00/100 M.N.) or the equivalent in US Dollars presented as Bid Bond Guarantee may be taken as Compliance Guarantee to assure the cleaning of the risers, disconnect, recover, uninstall and retire “THE FSO TA’KUNTAH”, until the work has been completed in full satisfaction of “THE COMPANY”, in accordance with the Bases, once the full payment has been done. 16. TERMS OF PAYMENT

The term for “THE PURCHASER” to pay the import to acquire the asset, plus the Value-Added Tax (Impuesto al Valor Agregado or IVA), will begin the day of the acquirement and will end on November 7th 2018, but “THE COMPANY” is not obligated to deliver the asset until the comply of the obligations stated in the present bases. The payment must be as instructed to “THE PURCHASER” via e-mail once he is informed of the verdict of the Public Tender. The payment must be in Mexican currency or its equivalent in US Dollars, to the exchange rate of the day mentioned in the publication of the announcement in the Official Journal of the Federation (Diario Oficial de la Federación). If at the moment of the payment, the exchange to Mexican currency is lower than the amount obligated to pay, “THE SUAP” or “THE COMPANY” will not be held responsible for these reasons, considering a partial payment, being “THE PURCHASER” responsible for transferring sufficient funds, considering the fluctuation of the exchange rate. The invoice of the purchase will be made out to “THE PURCHASER” in terms of numeral 23 and previous conclusion of the technical activities described in the present Bases. Once the previous term has concluded, and “THE PURCHASER” has not completed the payment mentioned in such numeral, he will lose the right to continue with the operation, and the conventional penalty stablished in numeral 28 of the present bases will apply, notifying “THE PURCHASER” in writing, and the Tender will be declared annulled, leaving constancy of content in the Written Minute Act. At the express request of “THE PURCHASER”, presented no later than the payment due day, one or two extensions may be granted, but neve exceeding of 10 (ten) natural days for the payment, as long as the “THE PURCHASER” pays with cashier’s check when soliciting the extension to “THE COMPANY”, through “THE SUAP”, the conventional penalty in mexican pesos obtained from applying 0.5% (zero point five percent) over the value of the purchase sale, plus the Value-Added Tax (Impuesto al Valor Agregado or IVA), for every day extended. Once “THE COMPANY” verifies that the payment has been done during the term stated in this numeral, “THE PURCHASER” may





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present a writing to “THE COMPANY”, through the “Single Window” (Ventanilla Única), containing the name of the of the people who will carry out the cleaning of the risers, disconnection, uninstallation, recovery and removal of “THE FSO TA’KUNTAH” to international waters; in case of remaining in national waters it is important to comply with all the requirements issued by the maritime authority, and the requirements stipulated in legislations, normativity and good practices (national and international). 17. ADDITIONAL CONSIDERATIONS

The asset of the present Tender will be alienated in the physical shape that it is and where it is and “THE PURCHASER” is obligated to remove it from its current location out to international waters; in case of remaining in national waters it is important to comply with all the requirements issued by the maritime authority, and the requirements stipulated in legislations, normativity and good practices (national and international). “THE COMPANY” nor “THE SUAP”, will not grant guarantee, for the physical condition or use in which the asset is currently in, nor for the use that it may be given, including defects and possible hidden vices that may later result during its delivery, agreeing the participants to these conditions, waving their right to sue or claim on this matter. The participants accept that their tax domicile registered in “CompraNet”, will be considered as their legal residence to hear and receive notifications and documents related to this Tender. Every participant accepts that all notifications, citations, requirements, request for reports or documents, and in general, any administrative resolution may be requested by “THE SUAP” through “CompraNet”, e-mail or any other means of electronic communication mentioned by participant in the system. All payments in favor of “THE PURCHASER” will be demanded at “THE SUAP’s” legal residence, which must be done according to the terms of numeral 16 of these Bases. 18. INSPECTION OF “THE FSO TA’KUNTAH” AND CLARIFICATION OF THE BASES

Since “THE COMPANY” has property and rights possession over “THE FSO TA’KUNTAH”, it will gran permits, licenses and access passes to the visit and/or Walk-around inspection of “THE FSO TA’KUNTAH”, however, the transportation from land to the facilities offshore, must be paid by those interested. All interested must send their inspection request from October 5th 2018, to the following e-mail address [email protected], considering the term to send the request from October 5th until October 8th 2018 at 18:00 (EIGHTEEN HUNDRED HOURS). Once the term has expired no more requests will be accepted. For such effect “THE COMPANY” will notify the participants the costs of transportation (including hydration point, but does not include meal on board), so that the interested my pay the request to “THE COMPANY” in order to coordinate the necessary logistics to cover the needs of all visitors. Not complying with the visit previously mentioned, for whatever reason, the proposal will be discarded during the Opening Act, even if they comply with all other requirements mentioned in the Bases. Being this the third time this Tender is presented, and the conditions and functions of “THE FSO TA’KUNTAH” have not vary, if the interested has already participated in the Walk-Around Inspection during pervious Tenders, it will not be necessary to make the visit again.

Visits on private transportation will not be permitted if they are not authorized and coordinated by “THE COMPANY”. Those interested in participating in the visit or inspection of “THE FSO TA’KUNTAH”, must show up with the following documents to register:




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a) Payment of the flight from the heliport from Ciudad del Carmen, Campeche, or any other location indicated by “THE COMPANY”, to the visit.

b) Visible identification attesting that the visitor has been employed by the Company that it represents. c) The Legal Representative for all national companies must identify himself with a certified copy or original testimony of

the power granted, as well as a valid official identification (Passport or voting ID), with photograph and signature. d) National natural persons must present a valid identification (Passport of voting ID) and a Seamans Service Book (Libreta

de Mar) or similar; in case of not having a Seamans Service Book or similar, they must notify it in the Inspection Request to the following e-mail address [email protected] to obtain the access pass and comply with the requirement.

e) In case of foreign companies (Legal person), the accreditation for the Legal Representation must be a Passport or FM3 or similar.

f) In case of foreign individuals (Natural person), the accreditation must be valid Passport. No more than 3 visitors per participant will be accepted; one of which must be the Legal Representative of the interested or the Common Representative of the interested Joint Proposal. In the Inspection Request, the Legal Representative of the interested and/or the Common Representative of the interested Joint Proposal must prove to be a national or international shipowner, (Legal or Natural person), or Company that performs maritime startups and/or disconnections and removals of FPSOs or FSOs and/or integral maintenance operations offshore, to sign the Non-Disclosure Agreement (Annex X) only the participants who have not participated in previous proceedings to condition and restrict the information dissemination of what is to observe; and so they may receive the additional information and blueprints of the FSO. WALK-AROUND INSPECTION: Single day: October 10th 2018 The interested must show up in the place, date and time that “THE COMPANY” stipulates for the Walk-Around Inspections of “THE FSO TA’KUNTAH”. Only those who have previously registered, paid in time and presented the Non-Disclosure Agreement (Annex X) will be allowed to participate in the visit to “THE FSO TA’KUNTAH”, and show up with: 1.- The proper accreditation; 2.- Gas detector equipment; 3.- Personal Protection Equipment Offshore, consisting of:

Cotton Working Overall in a color that contras with the sea, and a visible logo of the Company they represent, Helmet, Half Boot Offshore (no shoelaces), Safety Goggles, Carnaza gloves or any other material that is not flammable Ear plugs;

If the physical characteristics of “THE FSO TA’KUNTAH”, does not allow “THE PURCHASER” to confirm the specifications stated in Annex I, “THE COMPANY” will not be held responsible for the discrepancies that may occur once the cleaning of the risers, disconnection and removal of the asset to international waters; in case of remaining in national waters it is important to comply with all the requirements issued by the maritime authority, and the requirements stipulated in legislations, normativity and good practices (national and international). If “THE COMPANY” or “THE SUAP” show photographs of “THE FSO TA’KUNTAH” to the participants, “THE COMPANY” will not be held responsible if the asset shows better or worst conditions than the ones shown in the referred photographs, and this will not substitute the obligation of the participants to inspect “THE FSO TA’KUNTAH”, according to this conditions mentioned in this section.




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Those who have questions related to the content of these Bases, must express their interest in participating in this procedure and their enquiries must be sent through “CompraNet” from October 5th to 11th 2018 at 12:00 (TWELVE HUNDRED HOURS). The questions must be specific and directly linked with the information mentioned in the Bases, mentioning the number or detailed point to which it applies. “THE SUAP” will consider as reception date of the applications from the participants, the time registered in “CompraNet” at the moment of its delivery and will be answered during the period stated in numeral 5 of the present Bases, SCHEDULE OF THE

EVENTS, on October 11th 2018, from 16:00 (SIXTEEN HUNDRED HOURS) on. A written Minute with constancy of content will be uploaded and available at “THE SUAP’s” web page and at “CompaNet’s” Section of Announcements, for all interested. 19. INTEGRATION OF THE TÉCNICAL PLOG-PEP MULTIDISCIPLINARY GROUP

“THE TÉCNICAL PLOG-PEP MULTIDISCIPLINARY GROUP” will be integrated by personnel of “THE COMPANY” and “THE PLOG”, for its maritime and naval experience, with the intention to integrate the relative information to the Tender process and evaluate the technical proposals received during the Tender process and coordinate the following activities:

19.1. Determine the origin of the registration and participation of the participants in the visit. 19.2. Determine if the participants have the proper protection equipment to participate in the inspection. 19.3. Respond to Technical questions from the participants during the visit.

19.4. After the Opening Act of the Technical, Legal and Guarantees’ offers, the offers that, as part

of their technical proposal, the participants attached to prove their experience and capacity in previous jobs according to Annex A, will be revised in order to determine if they comply or not with the requests to continue with the qualitative process of technical evaluation.

19.5. Evaluate and determine if the accepted Technical Proposals comply or not with the requirements in these Bases and inform “THE SUAP” through a written Technical Report in order to continue with the economical evaluation process of the Bids.

19.6. Provide technical support to the Supervisors (On Board and On Land) assigned by “THE COMPANY” to supervise the cleaning of the risers, disconnection, uninstallment and recovery as a requirement to transfer the material possession and Delivery/Reception of the asset.

THE TÉCNICAL PLOG-PEP MULTIDISCIPLINARY GROUP is integrated by personnel from every management or entity involved in the Technical Process of the Tender and will participate in the Technical Evaluation according to their knowledge and experience and their activities; Expressing their Final Verdict through a written Technical Report transcribed by the Group, according to numeral 19.5, taking a decision by majority of votes.

20. CLEANING OF THE RISERS, DISCONNECTING, RECOVERING AND REMOVAL OF “THE FSO TA’KUNTAH” In order to comply with the disincorporation of “THE FSO TA’KUNTAH” using the commercial practice known as “As is, Where is”, it is necessary to clean the risers, disconnection, uninstallment and recovery, as well as the embedment of the PLEM to uninstall and remove out to international waters; in case of remaining in national waters it is important to comply with all the requirements issued by the maritime authority, and the requirements stipulated in legislations, normativity and good practices (national and international). For the above, before the Delivery/Reception and Transfer of Possession of “THE FSO TA’KUNTAH”, it is required the following:



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Detailed Engineering describing the Works and executions, as well as the requirement for the activities to clean the risers, disconnect and recover to remove it from the geographic site in which it is currently located and tow it

out to international waters; in case of remaining in national waters it is important to comply with all the

requirements issued by the maritime authority, and the requirements stipulated in legislations, normativity and good practices (national and international) that may include: cleaning of the flexible loading lines (risers); maneuvers to disconnect the risers, cut and recovery of the half water arch; and comprehensive management of hazardous and not hazardous waste generated until the Delivery/Reception and Physical Transfer of the asset.

Procurement and mobilization of the equipment, vessel and operational backup and support human resources;

tools and required equipment for the work and offshore activities necessary to clean the risers, disconnection and recovery.

Interior cleaning, sweeping and packing (with inert product) of the flexible pipes (risers) from “THE FSO TA’KUNTAH” to the PLEM.

Disconnect the flexible risers, correct isolation (with blind flange) of the PLEM and the flexible pipes and the signaling of the abandoning point on the seabed of the Half Water Arch recovered.

Recovery of the flexible pipes (risers) using the correct vessel for such procedures, in order to Deliver/Receive

and Physical Transfer of the asset.

The field activities considered from the cleaning of the risers, the disconnection and recovery, responsibility of “THE PURCHASER”, will take place under the supervision of “THE GROUND SUPERVISOR” and “THE ON BOARD SUPERVISOR” designated by “THE COMPANY”, and by the personnel that “THE PURCHASER” assigns as his “GROUND SUPERVISOR” and “ON BOARD SUPERVISOR”. The subsequent activities required to uninstall and retire “THE FSO TA’KUNTAH”, out to international waters; in case of remaining in national waters it is important to comply with all the requirements issued by the maritime authority, and the requirements stipulated in legislations, normativity and good practices (national and international), being “THE PURCHASER” fully responsible since ownership has been fully transferred to him. The activities of cleaning the risers, disconnecting and recovery, must begin with the Detailed Engineering, the next work day from that when “THE PURCHASER” makes the payment according to the CONDITIONS OF THE PAYMENT detailed in these Bases and when “THE SUAP” notifies “THE PURCHASER” the starting date of contract, previously formalized. “THE PURCHASER” will have to follow the Authorized Program and its adjustments, beginning with the cleaning of the risers, disconnection and recovery according to Annex III of these bases. To finish the activities of cleaning, disconnecting and recovery “THE FSO TA’KUNTAH”, “THE PURCHASER” will have a maximum of 90 natural days starting the next working from the confirmation of the full payment for the asset. In case of fortuitous event or force majeure, or causes attributable to “THE COMPANY”, “THE PURCHASER” is unable to carry out the activities previously mentioned for the removal of the asset within the granted term, “THE COMPANY” may modify the starting dates and/or the term for the Transfer of the Physical Possession and Delivery/Reception of the asset, free of charge for “THE PURCHASER”, at the request of “THE COMPANY”, as long as the reasons for such modification are supported and accredited before “THE PROYECT ADMINISTRATOR” assigned by “THE COMPANY”. The compensation of days do not necessarily imply an extension on the number of days contained in the original term, therefore, in case of modifying the starting and finish dates of the activities, the original term for removal will not be considered modified. “THE PURCHASER” accepts the modifications to the starting and finishing term for cleaning the risers, disconnecting, uninstall and removing “THE FSO TA’KUNTAH”, out to international waters; in case of remaining in national waters it is important to comply with all the requirements issued by the maritime authority, and the requirements stipulated in legislations, normativity and good practices (national and international), for the reasons mentioned in the previous paragraph, by “THE COMPANY”, with no responsibility to any of the parties.



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The SUPERVISERS (ON GROUND and ON BOARD), will supervise the cleaning of the risers, disconnection and recovery of “THE FSO TA’KUNTAH”, in terms of national and international regulations and procedures, that the “THE PURCHASER” must include in its Detailed Engineering which must be aligned with the Basic Engineering previously validated during his proposal. The Detaille Engineering must describe all the activities that the personnel of “THE PURCHASER” will carry out during the cleaning of the risers, disconnection and recovery for the uninstall and removal of “THE FSO TA’KUNTAH”, out to international waters; in case of remaining in national waters it is important to comply with all the requirements issued by the maritime authority, and the requirements stipulated in legislations, normativity and good practices (national and international) that must be carried out considering the faculties and obligations of his representatives, to solve operational situations not foreseen in the Bases, in terms of the normativity; also mention all the equipment, vessel, tools, materials and human resources used for every activity; elaborating a Procedure Manual homologated according to international and SSPA standards on safety and environmental protection. “THE PURCHASER”, using its own human, economical and administrative resources, must comply with all the cautions and Industrial Security and Environmental Protection to carry out the cleaning of the risers, disconnection, recovery and embedment of the PLEM of “THE FSO TA’KUNTAH”, in terms of the “Security, Occupational Safety and Environmental Protection of the Suppliers and Contractors in PEMEX’s Facilities, Obligations Manual” (Manual de Obligaciones de Seguridad, Salud Ocupacional y Protección Ambiental de los Proveedores o Contratistas que Realizan Actividades en Instalaciones de PEMEX), as mentioned in Annex IV “SSPA”, considering that “THE FSO TA’KUNTAH”, will be alienated by onerous title under the “As is, Where is” modality, in the physical conditions and the geographical situation where it is currently located. During the cleaning of the risers, disconnection and recovery of “THE FSO TA’KUNTAH”, process, “THE PURCHASER” must comply with these bases and its Annexes, if a discrepancy were to occur between the bases and Annex IV “SSPA”, in safety, health, and environmental protection issues, prevailing what states in the Annex previously mentioned. Moreover, “THE PURCHASER” must adapt all the required measures to avoid touching, interfering or damaging any of Petroleos Mexicanos’, or its State Productive Subsidiaries, facilities, knowing that if a damage is done to the facilities, it is accountable for the expenses and will have to compensate the damages done, at no cost to “THE COMPANY” and with no compensation to “THE PURCHASER”, in addition to the sanctions and civil and/or penal lawsuits that “THE PURCHASER” will have to face on its own and under its responsibility. It is “THE PURCHASER’s” technical and economical responsibility to acquire all authorizations, permits and licenses to carry out the activities concerning the cleaning of the risers, disconnection, recovery and removal of “THE FSO TA’KUNTAH”, to international waters; in case of remaining in national waters it is important to comply with all the requirements issued by the maritime authority, and the requirements stipulated in legislations, normativity and good practices (national and international), and meet the requirements of Federal, State and Municipal Authorities, as well as Maritime, Ecological, Civil, Social (public or private) and any other existing regulation. Also, it is responsibility of “THE PURCHASER” to comply with all agreements, laws, decrees, codes, regulations, resolutions and any other legal disposition, national or international, demanded by national and international authorities to carry on with the cleaning the risers, disconnection, uninstallment, recovery and removal of “THE FSO TA’KUNTAH” from its current location, and any other that “THE PURCHASER” may require after the Transferring of the Maritime Possession and the Delivery/Reception for the removal of the asset out to international waters; in case of remaining in national waters it is important to comply with all the requirements issued by the maritime authority, and the requirements stipulated in legislations, normativity and good practices (national and international). If a third party were to be indemnify, “THE SUAP” and “THE COMPANY” disclaim all responsibility arising from any related situation, and from all the activities that “THE PURCHASER” must carry out to remove the asset after its delivery.

20.1. General Requirements for the Detailed Engineering

“THE PURCHASER” must develop the Detailed Engineering, calculating the requirements for each and every activity to clean the risers, disconnect, uninstall, recover and remove “THE FSO TA’KUNTAH” to international waters; in case of remaining in national waters it is important to comply with all the requirements issued by the maritime authority, and the requirements stipulated in legislations, normativity and good practices (national and international), so he must previously



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visit to the site of works for technical surveys and determine the best way possible to accomplish the activities, “THE COMPANY” will provide the Blue Prints for “THE FSO TA’KUNTAH”, risers, fixation of the mooring system, half water arch and the PLEM; after the visit and Walk-Around Inspection, and prior to the signature of the Non-Disclosure Agreement (Annex XI) according to numeral 8. TECHNICAL REQUIREMENTS THAT THE PARTICIPANTS MUST COMPLY of the present Bases. For the above, “THE PURCHASER” must include the following:

Development and adequacy of existing infrastructure to install in “THE FSO TA’KUNTAH”, carrying out the modifications, complementation and installation of the necessary equipment for the cleaning of the risers with equipment previously determined in the Detailed Engineering.

Disconnection of the Flexible Risers of the PLEM holding the flexible duct. Recovery of the Flexible Risers. Cut and recovery of the Half Water Arch. Embedment of the PLEM

Along with the technical requirements expressed in Point 1.1 of Annex III, of these Bases.

20.2. Procurement Process; General Requirements.

“THE PURCHASER” must consider as part of the process, arrange for the equipment, vessel, instruments, accessories, tools and material to accomplish the activities to clean the risers, disconnect, uninstall, recover and remove “THE FSO TA’KUNTAH” out to international waters; in case of remaining in national waters it is important to comply with all the requirements issued by the maritime authority, and the requirements stipulated in legislations, normativity and good practices (national and international), including the transportation, shipment and installation; as well as the supply and shipment operations and equipped personnel for inspection, maintenance and submarine repairs that may be needed; all at his own expenses, in the understanding that the equipment, instruments and tools and other material, must comply with Pemex regulations, as well as with all national and international Codes and Standards.

“THE PURCHASER” must consider the procurement and mobilization through own means or through leases, or by association as part of a Joint Proposal for the necessary vessel operations required to do the job, with crew, systems and own components at own expenses and responsibilities. The vessel operation must comply with all the safety requirements from the national and international maritime industry, technical specifications, maintenance programs, applicable laws, operation procedures and any other term and contractual condition that may apply, and other technical requirements exposed without limitations in Point 1.2 of Annex III of these bases.

20.3. General Requirements for Movilization.

“THE PURCHASER” is responsible for mobilizing all the material and equipment to the location of “THE FSO TA’KUNTAH”, where the cleaning of the risers, disconnection, uninstallation, recovery and removal of “THE FSO TA’KUNTAH” must take place, and out to international waters; in case of remaining in national waters it is important to comply with all the requirements issued by the maritime authority, and the requirements stipulated in legislations, normativity and good practices (national and international). “THE PURCHASER” is responsible for mobilizing all of its personnel using its own vessels or by leasing or using vessels owned by one of the members of the Joint Proposal, to carry on with the activities for which he is responsible, according to the present bases. “THE COMPANY” may present the transportation service for the personnel of “THE PURCHASER” free of charge, during the development of the activities and cleaning the risers, disconnecting and recovery, as long as “THE PURCHASER” makes the request to the “GROUND SUPERVISOR” seven natural days prior to the date of the

transportation of the personnel, complying with Annex VI of these Bases. As for the activities related to the



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disconnection, uninstallment and removal out to international waters; in case of remaining in national waters it is

important to comply with all the requirements issued by the maritime authority, and the requirements stipulated in

legislations, normativity and good practices (national and international), after the Delivery/Reception and the Transferring

of the Maritime Possession of “THE FSO TA’KUNTAH”, “THE PURCHASER” will be the only one responsible for

mobilizing all equipment, materials, vessels and personnel that require for the activities; and “THE COMPANY” will not be obligated to support in any related activity, permit or expense. “THE PURCHASER” is the only one responsible for mobilizing all the vessels, cranes, equipment and tools used for diving to support the clean of the risers, disconnection, uninstallment, recovery and removal of “THE FSO TA’KUNTAH” out to international waters; in case of remaining in national waters it is important to comply with all the requirements issued by the maritime authority, and the requirements stipulated in legislations, normativity and good practices (national and international), of “THE FSO TA’KUNTAH”, to the site indicated by “THE COMPANY” for all the activities. “THE PURCHASER” most also comply with the technical requirements exposed in Point 1.3 of Annex III in these bases.

20.4. General Requirements for the Offshore Execution

“THE PURCHASER” must carry out through own means and responsibility, the “Offshore Execution” (or Uninstallment and Removal) procedures of “THE FSO TA’KUNTAH”, completing all the requirements, authorizations and work permits for Offshore activities, previously mentioned in the Detailed Engineering, procurement, mobilization and cleaning of the risers, disconnection, uninstallment, recovery and removal of “THE FSO TA’KUNTAH”, to international waters; in case of remaining in national waters it is important to comply with all the requirements issued by the maritime authority, and the requirements stipulated in legislations, normativity and good practices (national and international), following the instructions and requirements issued by the maritime authority considering the survey from document PXL-ST-GTM-SO-89-2017 dated august 22nd 2017, with resolution from august 30th 2017 in document DIGAPROCER/DICM/138/17 issued by the Port Captaincy and Maritime Affairs Office (Dirección General de Capitanías de Puerto y Asuntos Marítimos). which states:

1. “Comply with the recovery of the flexible floating riser pipes, cleaning of all the tanks, lines and manifolds of the vessel and leave them gas free” (“Cumplir con la recuperación de las tuberías flexibles flotantes, limpieza de todos los tanques, líneas y colectores de carga de la citada embarcación y deberá dejarlos libres de gases”).

2. “For the manifolds… that feed the vessel, must displace all the hydrocarbons packing with inert product…, so in case it fractures, it will not pollute or harm the shallow water marine environment of the location it is currently situated in to leave them gas free” (“Para los colectores… que alimentaban al barco deberán, desplazar todos los hidrocarburos empacándose con producto inerte…, para que en caso de fractura no contamine ni dañe el medio ambiente marino superficial y submarino de la localidad en la que actualmente se encuentra situado para dejarlos libre de gases”).

According to Annex VIII of the present bases, and to the maritime, safety, health and environmental protection processes, complying with PEMEX’s internal regulation, National and International, mentioned enunciatively but not limited in Point 1.5 of Annex III of the present Bases. “THE COMPANY” must complete all the paperwork to carry out the cleaning of the risers, disconnection and recovery; however, the expenses obtained from these permits must be paid by “THE PURCHASER”, and the “THE COMPANY” may support within its reach, with the corresponding procedures to acquire all licenses, until the Delivery/Reception and the

Transferring of the Maritime Possession of the asset, considering that ALL expenses will be paid by “THE

PURCHASER”. To disconnect, recover and removal of “THE FSO TA’KUNTAH”, “THE PURCHASER” will be the only

one responsible for acquiring the permits and authorizations required to carry on with the activities Offshore out to international waters; in case of remaining in national waters it is important to comply with all the requirements issued by the maritime authority, and the requirements stipulated in legislations, normativity and good practices (national and international).



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Finally, “THE PURCHASER” must also comply with the conditions described in point 1.4 OFFSHORE EXECUTION, mentioned in Annex III of these Bases.

20.5. Integral Management of hazardous and non-hazardous waste

“THE PURCHASER” must separate the hazardous waste (grease, oil, solvents, additives and/or lubricant containers and all other types of flammable substances), and non-hazardous waste (cans, drums, carboys, plastic bags, carton bags, etc.), as mentioned in the General Law for the Prevention and Integral Management of Waste (Ley General para la Prevención y Gestión Integral de los Residuos). Also, “THE PURCHASER” must have the correct labeling in the storage tanks for hazardous and non-hazardous waste in both the on board and ground facilities. The hazardous waste must be collected, segregated and classified by “THE PURCHASER’s” personnel, who will also be in charge of handling, transporting, and final destination authorized by Secretariat of Environment and Natural Resources (Secretaria de Medio Ambiente y Recursos Naturales or SEMARNAT) or The Federal Attorney for Environmental Protection (Procuraduría Federal de Protección al Ambiente or PROFEPA) or The Agency for Safety, Energy and Environment (Agencia de Seguridad, Energía y Ambiente or ASEA) and the Municipality of the City where the waste will be disposed. “THE PURCHASER” is responsible for storing and handling all the hazardous and non-hazardous waste in each of its vessels and those generated during the activities mandatory by the present Bases, as well as its final destination in land, according to the the General Law for the Prevention and Management of Waste (Ley General para la Prevención y Gestión Integral de los Residuos) and the “Regulations to the General Law of Ecological Equilibrium and Evnironmental Protection of the Matter of Hazardous Waset (Reglamento de la Ley General de Equilibrio Ecológico y la Protección al Ambiente en Materia de Residuos Peligrosos) to handle and disposal of the waste. “THE PURCHASER” must have current authorization to move, handle and dispose of the hazardous and non-hazardous wastes, from the Secretariat of Communications and Transportation, Secretariat of Environment and Natural Resources and/or The Federal Attorney for Environmental Protection (Procuraduría Federal de Protección al Ambiente or PROFEPA) and/or The Agency for Safety, Energy and Environment (Agencia de Seguridad, Energía y Ambiente or ASEA) and/or the Municipality where the landing, transportation and disposal of the waste will take place. “THE PURCHASER” is responsible for classifying and packaging all the hazardous and non-hazardous waste generated during the development of the activities mandatory by these bases; the final disposition of the hazardous and non-hazardous wastes, are also responsibility of “THE PURCHASER” according to the applicable regulations, delivering to “THE COMPANY” a written testimony of the final disposal.

20.6. Site Clean-Up

The surplus material from the activities, in accordance with current regulations, is sole responsibility of “THE PURCHASER”, and so, he is responsible for gathering, recollecting, mobilizing, storing and/or its final disposal.

“THE PURCHASER”, before cleaning the risers, disconnecting, uninstalling, recovering and removing “THE FSO TA’KUNTAH” to international waters; in case of remaining in national waters it is important to comply with all the requirements issued by the maritime authority, and the requirements stipulated in legislations, normativity and good practices (national and international), must comply with all the requirements to obtain maritime permits and authorizations for the risk activities described in these Bases, which should be valid before and during the Delivery/Reception and the Transferring of the Maritime Possession, according to numeral 23 of the present bases, of “THE FSO TA’KUNTAH” from “THE COMPANY”; the permits must be filed before the proper dependencies, and comply with the regulations stablished in numeral 1.5. APPLICALBE REGULATIONS, CODES AND STANDARDS from Annex III and “THE COMPANY”, the Captain of the “PLOG” of “THE FSO TA’KUNTAH”, and the Port Captaincy (Capitanía de Puerto) and/or the Merchant Navy Office (Dirección General de Marina Mercante) and/or the Port Captaincy and Maritime Affairs Office (Dirección General de Capitanías de Puerto and/or Asuntos Marítimos) and/or any other instance; it is recommended to contact an



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authorized national consignee to acquire the necessary permits. “THE PURCHASER” must guarantee that during the development of each and every activity from cleaning the risers between “THE FSO TA’KUNTAH” and the PLEM, and after finishing, will leave the site where the activities took place and the PLEM, in the same condition as they were before the beginning of the activities; and leave the sites as ordered by the national, maritime and environmental authorities; the “ON BOARD SUPERVISOR” will monitor and supervise the activities according to proceedings stated by “THE COMPANY” and the development of “THE PURCHASER” according to its Detailed Engineering, and “THE COMPANY” will always be empowered to correct and/or sanction the activities related to the cleaning of the risers, disconnection, removal and recovery of “THE FSO TA’KUNTAH”, without compensation to “THE PURCHASER” and absolving “THE COMPANY” and “THE SUAP” from any responsibility in case “THE PURCHASER” does not comply with the present Bases.

20.7. Responsibility of “THE PURCHASER”

During the works of cleaning the risers, disconnecting, uninstalling and removing of “THE FSO TA’KUNTAH”, to international waters; in case of remaining in national waters it is important to comply with all the requirements issued by the maritime authority, and the requirements stipulated in legislations, normativity and good practices (national and international), “THE PURCHASER” must strictly comply with the following:

A) Have the proper equipment and materials to prevent and avoid oil spills and/or oily residues that may damage the

environment in the workplace, complying with the environmental cleaning requirements from “THE COMPANY” or any other requirement from an environmental protection authority; also, have a proper emergency plan or procedure, according to local, national or international norms; complying with the Emergency Response Plan of “THE COMPANY”, during the completed activities and up to the Delivery/Reception of the asset.

B) Take responsibility for any damage caused by the workers, employees or representatives, to any facilities of “THE

COMPANY”, or of its State Productive Subsidiaries, or third parties, or to the environment where the cleaning of the risers, disconnection, uninstallment, recovery and removal of “THE FSO TA’KUNTAH” to international waters; in case of remaining in national waters it is important to comply with all the requirements issued by the maritime authority, and the requirements stipulated in legislations, normativity and good practices (national and international), take place, and if such damages were to occur, he must compensate the damages by his own means. If these assumption takes place, the “ON BOARD SUPERVISOR” will inform “THE LAND SUPERVISOR” and the authorities, of the situation, being “THE PURCHASER” obligated to take “THE COMPANY” to safety, along with the workers, the supervisors, the representatives, the commissioners and anyone else related with “THE COMPANY”.

C) The permit process, fines and damages, sanitation of contaminations caused by/or accidents, leaks and/or spills

caused by him or its workers and/or its vessels and/or by instructions given by the “ON BOARD SUPERVISOR”, during the cleaning of the risers, disconnection, uninstallation, recovery and removal of “THE FSO TA’KUNTAH”, out to international waters; in case of remaining in national waters it is important to comply with all the requirements issued by the maritime authority, and the requirements stipulated in legislations, normativity and good practices (national and international), will be responsibility of “THE PURCHASER” releasing “THE COMPANY” ant “THE SUAP” from any responsibility.

Also, take responsibility for any accident and/or incident that may suffer any of its employees and/or vessels while working, and making sure that the personnel working on board in any of his vessels do not work a number of days or hours that may be excessive and compromise the safety of the men at sea or cause an accident or maritime incident; having to comply with the work and rest periods stipulated in the valid International Convention of Standards of Training, Certification and Watchkeeping for Seaferers (Convenios sobre Estándares de



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Entrenamiento, Certificación y Guardia de la Gente de Mar) or STCW 2010 and the Maritime Labour Convention (Convenio de Trabajo Marítimo) or MLC 2006.

D) Process and obtain permits from the proper authorities and/or the consent and authorization to carry out with the

activities in national waters where “THE FSO TA’KUNTAH” is located. E) “THE PURCHASER” must not use for any of the activities on deck or on exposed pipes, as part of the works,

equipment or tools that may use gas or electricity, in order to prevent any fire or explosion, unless it is secure or they are certified as anti-explosion and/or anti spark and/or protected against explosion and spark.

F) Under no circumstance, the acceptance letter of the auxiliary vessels mentioned in Annex A1, release “THE

PURCHASER” from any of its obligations or decreases his responsibilities. G) Provide, at own cost and responsibility, food and housing to all personnel working on his vessels during the

cleaning of the risers, disconnection, uninstalling, recovery and removal of “THE FSO TA’KUNTAH”. H) Supply fuels, water and other materials required for consumption and operation of the equipment, vessels and

personnel, during the working periods.

I) Supply all the materials, equipment, tools and human resources needed, certified and trained for the cleaning of the risers, disconnection, uninstallment, recovery and removal of “THE FSO TA’KUNTAH”.

J) Protect, defend, compensate and protect “THE COMPANY”, clearing in peace and safe all workers, representatives, supervisor, commissioners and any other legal or natural person, from any loss, harm, responsibility, lawsuit, complaints and expenses as a result of sickness, death and/or personal damages of any employee and/or worker of “THE PURCHASER”, and/or Joint Proposal, and the operators of each vessel or any other person related with the activities of cleaning the clean the risers, disconnect, uninstall, recover and remove “THE FSO TA’KUNTAH” out to international waters; in case of remaining in national waters it is important to comply with all the requirements issued by the maritime authority, and the requirements stipulated in legislations, normativity and good practices (national and international), that “THE PURCHASER” is obligated to provide, according to the present bases, regardless of the origin that caused it.

K) “THE PURCHASER” will be responsible for personal damages, material damages, injuries, or death of any crew

member, technician, diver, assistant, equipment manager, as well as damages on tugboats and/or anchor handler of Company suppliers or entity that represents them and/or that may be working on board in each of the vessels or a related work.

L) Keep the property and safeguard all the vessels required for the cleaning of the risers, disconnection,

uninstallment, recovery and removal of “THE FSO TA’KUNTAH”, to international waters; in case of remaining in national waters it is important to comply with all the requirements issued by the maritime authority, and the requirements stipulated in legislations, normativity and good practices (national and international), and operate them during the works.

M) “THE PURCHASER” will not be responsible for personal damages, sickness, death, injury or loss of any of the

employees of “THE COMPANY”, unless “THE PURCHASER” or his operators, and/or captains and/or officials and/or crew and/or technicians, are accountable.

N) Compensate and maintain “THE COMPANY” protected, keeping clear and in peace and safe all workers,

representatives, supervisor, commissioners and any other individual, from any loss, harm, responsibility, lawsuit, complaints, responsibilities, trials, loss, damage, expenses and defense costs, including damages to third parties



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originated by pollution from his vessels (leased or property of any of his members), for reasons imputable to “THE PURCHASER” (including the cleaning of the pollution), and/or by personal damages and/or material damages to “THE COMPANY” and in general, to third parties other than themselves and their members.

O) All the vessels and naval artefacts (leased or property) in their custody flying foreign flags, must comply to the

jurisdiction and national legislation from our country according to the Law of the Sea and Maritime Trade (Ley de Navegación y Comercio Marítimos) while inside Mexican seaways.

P) Verify that the vessels required to clean the risers, disconnect, uninstall, recover and remove “THE FSO

TA’KUNTAH” to international waters; in case of remaining in national waters it is important to comply with all the requirements issued by the maritime authority, and the requirements stipulated in legislations, normativity and good practices (national and international), comply with registrations, permits and statutory certificates, valid during their time of service for the onerous alienation of “THE FSO TA’KUNTAH”, required by the competent authorities, being leased or property of any of the members of the Joint Proposal.

Q) All vessels, own or leased, will be submitted to a Vessel Inspection according to Annex A1. “Inspection

procedure applicable to vessels and naval artefacts in Pemex Exploration and Production No. PO-SS-OP-0016-2016” (“Procedimiento operativo para inspección a embarcaciones y artefactos navales en Pemex Exploración y Producción”); each vessel must comply with the procedures and permits required according to its use.

R) Comply with all the maritime, safety, risk prevention, health and environmental protection processes, in accordance

with norms, rules, regulations and institutional procedures of “THE COMPANY”, and with national and international codes, legislations, regulations, agreements and norms, as well as instructions and requirements from maritime and environmental authorities.

S) The “GROUND REPRESENTATIVE” must have managerial and financial faculties; and the capacity to take

immediate decisions on any controversy related to on ground and on board activities, complying with the requirements in Annex A.

T) The Captain of every support vessel to clean the risers, disconnect, uninstall, recover and remove “THE FSO

TA’KUNTAH”, employed by “THE PURCHASER” is obligated to:

1. Keep communication with the “ON BOARD REPRESENTATIVE”. 2. Report immediately to the “ON BOARD REPRESENTATIVE” and/or to the “THE GROUND

REPRESENTATIVE”, who will report to the “ON BOARD SUPERVISOR” the interruption of the activities indicating the reason and the status of the vessel that will be temporarily out of order.

3. Elaborate a logbook and keep it updated with the operations on board the vessel, registering daily deeds and programed inspections, permit renovations, etc. related to the activities.

U) Provide first instance medical assistance to the entire crew on board every vessel that, according to the

occupational health statutes, may require attention; also, provide first aids to its personnel that, with the intention to execute the jobs and activities of cleaning the risers, disconnecting, uninstalling, recovering and removing “THE FSO TA’KUNTAH”, might get hurt, in accordance with the established in the medical service protocol on board its vessels and/or vessels belonging to any member of the Joint Proposal.

V) For the activities and works related with the cleaning of the rises, disconnection, uninstallment, recovery and

removal of the risers and the half water arch and those underwater works for closing valves in PLEM, installation of signaling beacon signaling the remains left on the seabed, he must comply with the procedures mentioned in its Detail Engineering, procurement and mobilization according to the regulations of “THE COMPANY”, national or international.



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W) Carry out efficiently, in a securely and ecological manner, all works and activities related to cleaning of the rises,

disconnection, uninstallment, recovery and removal of “THE FSO TA’KUNTAH” out to international waters; in case of remaining in national waters it is important to comply with all the requirements issued by the maritime authority, and the requirements stipulated in legislations, normativity and good practices (national and international), stablished in the procedures develop by him, and in accord with the present bases.

X) Keep the spares, accessories, equipment for hose management and other backup equipment required for

necessary operations, in the most appropriate place, as well as the health, safety, spill response, emergencies and fire control procedures, according to applicable laws, prudent industry practices and the requirements of all the permits for the development of the activities mentioned in these Bases.

Y) Take responsibility for all the aspects related to all tariffs and taxations, customs, port fees payments, operation

permits, documents, inspections from Mexican authorities, port pilot service, etc. during the development of the activities in Mexican maritime boundaries or any other place appointed by “THE COMPANY”.

Z) All activities after the Delivery/Reception Act and the Transferring of the Maritime Possession of the asset, which

include, enunciatively but not limited, the (i) disconnection and (ii) recovery of chains belonging to the anchoring system, (iii) arrange for abandonment of chains in seabed with signaling beacons for the final destination of the chain and (iv) removal of “THE FSO TA’KUNTAp”, out to international waters; in case of remaining in national waters it is important to comply with all the requirements issued by the maritime authority, and the requirements stipulated in legislations, normativity and good practices (national and international), are responsibility of “THE PURCHASER”, reason to comply with Annex VIII; and all the indications, permits and requirements of the Mexican Maritime Pavilion, Mexican Armada (Armada de México), Agency for Safety, Energy and Environment (Agencia de Seguridad, Energía y Ambiente or ASEA), Secretariat of the Navy (Secretaría de Marina o SEMAR), General Directorate of Port Captaincies and Maritime Affairs (Dirección General de Capitanías de Puerto y Asuntos Marítimos or DIGECAPAM), General Directorate of Merchant Navy (Dirección General de Marina Mercante or DGMM), Secretariat of Communications and Transportation (Secretaría de Comunicaciones y Transportes or SCT), Secretariat of Environment and Natural Resources (Secretaría del Medio Ambiente y Recuros Naturales or SEMARNAT), The Federal Attorney for Environmental Protection (Procuraduría Federal de Protección al Ambiente or PROFEPA), National Water Commission (Comisión Nacional del Agua or CONAGUA) as well as other Government Institutions, National Maritime Authorities and International competences, therefore “THE COMPANY” disclaims any responsibility during the development of such activities.

AA) Since “THE PURCHASER” is obligated to maintain “THE COMPANY” protected, keeping clear and in peace and

safety all workers, representatives, supervisor, commissioners and any other individual related with “THE COMPANY” and comply with the instructions of the Maritime and Environmental Authorities, “THE PURCHASER” must prove that it complies with permits and authorizations from Maritime and Environmental regulations for the activities mentioned in the previous paragraph; and present the following documents:

1. Copy of the plan and Signage of abandonment of supports and chains on the seabed. 2. Copy of such permits and authorizations.

Regardless of the moment in which the physical transfer of “THE FSO TA’KUNTAH” takes place, the delivery of the documents must take place before the removal of the asset out to international waters; in case of remaining in national waters it is important to comply with all the requirements issued by the maritime authority, and the requirements stipulated in legislations, normativity and good practices (national and international).

AB) “THE PURCHSER” must return the crude oil found in the two risers since it belongs to “THE COMPANY”, and must dimension the recovery of such crude oil during the activities of the cleaning of the risers to hand it over to “THE COMPANY”.



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20.8. Responsibilities of “THE COMPANY”

A) “THE COMPANY” may claim any waste oil recovered from “THE FSO TA’KUNTAH” after the cleaning of the

risers; and “THE PURCHASER” must hand give it back to “THE COMPANY”.

21. NATURE OF “THE FSO TA’KUNTAH”

“THE FSO TA’KUNTAH”, is considered a movable good for all corresponding legal effects; and since it has reached the end of its operational life and is not being considered for a short term project by “THE COMPANY” for usage, lease or feasibility, in addition to not meeting some of the requirements by any local, maritime or port authority, and not complying with national and international ecological regulations and standards, it must be alienated using the commercial practice known as “As is, Where is”. 22. DELIVERY

Considering that the movable good (including the hull, static and dynamic equipment, machinery, motors, rudder, turret, anchoring system, flexible pipes or risers, rigid pipes and housing unit and/or accommodations and access) will be sold under the modality “As is, Where is”; the characteristics, dimensions and other references pointed out in Annexes I and II are approximately, and so, in consequence, “THE PURCHASER” will reveal “THE COMPANY” and the “THE SUAP” from any responsibility if the stock, weight or measure calculated is not found, and can not ask to terminate the operation for these reasons. It will not be considered impossibility for removal when the National Maritime and Port Authorities deny the access or removal of “THE PURCHASER”. The formal delivery will take place no longer than maximum 90 natural days, after notifying the beginning of the activities. 23. TRANSFER OF PROPERTY

23.1. Once ”THE SUAP” has issued the Tender Verdict in favor of the participant with the best offer for

“THE COMPANY”, as long as the offer is equal or higher than the Reference Value, and has comply with all the additional technical and economical requirement mentioned in these Bases; and has comply with the Payment Conditions and therefore, liquidated the onerous alienation of “THE FSO TA’KUNTAH” in favor of “THE COMPANY”, complying with the required Bid Security and Delivery of Policies stablished in these Bases, “THE SUAP” will celebrate a Sales and Purchase Agreement for “THE FSO TA’KUNTAH”, and formalize the Property Transaction once “THE PURCHASER” has carried out all of the activities for the adequacy and installation of equipment in platform, amongst others, cleaning of the risers, disconnection of the risers and half water arch, cleaning of the lines, embedment of the risers and the PLEM, recovery of the risers and half water arch. All protocols from public notaries, and their registration in the National Maritime Public Registy (Registro Público Marítimo Nacional), concerning the Sales and Purchase Agreement will be responsibility and paid by “THE PURCHASER”.

23.2. The transfer of physical possession of “THE FSO TA’KUNTAH”, will be formalized by a

Delivery/Reception Agreement, once the activities previously mentioned have been concluded, in satisfaction of “THE COMPANY”, who will make sure that the national crew of the “PLOG” hired by “THE COMPANY” and the crew of “THE FSO TA’KUNTAH”, deliver “THE FSO TA’KUNTAH” to the crew of “THE PURCHASER”.



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23.3. The Agreement mentioned above must include the date, time and place where the transfer of the material possession will be delivered from “THE COMPANY” to “THE PURCHASER” who, as owner, must tow “THE FSO TA’KUNTAH” out to international waters; in case of remaining in national waters must comply with the terms dictated by the maritime authority and requirements stablished by national and international legislation, normativity and good practices, complying with all indications, permits and stipulations, enunciatively but not limited by the Mexican Maritime Pavilion, Mexican Armada (Armada de México), Agency for Safety, Energy and Environment (Agencia de Seguridad, Energía y Ambiente or ASEA), Secretariat of the Navy (Secretaría de Marina o SEMAR), General Directorate of Port Captaincies and Maritime Affairs (Dirección General de Capitanías de Puerto y Asuntos Marítimos or DIGECAPAM), General Directorate of Merchant Navy (Dirección General de Marina Mercante or DGMM), Secretariat of Communications and Transportation (Secretaría de Comunicaciones y Transportes or SCT), Secretariat of Environment and Natural Resources (Secretaría del Medio Ambiente y Recuros Naturales or SEMARNAT), The Federal Attorney for Environmental Protection (Procuraduría Federal de Protección al Ambiente or PROFEPA), National Water Commission (Comisión Nacional del Agua or CONAGUA) along with other government institutions and all National and International Maritime Authorities.

23.4. The sale of “THE FSO TA’KUNTAH”, agreed under the “As is, Where is” modality, will be delivered in its current location and no one from “THE COMPANY”, “THE SUAP”, the “PLOG”, or its employees, its representatives, its commissioners, or any other physical or moral person related to “THE COMPANY”, will grant “THE PURCHASER” any guarantee on the physical state, conservation, contamination or use of “THE FSO TA’KUNTAH”, or on the use that may be given by “THE PURCHASER”, or on possible hidden vices that may appear after the removal, and claims of any kind will not be accept, with the understanding that there will be no Quality Certification for “THE FSO TA’KUNTAH”, but there will be Statutory Certification on the existing conditions, current or expired.

24. ASSURANCE

24.1. During the term given to clean the risers, disconnect and recover “THE FSO TA’KUNTAH”,

“THE PURCHASER” must have all insurances that may consider convenient, which must be acquired by his own means, at own expenses and own resources, including those required by maritime authorities, until the removal of “THE FSO TA’KUNTAH”, out to international waters; in case of remaining in national waters it is important to comply with all the requirements issued by the maritime authority, and the requirements stipulated in legislations, normativity and good practices (national and international), and at least cover the civil responsibilities that could arise from damages to third parties, and/or to the environment and/or to “THE FSO TA’KUNTAH”, including the insurance of the vessels and auxiliary equipment intended to the participate with the activities described in the present bases and those needed directly or indirectly to acquire “THE FSO TA’KUNTAH”.



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24.2. “THE PURCHASER” and “THE COMPANY” will have joint liability in case of environmental damages caused by oil spill during the displacement of hydrocarbons in the risers that belong to “THE COMPANY”. “THE COMPANY”, its employees, representatives, supervisors, commissioners and any other natural or legal person related to “THE COMPANY”, will not be responsible for the sufficiency or insufficiency of the insurance conditions hired by “THE PURCHASER”. “THE PURCHASER” is obligated to obligated to keep “THE COMPANY” in peace and safety, along with all its workers, representatives, supervisor, commissioners and any other physical or moral person related to “THE COMPANY”, in case of complaints, lawsuits or action that may occur during the cleaning, disconnection or recovery.

24.3. Assurance During the Period of Transfer of Property. Without prejudice to this clause, during the period between the acquisition date and the signing of the Sales and Purchase Agreement of “THE FSO TA’KUNTAH”, and the dates between the physical transfer of the asset through the Delivery/Reception Agreement mentioned in numeral 23, “THE COMPANY” will keep “THE FSO TA’KUNTAH”, insured, in the Insurance Policy, as Floating Fixed Object in process of disincorporation.

25. COMPUTE

Since the asset of this PUBLIC TENDER will be sold as batch and stock, it is not necessary to compute, weight or measure it, since the amount of the assets retired is more or less the indicated, there will be no place for claim of any kind, or adjustment to the amount of payment, and “THE PURCHASER” will relieve “THE COMPANY” and “THE SUAP” of any responsibility on the matter and will not be able to ask for the rescission of the operation for these reasons. 26. DESCALIFICATION OF THE PARTICIPANTS

The participants who do not comply with all the requirements stablished in the present bases will not be able to participate in the Public Tender. General public in any of the following situations will not be able to participate, either:

26.1. Legal and natural persons who have previously acquired properties (or assets) from Petróleos Mexicanos or its State Productive Subsidiaries, and for reasons attributable to them, did not comply with their contractual obligations arising from winning a tender, or are currently arrears in their payments of foreclosed assets in other procedures.

26.2. The public server who has intervened in this Tender, has personal, familiar, labor, business or private interest, including those from which he or she may benefit, his or her spouse or a blood relative to the fourth degree, by affinity or civil, or for third parties with whom might have professional, labor or business relations or partners or partnerships in which the public server or any of the other individuals mentioned, form or have been part of, or those who are currently banned to perform a position, employment or commission in the public service. The alienations made in contravention to the previous paragraph will be null and will generate responsibilities;



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26.3. The public servants who have access to privilege information.

26.4. People who have intervened on their behalf or through others in any of the stages of preparation, evaluation and execution of the alienation process.

26.5. People banned from performing a position, employment or commission in the public service by the Secretariat of the Civil Service;

26.6. People who have provided false information or who have acted in bad faith in any previous or current alienation procedure to acquire properties from Petróleos Mexicanos or its State Productive Subsidiaries, or during an appeal. There must be a written notification from the Secretariat of the Civil Service;

26.7. Those currently in civil or commercial contest; and

26.8. All others who for any reason may be prohibited, by law, from participating. People who incur in two or more occasions, within year (calendar), in what is assumption of numeral 26.1 and 26.7 of these Bases, cannot participate in alienation procedures for itself, or through a third party, for a term of two years counted from the day they were notified of the resolution of the instructed administrative procedure. 27. DISAGREEMENTS AND COMPAINTS

Participants who considered their rights violated by acts and resolutions emitted during the present Tender, may file an appeal for Review according the Federal Administrative Procedure Act (Ley Federal de Procedimiento Administrativo). The appeal shall be presented before the authority that issued the decree within a period no longer than 15 labor days, starting the day after the notification takes effect. The participants who detect irregular activities during the procedure may report them before Petróleos Mexicanos’ Responsibility Unit (Unidad de Responsabilidades de Petróleos Mexicanos). 28. GUARANTEE RETENTION AND CONVENTIONAL PENALTY

If “THE PURCHASER” does not comply with the payment in time and form, the operation will be canceled and just for the delay in

fulfilling his obligations, the amount of the Bid Bond Guarantee of his Bid will be retained, as mentioned in numeral 15 of the present

bases and “THE PURCHASER” will be notified in writing, statement accepted by the participants and “THE PURCHASER”.

If “THE PURCHASER” does not comply with the obligations mentioned in numeral 20 of the present Bases, and the expenses incurred by “THE COMPANY” in case of necessary reinstallations, restorations or withdrawals, the operation will be canceled, and “THE COMPANY” will hold from the “THE PURCHASER’s” transaction, the necessary amount as Contractual Penalty to cover its obligations, as well as the Compliance Guarantee for the cleaning of the risers, disconnection, recovery, desinstall and retire of “THE FSO TA’KUNTA” according to the settlement agreed by “THE COMPANY”, and the rest will be returned.



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29. INTEGRITY SCHEMES, BUSINESS ETHICS AND DUE PROCESS It is fundamental for Petróleos Mexicanos (“Pemex”), to share principles and guidelines of business ethics as elements to preserve its own integrity; for such reasons, the relationship with its customers will be based in selection criteria previously stablished, attending the needs of the company, with independency in every operation it performs; all in terms of the Petróleos Mexicanos and its State Productive Subsidiaries’ Code of Ethics. Also, Pemex has a Code of Conduct, where honest professional relationships are fostered, with quality, respect and transparency towards its clients. Both Codes are available in the following page: http://www.pemex.com/acerca/codigo-de-conducta/Paginas/default.aspx To comply with the regulations that foresees the Due Diligence, the participants will requisite, sign and attach to their Legal Proposals the questioner available as Annex XI of the present Bases, which will be evaluated during the Opening Act of the Legal Proposals, Guarantees and Verdict by the assigned Public Servant.

30. DEFAULT If, for any reason attributable to “THE PURCHASER” the clearing of the risers, the disconnection and recovery of “THE FSO TA’KUNTAH”, do not take place within the term granted in the present bases, from the next day on after the deadline, he will have to pay a penalty fee for the delay in fulfillment of his obligations, the result of applying 5% (five percent) over the value of the goods still pendant to be removed, in Mexican pesos, plus the Value-Added Tax (IVA), for each additional working day. This payment will have to be previous to the delivery of “THE FSO TA’KUNTAH”, using one or several of the instruments mentioned in numeral 16 of these bases. The additional days that “THE PURCHASER” require to carry out the cleaning of the risers, disconnection and recovery of “THE FSO TA’KUNTAH”, according to this section, will be restored to the term mentioned in numeral 20 of the present Bases. When the debt is equal to the value of the asset, without verifying a payment within 5 (five) natural days after that in which “THE PURCHASER” receives from “THE COMPANY” the proper requirement, he will no longer be able to dispose of the asset. In the previous case, “THE PURCHASER” agrees from here on that all the products yet to be retired, will be given in property in favor of “THE COMPANY”, who will dispose of them as best suits its interests and in consequence, the operation will be canceled. 31. JURISDICTION

To interpret and comply the present Bases, and any other act that may derive from them, the parties will submit to the Federal Laws and the exclusive jurisdiction of the Federal Courts in Mexico City, renouncing to the jurisdiction corresponding to their home address, present and/or future, for the location of their properties or any other reason. 32. GLOSSARY

ASEA: The Agency for Safety, Energy and Environment. ASSET: The FSO Ta’Kuntah offered in this Tender. BIDS: All documents that constitute the technical and economical sections presented by the participants. COMPRANET: Electronic Government Procurement System consist in the automatization of the different stages in the procurement

http://www.pemex.com/acerca/codigo-de-conducta/Paginas/default.aspx



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process of the Federal Government through the linkage of the purchasing units and suppliers or contractors, as well as other actors that participate in the process by computers and data bases, such as global agencies, Banks and institutions. The process consist in the publication of calls and bases for tendering, the remote consultation of suppliers and contractors who are interested in participating, the holding of a meeting of clarification, the publication of acts and modifications of the bases, the delivery of suppliers and contractors of the codified and encrypted technical and financial proposals as well as payment of the guarantee of the bail fee; Opening of technical proposals received manually and codified, and the publication of their corresponding act; The opening of the financial proposals received manually and codified; The publication of the winning party; The procurement formalization through the signature of the contract and the substitution of the guarantees or bail fees; The registration of the contractual commitments of the purchasing units and the suppliers. The system is free of charge and constitutes a contracting process. CONAGUA: National Water Commission DIGECAPAM: Port Captaincy and Maritime Affairs Office (Dirección General de Capitanías de Puerto y Asuntos Marítimos) DGMM: Merchant Navy Office DOF: Official Journal of the Federation (Diario Oficial de la Federación) FORTUITOUS EVENT OR FORCE MAJEURE: Event of natural or human origin that could not have been reasonably foreseen or expected and is out of the control of the persons concerned, making it materially impossible for one of the parties to fulfil l their obligation, without blame or negligence from the affected party. It will not be considered Fortuitous or Force Majeure those provoked deliberately by the affected party or when he has contributed to the event. FSO: Floating Storage and Offloading Unit. GROUND REPRESENTATIVE: Employee of the “THE PURCHASER” with at least a Superintendent or Captain position, in charge of coordinating and/or supervising each and every one of the activities related to cleaning the risers, disconnecting and removal of “THE FSO TA’KUNTAH”, on land. FSO TA’KUNTAH: The asset to be alienated, FSO (Floating Storage and Offloading Unit). IMO: International Maritime Organization. INTEGRAL MAINTENANCE: Activities or works that include preventive maintenance, predictive, correctives, rehabilitations and/or substitutions that conform the technical schemes of the equipment, lines and auxiliary services; as well as hull and machinery in general for installations off shore, FSO and/or FPSO of the same or similar characteristics to the asset. MEXICAN PAVILION: Representation of the Mexican State before the IMO (International Maritime Organization) by the DIGECAPAM (Port Captaincy and Maritime Affairs Office). MEXICAN ARMADA: Armada de México NAVAL ARTIFACT: Refers to “THE FSO TA’KUNTAH”, including the hull, static and dynamic equipment, machinery, motors, anchoring system (the chains will be recovered according to terms and regulations) turret, rigid and/or flexible pipes (risers) and housing unit; but not the floating, loading and transfer hoses. ON BOARD REPRESENTATIVE: Employee of the “THE PURCHASER” with at least a Superintendent or Captain position, in charge of coordinating and/or supervising each and every one of the activities related to cleaning the risers, disconnecting and removal of “THE FSO TA’KUNTAH”, on board and/ off shore. ON BOARD SUPERVISOR: Employee of “THE PURCHASER” with at least a Superintendent or Captain position, in charge of



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supervising each and every one of the activities related to cleaning the risers, disconnecting and removal of “THE FSO TA’KUNTAH”, on board and/off shore, up to the discharge of the Boat Registration Number, flag resignation and change of crew. PARTICIPANTS: Company, set of companies and/or all (natural or legal persons) who participate in the tender process. PLEM: Pipe Line End Manifold. PRODUCTION BLOCK SHALLOW WATERS AS01 OFFICE (Subdirección de Producción Bloques Aguas Someras AS01): Office to which is attributed the asset to be alienated, in charge of issuing the information after signing the Non-Disclosure Agreement. PROFEPA: The Federal Attorney for Environmental Protection (Procuraduría Federal de Protección al Ambiente). PROJECT ADMINISTRATOR: Personnel of “THE COMPANY”, with at least a Manager (Gerente) position, who, according with the General Contracting Arrangement (Disposiciones Generales de Contratación) by Petróleos Mexicanos and its State Productive Subsidiaries is responsible for: (i) the administration, efficiency and operation of the Project to achieve its goals and objectives; (ii) take fundamental and operational decisions required to comply with the contracts related with the Project: (iii) perform the technical valuations of the hiring procedures; (iv) justify the hiring needs from the Hiring Model, and (v) identify the risks of the Project and of the Contract while executing the contract and the mitigation thereof, (vi) the other inherent, according to the corresponding norm. RFC: Federal Taxpayer Registry (Registro Federal de Contribuyentes) issued by the expedido por la Secretariat of Finance and Public Credit (Secretaría de Hacienda y Crédito Público). RISERS: (Flexible Pipe) 16” in diameter connected with the PLEM up to the Turret of “THE FSO TA’KUNTAH”. SAT: Tax Administration Service (Servicio de Administración Tributaria). SCT: Secretariat of Communications and Trasportation (Secretaría de Comunicaciones y Transportes). SEMAR: Secretariat of the Navy (Secretaría de Marina). SEMARNAT: Secretariat of Environment and Natural Resources (Secretaria de Medio Ambiente y Recursos Naturales). SFP: Secretariat of the Civil Service (Secretaría de la Función Pública). SUPERVISOR EN TIERRA: Employee of “THE PURCHASER” with at least a Superintendent or Captain position, in charge of supervising the activities related to cleaning the risers, disconnecting and removal of “THE FSO TA’KUNTAH”, on land. TÉCNICAL PLOG-PEP MULTIDISCIPLINARY GROUP: Technical group formed by employees of “THE COMPANY” and PEMEX LOGISTICS, a State Productive Subsidiary, also known as “PLOG”, due to its experience in the maritime and naval fields. BASES: Present document, describing legal, administrative, technical and economic aspects (amongst others), for the proper alienation of the asset. TENDER DOCUMENTS: All documents elaborated and presented during the Tender process; Invitation, Annexes, Specifications, Clarifications, Modifications, Responses, Briefing Session Act, Bid Opening Act, Tender Verdict and all other documents that constitute the present bases or derive from the procedure.



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