agreement for engineering and project management services

SORESCODevelopmentof the PMC+FEED forThe Moin Refinery Expansión and Modernization Project

WorleyParsonstesouicps &energy

Contract No SOR-PMC+FEED-11-1007

Agreement for Engineenng and Project Management Services of27

AGREEMENT FOR ENGINEERING AND PROJECT MANAGEMENT SERVICES

BETWEEN

("Contractor")

AND

("Owner")

Vv

SORESCODevelopment of the PMC+FEED forThe Moin Refinery Expansión and Modernizaron Project

This AGREEMENT is entered into and is effective as of this

between

WorleyParsonsresourois «. energy

ContractNo. SOR-PMC+FEED-11-1007

Agreement for Engineering and Project Management ServicesPage2of27

day of .,20.

SORESCO SOCIEDAD ANÓNIMA a joint venture company incorporated between RECOPE and CNPCInternational Ltd., with its corporate ID number 3-101-592874, are a Corporation existing and dully registeredunder the laws of Costa Rica, represented by Mr. Wang Xingyi, President of SORESCO, Chínese national,major, married, engineer, domiciled in Beijing, China, barrier of passport number P00979179, (hereinafterreferred to as "Owner"),

and

a corporation incorporated under the laws of, hereinafter referred to as "Contractor".

Owner and Contractor are referred to herein individually as "Party" or jointly as "Parties".

WHEREAS,

A: Owner intends to undertake the expansión and modernization of Moin Refinery Project in Limón, Costa Rica;and

B: Owner desires that Contractor act as Project Management Contractor (PMC) by forming Intégrate ProjectManagement Team (IPMT) with Owner to render certain project management and related services; and

C: Owner also desires that Contractor render Front End Engineering Design (FEED) services for modernizationof Project (RECOPE FEED) and expansión of Project (SORESCO FEED);

D: For optimization of management and execution of Project, Owner requests Contractor to perform PMCservices and RECOPE FEED according to Agreement in Part A on a reimbursable basis, and performSORESCO FEED according to Agreement in Party B on a lump sum basis.

E: Contractor represents that it is able and willing to render to Owner such services; and

F: Contractor also represents that it will perform the Work in both Part A and Part B with consistent standards,specifications and schedule in to ensure the smooth, coordinated, expeditious of the execution of the Project.

NOW THEREFORE, in consideration of the mutual covenants and obligations of the Parties, it is herebyagreed as follows terms and conditions as set forth in both Part A and Part B:

SORESCODevelopment of the PMC+FEED forThe Moin Refinery Expansión and Modernization Project

WorleyParsonsresouttes & energy

ContractNo SOR-PMC+FEED-11-1007


PARTA

AGREEMENT FOR PROJECT MANAGEMENT SERVICES

AND

FRONT END ENGINEERING DESIGN FOR RECOPE

TABLE OF CONTENTS

Articles

Article 1

Article 2

Article 3

Article 4

Article 5

Article 6

Article 7

Article 8

Article 9

Article 10

Article 11

Article 12

Article 13

Article 14

Article 15

Article 16

Article 17

Article 18

Exhibits

DEFINITIONS

SCOPE OF WORK AND RESPONSIBILITIES OF CONTRACTOR

OWNER'S RESPONSIBILITIES

SCHEDULE

CONTRACTOR'S WARRANTIES

COMPENSATION AND PAYMENT

CHANGES

CONFIDENT1ALITY

OWNERSHIP OF DOCUMENTS; INVENTIONS; LIENS

LIABILITIES

INSURANCE

DURATION OF AGREEMENT

TERMINATION

SUSPENSIÓN OF WORK

FORCÉ MAJEURE

DISPUTE RESOLUTION

APPLICABLE LAW

MISCELLANEOUS PROVISIONS

Exhibit Al - PMC Scope of Work

Exhibit A2 - FEED Scope of Work

Exhibit Bl - PMC Execution Plan

Exhibit B2 - FEED Execution Plan

Exhibit C - FEED Organization Chart

Exhibit DI - Project Master Schedule

Exhibit D2 - FEED Contractor's Schedule of Work

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ContractNo SOR-PMC+FEED-11-1007

Agreement for Engineering and Project Management Services of 27

Exhibit E - Pricing and Payment Schedule

Exhibit F - Corporate Guarantee

Exhibit G - Qualifications and Requirements for Contractor Key Personnel

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SORESCO Contract No SOR-PMC+FEED-11-1007Development of the PMC+FEED for Agreement for Engineering and Project Management ServicesThe Moin Refinery Expansión and Modernization Project __ of 27

Article 1 - DEFINITIONS

Unless the terms or context of this Agreement provide otherwise, the following terms shall have the meaningsset out below:

1.1 "Affiliate" means any company which a Party hereto, now or hereafter, owns or controls directly orindirectly. It shall include a company which is owned or controlled by the same company (orcompanies) that own, directly or indirectly, controlling interest of the Party to this Agreement. It shallinclude the company or companies which own or control, directly or indirectly, a Party hereto.

1.2 "Change(s)" shall mean any alteration, change, amendment or modification of this Agreement thatmeets the requirements set forth in Article 7.

1.3 "Confidential Information" shall mean any and all ¡nformation, data, and knowledge which are madeavailable to Contractor by Owner or to any Subcontractors by Contractor relating to the performance ofthe Work.

1.4 "Agreement" shall mean this Agreement for Engineering and Project Management Services in Part A,including the Exhibits attached hereto.

1.5 "Contractor" means the Party identified in the preamble of the Agreement, and its permitted successorsand assigns.

1.6 "Effective Date" shall be the date first written above.

1.7 "Owner's Other Contractor(s)" means those contractors (other than Contractor and its Subcontractors)engaged by Owner in connection with the Project and the subcontractors of every tier to suchcontractors, including all entities engaged directly by Owner to provide engineering, procurement and/orconstruction services.

1.8 "Project" shall mean the expansión and modernization of Moin Refinery Project in Limón, Costa Rica.

1.9 "Project Schedule" shall mean the schedule for the Project attached hereto in Exhibit DI and ExhibitD2.

1.10 "Site" means the land in Moin refinery upon which the Project is to be constructed.

1.11 "Subcontractor(s)" means a third party, at any tier, performing a portion of the Work or supplyingservices under contract to Contractor or to another Subcontractor.

1.12 "Work" shall mean all work and services to be performed by Contractor under this Agreement in Part A.

1.13 Interpretation

1.13.1 Words and expressions in the singular include the plural and words and expressions in theplural include the singular;


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Contract No. SOR-PMC+FEED-11-1007


1.13.2 Headings and the index are for convenience only and shall not affect interpretation orconstruction;

1.13.3 References to a "person" shall be construed so as to include any company, corporation orother body corporate, any individual, firm, government or governmental body any state oragency of a state, or any joint venture, association or partnership (whether or not havingsepárate legal personality);

1.13.4 Words and expressions importing the masculine, feminine or neuter gender only include allsuch genders;

1.13.5 References to any document (including this Agreement) shall be construed as references tothat document as it may be modified, amended, novated or supplemented from time to time;

1.13.6 Reference to Articles and Exhibits are to articles of and Exhibits to this document;

1.13.7 References to "including", "include" and the like shall be read as if followed by the words"but without limitation";

1.13.8 References to "law" shall be construed so as to include statutory, common and customary lawand any constitution, decree, judgment, legislation, court ruling, order, ordinance, regulation,rule, statute, treaty or other measures, in each case, in forcé in any jurisdiction and as replaced,amended, modified or re-enacted from time to time, and including all local, municipal,regional, state and federal laws (and "lawfully", "legally" and the like shall be construedaccordingly); and

1.13.9 References to time are to time at the location of the Site.

1.14 This Agreement has been fully reviewed and negotiated by the Parties and in interpreting thisAgreement, no weight shall be placed upon which Party or its legal advisor drafted the provisión beinginterpreted.

Article 2 - SCOPE OF WORK AND RESPONSIBILITIES OF CONTRACTOR

2.1 General

2.1.1 All Work to be performed under this Agreement shall be managed by Contractor in itsMonrovia office and at Owner's refinery according to the project structure and proceduresdescribed in Exhibit Al—PMC Scope Work and Exhibit A2—FEED Scope of Work forRECOPE.

2.1.2 Contractor shall fumish those portions of the scope of services set forth in Exhibit Al andExhibit A2 as directed by Owner during the two Project execution phases as described inArticle 2.2.

2.2 Contractor's Responsibilities

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SORESCO Contract No SOR-PMC+FEED-11-1007Development of the PMC+FEED for Agreement for Engineering and Project Management ServicesThe Moin Refinery Expansión and Modernization Project of 27

2.2.1 Owner appoints Contractor as project management contractor for the Project, and Contractorhereby accepts such appointment and agrees to carry out and complete the Work in accordancewith the terms and conditions of this Agreement. The Contractor shall perform the Work asdescribed in Exhibit Al and Exhibit A2 during the following Project Execution Phases:

Phase 1 - "Project Definition", which shall include management and coordinationof Owner s Other Contractors (including process licensors) for the purpose of preparingprocess design packages, front end engineering designs ("FEED"), and cost estimates.

Phase 2 - "Project Implementation", which shall include management andcoordination of Owner's Other Contractors for the purpose of performing engineering,procurement and construction of the Project, providing Site management, coordinationof performance testing, and assistance to Owner for pre-commissioning, commissioning,and startup.

Contractor shall also furnish engineering and associated services as part of the Work inaccordance with Exhibit Al and Exhibit A2

2.2.2 Contractor shall perform the Work in accordance with the terms and conditions of theAgreement and shall use reasonable efforts to complete the Work in accordance with the ProjectSchedule as defined in Exhibit DI & D2. Owner may request Contractor to providecoordination and/or administration responsibilities in connection with Owner's OtherContractors. With respect thereto, Contractor shall use reasonable efforts to ensure thatOwner's Other Contractors perform in accordance with the terms and conditions of theirrespective contracts with Owner, however, Contractor shall have no liability for defects in thework performed by the Owner's Other Contractors or the failure of the Owner's OtherContractors to perform in accordance with the requirements of their respective contracts withOwner except the said failure is caused for Contractor's reason. All appropriate contractualdocuments related to such Owner's Other Contractors will be made available by Owner toContractor. If Contractor, at any time, judges that Owner's intervention is required inconnection with the performance of an Owner's Contractor, Contractor will advise Owneraccordingly and will assist Owner in implementation of corrective action relative toperformance of such Owner's Contractor. Contractor shall also monitor the cost and scheduleperformance of Owner's Other Contractors, and will set up a reporting system for the overallprogress of the Project.

2.2.3 Contractor shall use for the implementation of the Work all experience and technical knowledgeit has hereto gained in the execution of similar projects in accordance with generally acceptedindustry practices.

2.2.4 Contractor shall be deemed to be aware of and shall observe any applicable laws, statutory rulesand regulations, including but not limited to all local, municipal, regional, state and nationallaws of the Republic of Costa Rica in effect at the Effective Date and acknowledges that thoselaws, rules and regulations, to the extent applicable, shall apply to the performance of Work.Contractor shall keep itself informed of and observe any laws, statutory rules and regulationspublished after the Effective Date that may affect the Work. If any laws, statutory rules, orregulations published after the Effective Date affect the Contractor's cost or time ofperformance of the Work, Contractor may request a Change Order in accordance with Article 7of this Agreement.

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2.2.5 Contractor shall use reasonable efforts to supply a sufficient number of competent personnel toaccomplish the Work in accordance with the requirements of this Agreement.

2.2.6 Contractor's employees so identified in Exhibit G shall be considered Key Personnel.Contractor shall not replace such Key Personnel without the prior written consent of Owner,which consent shall not be unreasonably withheld. Replacement of Key Personnel shall in noway hinder or delay the performance of the Work under this Agreement. Contractor shall beresponsible for replacing any removed Key Personnel, regardless of the reason for such removal.All replacement Key Personnel shall be subject to Owner's approval. Approved replacementKey Personnel shall be required to work alongside the person who is being replaced for areasonable transition period. Contractor shall bear all costs associated with replacement of KeyPersonnel, including mobilization and demobilization expenses.

2.2.7 Contractor shall appoint an authorized representative, subject to the approval of Owner, whoshall act on behalf of the Contractor ("Contractor Executive Sponsor"). The requirements of theContractor Executive Sponsor shall be satisfied with the qualification and requirement specifiedin Exhibit G hereto. And Owner has the right to request the Contractor to remove him in anotice in writing for the reason stipulated 2.2.8 below and the Contractor shall appoint anotherContractor Executive Sponsor within 7 working days upon receiving the notice, and thisContractor Executive Sponsor shall be qualified in compliance with Exhibit G and hisappointment shall be subject to the approval of Owner. The Contractor Executive Sponsor shallnot be replaced without Owner's approval. Contractor shall ensure that the Contractor ExecutiveSponsor shall be conversant in spoken and written English as well as capable of work.

2.2.8 Upon request of Owner, Contractor shall remove from the Work and replace, subject toavailability, any of Contractor's or its Subcontractors' personnel including the ContractorSponsor, for any reason. If such personnel are deemed by Owner to be incompetent,unqualified, dishonest, uncooperative or physically unable, all costs and expenses incurred inthe replacement of such personnel shall be to Contractor's account. Contractor shall indemnify,defend and hold harmless Owner from any claims, liabilities and costs (including attorney's fees)arising out of any removal or replacement of any of Contractor's or its Subcontractors'personnel.

2.2.9 Should there be any deficiency in the manner in which Contractor or its Subcontractors performthe Work, Contractor shall take prompt and effective action to correct these deficiencies andshall inform Owner thereof, so that the remaining portion of the Work is done in accordancewith the provisions of this Agreement. If after correction of deficient Work, any portion of theWork that still contains deficiencies, Owner may remove that portion of the Work fromContractor and have the Work performed by others. In that event, Contractor will not beentitled to being paid either for the original cost of the Work that remained deficient or for thecost of attempting to correct such work. In addition, Contractor shall pay to the Owner anamount equal to the Contractor's original cost of performing, plus the cost of attempting tocorrect that deficient Work. Contractor shall have no other liability to Owner with respect todeficient Work, or for the cost to Owner of having such deficient Work performed by others, orfor any other damages incurred by Owner.

2.2.10 If delays in the performance of the Work with respect to the Project Schedule are likely to occuror have occurred, Contractor shall inform Owner hereof immediately in writing and initiate

WorleyParsonsresarces &energy

SORESCO Contract No. SOR-PMC+FEED-11-1007Development of the PMC+FEED for Agreement for Engineering and Project Management ServicesThe Moin Refinery Expansiónand Modernization Project of 27

reasonable and appropriate measures to maintain the Project Schedule or to compénsate for anydelay by accomplishing subsequent parts of the Work in less time as originally planned in orderto meet the remaining deadlines of the Project Schedule. Contractor shall forthwith informOwner of all measures taken.

2.2.11 Owner or its authorized representative has the right to review and approve drawings,specifications, documents, procedures, methods and data which Contractor develops hereunder.Such review or approval shall in no way relieve Contractor from its responsibilities, obligationsor liabilities under this Agreement.

2.2.12 Contractor shall issue to Owner regular progress reports on the progress, cost and compliancewith the Project Schedule of the Work, exhibiting all relevant factors such as status ofconstruction, procurement, coordination of Owner's Other Contractors and relevant interfaces,safety, security, quality, governmental permits, liaison meetings with the concerned teams ofOwner, Owner's Other Contractors, banks and authorities.

2.2.13 Contractor shall be responsible for performance of the Work in accordance with generallyaccepted industry practices. Contractor shall not subcontract any part of the Work except asOwner, in its solé discretion, agrees to in writing. All Subcontractors employed by Contractorin connection with the Work shall be subject to prior written approval by Owner.

2.2.14 Contractor shall not be relieved from any obligation under this Agreement by entering into anycontract with any Subcontractor. Contractor shall monitor the performance of Subcontractors,and shall promptly notify Owner if in Contractor's opinión a Subcontractor ¡s not performing inaccordance with the terms of its subcontract. Contractor shall then, at the direction of Owner,proceed to enforce the terms of the subcontract in accordance with Owner's instructions. Allcosts and expenses incurred by Contractor in connection with administering subcontracts and/orenforcing the terms of subcontracts, including without limitation (i) prosecution of claimsagainst Subcontractors, (ii) defense of claims brought by Subcontractors against Contractor orOwner, (iii) change orders and variations to Services performed by Subcontractors, (iv)Subcontractor claims for additional costs, (v) costs incurred in suspending performance ofSubcontractors or terminating Subcontractors for convenience or cause, (vi) costs incurred inhiring and paying replacement Subcontractors and (vii) costs incurred in litigation, arbitration orsettlement of disputes or other legal matters with Subcontractors (including attorney's fees),shall not be allowed as reimbursable costs.

2.2.15 Owner agrees that with respect to any liability of Contractor to Owner (including withoutlimitation any obligation of the Contractor to protect, defend, indemnify or hold Ownerharmless pursuant to the provisions of this Agreement) or claim by Owner against Contractorunder any provisión of this Agreement arising out of the acts or omissions of Subcontractorspursuant to any subcontract, Contractor's liability to Owner under this Agreement shall belimited to:

(a) The amounts that Contractor actually recovers from any relevant policies of insurancecarried by Subcontractors;

(b) Amounts that Contractor actually recovers from the Subcontractor pursuant toenforcement of the terms of the relevant subcontract; and

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SORESCO Contract No SOR-PMC+FEED-11-1007Development of the PMC+FEED for Agreement for Engineering and Project Management ServicesThe Moin RefineryExpansiónand Modernization Project of 27

(c) Any rights of specific performance or other non-monetary relief that the Contractor isable to enforce against the Subcontractor.

(d) Owner can collect from the contractor any remaining portion of damages up to 5percentage of the final reimbursable cost.

2.2.16 Contractor shall ensure that nothing contained in any subcontract shall créate any contractualrelationship between Owner and any Subcontractor or confer third party beneficiary status onany Subcontractor.

2.2.17 If Contractor employs Subcontractors to partially fulfill its contractual obligations hereunder, itshall ensure that all contracts entered into with Subcontractors contain a clause according towhich such contracts can be terminated in conformity with the provisions on terminationcontained in this Agreement.

2.2.18 In the event that any additional Contractor services become necessary to ensure the successfulimplementation of the Project, such services shall upon solé approval of Owner also becomepart of the Work by issuance of a Change Order in accordance with Article 7 hereof.

2.2.19 Contractor shall provide as specified in Exhibit E, office space, furnishings, clerical andsecretarial assistance, communication services and other facilities and services required forOwner's use at Contractor's home and branch offices.

2.2.20 Estimates prepared by Contractor (including, but not limited to, estimates of quantities, costsand schedules) represent Contractor's best judgment based upon its familiarity with the industryand the information available at the time of the estímate. It is recognized, however, that neitherOwner ñor Contractor has control over factors which affect or relate to such estimates.

2.2.21 In no event shall Contractor be Hable in contract, tort, strict liability, warranty, or otherwise forany special, indirect, incidental or consequential damages, such as but not limited to loss ofproduct, loss of use, non-operation or increased costs of operation of equipment or systems, lossof anticipated revenue or profits, cost of capital, delays in or cost of construction, or cost ofpurchased or replacement equipment or systems.

2.3 Site Conditions, Technical Information and Approvals.

2.3.1 Contractor represents that, to the extent necessary to perform the Work, it has examined andaccepts all the conditions relevant to the Work, the Site and its surroundings and agrees toperform the Work in accordance with the compensaron provisions of Exhibit E. Contractorshall advise Owner regarding site risks and methods to control such risks, and shall furtherrecommend to Owner which of said risks should be borne by Owner's Other Contractors. Norepresentations by or oral agreement with any agent or employee of Owner, either before or afterthe execution of this Agreement, shall affect or modify any of Contractor's rights or obligationshereunder.

2.3.2 While performing the Work hereunder, Contractor shall, in the exercise of its expert andprofessional judgment, examine and verify all technical information, engineering data or otherinformation furnished to Contractor in connection with this Agreement, by Owner or otherwise,and shall at once report in writing to Owner upon discovery of any error, omission or

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discrepancy in such information. Contractor shall not, in any way, be relieved of any obligationunder the Agreement should any technical information, engineering data or other informationobtained from Owner be incorrect and/or insufficient if such errors or insufriciencies should be

recognizable to a competent engineering contractor.

2.3.3 Where Contractor is required to obtain Owner's approval hereunder, such approval must be inwriting. Owner's approval shall not be unreasonably withheld. Owner's receipt or consent toand/or approval of any of Contractor's designs, specifications, drawings, reports or submissionsshall not waive any of Owner's rights or relieve Contractor of any obligations for defects,deficiencies, errors, omissions or negligence.

2.3.4 Contractor shall have no responsibility for hazardous or toxic substances (whether or notdefined as such by statute) present at the Site and discovered in the course of the Work ("LatentHazardous Substances"), including but not limited to Latent Hazardous Substances containedbelow the surface of the Site. All handling, containing, transporting or disposing of LatentHazardous Substances will be done by Owner or third parties engaged directly by Owner.Contractor may temporarily interrupt the Work if it reasonably believes continuing with theWork involves undue risk of exposure of persons to Latent Hazardous Substances. Contractorwill promptly inform Owner of such circumstances, and exercise due diligence to cooperatewith Owner to determine how and when Contractor, its subcontractors, and their employees andagents, may safely resume any ¡nterrupted Work. Any additional cost and increased time forperformance to the extent caused by said interruption will be to Owner's account. Ownerfurther agrees to indemnify, defend and hold harmless Contractor and its subcontractors from allliability, loss, cost and expense (including any fines, penalties, attorney fees and costs ofdefense), that Contractor or its Subcontractors may incur in connection with any liability,demand, allegation, action, suit, judgment, or other claim, including without limitation claimsfor personal injury or death to any person, or for breach of any legal duty, caused by anencounter with or exposure to Latent Hazardous Substances, incidental to the Contractor'sperformance of the Work, as directed by Owner, or otherwise.

2.4 Independent Contractor

Contractor shall be an independent contractor, maintaining complete control over Contractor's personneland operations. No employee of Contractor shall be, in any sense, an employee of Owner or its Affiliates,parent or subsidiaries. As an independent contractor, Contractor shall have control over the manner andmethods of performing the Work; however, Contractor shall perform the Work in accordance withprocedures and practices agreed between the Parties, and Contractor shall perform the PMC work underthe management of the integrated project management team formed by PMC and Owner's personnel.

2.5 Contractor's Employees

Contractor shall be solely responsible for, and Contractor's compensation includes an allowance for allitems set forth in Exhibit E. Contractor shall in a timely manner make all reports concerning itspersonnel required by govemmental authorities. Contractor shall also pay or shall cause to be paidpromptly when due all other costs incurred in performing the Work. Owner, from time to time, mayrequire Contractor to furnish evidence satisfactory to Owner that Contractor has complied with theprovisions of this Article 2.6.

2.6 Safery

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Agreement for Engineering and Project Management Servicesof27

2.6.1 Owner places the highest priority on safety, health and environmental conditions at all siteswhere the Work is to be performed, and expects and requires Contractor to do the same.Contractor shall be responsible for all aspects of safety during the performance of the Work, andshall take all necessary measures to ensure that it and its Subcontractors maintain a safe workingenvironment. Contractor shall require its employees, Subcontractors, invitees, and othersengaged by it to comply with applicable national, state and local laws and regulations, andOwner's safety, health, environmental and substance abuse rules, regulations and procedureswhile the Contractor is performing the Work. Contractor is responsible for notifying andtraining such persons about such regulations, rules, and procedures. When deemed appropriateby Owner, Contractor shall desígnate a representative to supervise safety, health, andenvironmental matters pertaining to the Work. Contractor shall acquire a copy of the Owner'ssafety rules and procedures and shall require its employees and others engaged by or under thedirection of the Contractor to attend regular safety meetings put on by Contractor. Contractorunderstands that Owner's rules and procedures are not determinative of all safety requirementsapplicable to Contractor and others engaged by it. Unless otherwise agreed in writing,Contractor shall supply at its own expense all safety and health equipment and materials,including personal protective equipment for its employees, required by the Owner in theperformance of the Work, with the exception that Owner will provide such safety and healthequipment and materials to Contractor's PMC staff at Owner's cost. Contractor shall have anongoing safety program and shall maintain related documentation that meets all regulatoryrequirements, if any. Owner may inspect and audit Contractor's safety, health, andenvironmental compliance programs. Contractor shall make available to the Owner anydocumentation required to conduct such audits. Prior to performing any Work at the Site,Contractor shall provide a safe, healthy, and environmental orientation that is satisfactory toOwner for the benefit of its employees and others engaged by it. Persons who perform Work atthe Site must show evidence of completing this orientation. The Contractor shall be responsiblefor training and alerting its employees and ensuring others engaged by it have appropriatetraining concerning safety, health, and environmental hazards pertaining to Work at the Site.

2.6.2 The contractor shall be responsible for the provisión of on-Site facilities for first aid, treatmentof minor injuries and first response in emergency situations.

2.6.3 Contractor shall not permit a hazardous, unsafe, unhealthful or environmentally unsoundcondition or activity to be conducted at any site where Work is being performed, and shall takeimmediate steps to elimínate or correct the condition or activity. If Contractor fails takeimmediate steps to correct any such hazardous, unsafe, unhealthful or environmentally unsoundcondition or activity relating to the Work following notice to do so by Owner, Owner shall beentitled to take such action to correct such hazardous, unsafe, unhealthful or environmentallyunsound condition or activity as Owner in its solé discretion deems necessary.

2.7 Business Standards

2.7.1 Contractor, in performing its obligations under the Agreement, shall establish and maintainappropriate business standards, procedures and controls, including those necessary to avoid anyreal or apparent impropriety or adverse impact on the interests of Owner or any Affiliates ofOwner. In its performance of the Work, Contractor shall review with Owner on a regular andfrequent basis such business standards, procedures and controls, including, without limitation,those related to the activities of Contractor's employees and agents in relation to the Owner'semployees, agents and representatives, vendors, Subcontractors and other third parties, and alsothose related to the avoidance of any conflict of interest.

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SORESCO Contract No SOR-PMC+FEED-11-1007Development of the PMC+FEED for Agreement for Engineering and Project Management ServicesThe Moin RefineryExpansiónand Modernization Project of 27

2.7.2 Contractor represents that all financial settlements, reports and billings rendered to Owner underthe Agreement shall properly reflect the facts of all activities and transactions, and may berelied upon as being complete and accurate by Owner for all purposes. Contractor shall requirethe same covenant from its suppliers, vendors and Subcontractors involved in furnishingmaterials or services for the Work. Contractor shall promptly notify Owner in writing upondiscovery of any failure to comply with the foregoing responsibilities.

Article 3 - RESPONSIBILITIES OF OWNER

3.1 Owner will obtain all official approvals necessary for the Work that Contractor cannot obtain in its ownñame or is not authorized to obtain on behalfof Owner.

3.2 Owner shall grant Contractor access to the Site, subject to any applicable regulations, provided thatContractor shall take all appropriate measures to prevent unauthorized persons from obtaining access tothe Site. Owner may refuse any person admittance to its fácilities or exelude any person fromperforming work under this Agreement, and Contractor shall fully cooperate with Owner with respectthereto.

3.3 Owner shall nomínate authorized representatives who shall be the contact persons for Contractor and therepresentatives of Owner for matters concerning this Agreement. Owner has the right to replace theauthorized representative at any time. Owner shall inform Contractor of such replacements in writing.

3.4 Owner shall supply or arrange for others to supply to Contractor without charge and in such reasonabletime so as not to prevent, delay or disrupt the performance of the Work, all data, information andrecords relating to the Project which are in its possession or under its control and which are reasonablyrequested from time to time by Contractor, and shall give Contractor such assistance as Contractor mayreasonably require in connection with the performance of the Work.

3.5 Owner shall furnish suitable accommodation, food, local transportan on, air transportation, office spaceand office supplies to Contractor free of charge for performance of the PMC service in San José or atSite. The travel policies of the Contractors country of origin shall apply.

3.6 Any advice, consent or approval shall not in any way affect the responsibility and obligations ofContractor under this Agreement.

Article 4-SCHEDULE

Contractor shall use reasonable efforts to carry out the Work in accordance with the Project Schedule. Nochanges shall be made to the Project Schedule except through the issuance of a Change Order as set forth inArticle 7. Notwithstanding anything to the contrary contained elsewhere herein, the Parties agree that theProject Schedule is an estimated schedule dependent on the activities of Owner, Owner's Other Contractors andothers, as well as other factors beyond the control of the Contractor, and therefore Contractor will make its bestendeavor to avoid delays in the Project Schedule.

Article 5 - CONTRACTOR'S WARRANTIES

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5.1 Warranty

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Contractor warrants that the Work to be performed hereunder shall be performed in accordance withstandards customarily utilized by recognized professional engineering organizations of similar size andcapability as Contractor in existence at the time of performance of the Work and performing servicessimilar to the Work. Contractor shall reperform any of said Work which was not performed inaccordance with this standard provided Contractor is notified in writing of the nonconformity within oneyear after the performance of the deficient Work. Contractor will perform the remedial Work within theoriginal scope of Work at no cost to Owner; provided, however, that Contractor shall have no liability orresponsibility for (i) reconstruction or rectification of any facilities, (ii) repair or replacement of anymaterials, equipment or facilities or (¡ii) the costs associated with such reconstruction, rectificatión,repair or replacement.

5.2 Solé Remedy

THE FOREGOING OBLIGATIONS IN THIS ARTICLE 5 ARE CONTRACTOR'S SOLÉ

WARRANTY AND GUARANTEE OBLIGATIONS AND OWNER'S EXCLUSIVE REMEDIES

WITH RESPECT THERETO. CONTRACTOR MAKES NO OTHER WARRANTIES OR

GUARANTEES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TOWARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE

WHICH ARE EXPRESSLY DISCLAIMED AND WAIVED.

Article 6 - COMPENSATION AND PAYMENT

6.1 Compensation for the Work

Contractor shall be compensated by Owner for Work satisfactorily performed hereunder on a fixedhourly rate basis for labor expended in furtherance of the Work, plus reimbursement for other directcosts, as described in Exhibit E.

6.2 Taxes

Contractor shall pay, and Contractor's compensation provided for hereunder contains an allowance for,all liabilities or claims for the following taxes which any taxing authority (including any politicalsubdivisión thereof) claiming jurisdiction over this Agreement or the location in which the Work isperformed may assess or levy against Contractor on account of or resulting from Contractor's operationspursuant to this Agreement:

(a) income, excess profit, or other taxes, charges, and imposts assessed or levied on account ofContractor's earnings;

(b) taxes assessed or levied against or on account of salaries or other benefits paid to Contractor'semployees; and

(c) taxes assessed or levied against or on account of any property or equipment (including materialsand consumable supplies) ofContractor.

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SO RESCO Contract No. SOR-PMC+FEED-11-1007Development of the PMC+FEED for Agreement for Engineering and Project Management ServicesThe Moin Refinery Expansión and Modernization Project of 27

The amount of this contract exeludes any withholding tax. Any withholding tax will be paid by theContractor according to the Costa Rican withholding tax law. The Contractor shall use its best efforts toobtain the exemption to the withholding tax referenced in Sections 59, 60, and 61 of the Costa Ricanincome tax law. The Contractor shall invoice SORESCO for this withholding tax, and SORESCO shallpay the same amount to the Contractor. The Contractor will establish a Costa Rican legal entity whichwill receive all payments under the on-shore contract with SORESCO. [Proper language will beinserted by the appropriate tax personnel.

Notwithstanding anything to the contrary contained elsewhere herein, Contractor's compensationhereunder includes only allowances for non-transactional taxes (i.e., corporate income, franchise andproperty taxes) assessed by relevant taxing authorities against Contractor, and does not includeallowances for any transactional taxes (including but not limited to sales and use taxes, VAT, customsduties and other excises) assessed against Contractor or its employees or Owner as a consequence ofContractor's performance of the Work.

6.3 Invoicing and Payment

6.3.1 Contractor's compensation will be funded on a cash neutral basis. On or before the tenth day of eachmonth, Contractor will submit to Owner a written application for payment for Work that it expeets toperform and costs it expeets to incur during that month. Within fifteen (15) days of its receipt of suchapplication for payment, Owner will collect the amounts from RECOPE (only for REVAMP FEED andPMC related to it) or prepare the amounts on its own, and then wire transfer the amounts requested toContractor's designated bank account. Contemporaneously with its next monthly application forpayment, Contractor will genérate an invoice for compensation actually earned and costs actuallyincurred by Contractor during the previous month. This invoice will be offset against amounts paid toContractor under the corresponding application. If an overpayment oceurs, (application amount exceedsthe actual), the amount of the overpayment will be deducted from the current month's application. If anunderpayment oceurs (actual exceeds the application amount), the difference will be added to thecurrent month's application. All invoices shall be accompanied by time sheets and other documentationwhich may reasonably be required to show evidence of the actual hours worked and other direct costsincurred that are not the subject of either a multiplier or pre-determined charge.

6.3.2 Contractor shall prepare and submit invoices in accordance with the procedures set forth in Exhibit E.Such invoices shall include backup documentation as reasonably required by Owner to substantiatehours incurred and proper labor classification for Contractor's employees and to support thereimbursable expenses incurred by Contractor. If Owner disputes any portion of a Contractor invoice,Owner shall pay the undisputed amount of the invoice pending resolution of the disputed portion.

6.3.3 The obligations of the Contractor under this Agreement shall not be reduced or affected by any payment,whether preliminary or final. A payment does not constitute acceptance of Work or parts thereof.

6.3.4 Contractor shall be entitled to suspend or terminate the Work under this Agreement should Owner failwithout good reason to pay Contractor undisputed amounts owed in accordance with the terms andconditions of this Agreement.

6.4 Records and Audit

Contractor shall maintain and retain for a period of five years after completion of the Services hereunder,all files, records, receipts, and other documents necessary to verify the amounts invoiced to and paid by

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Owner under this Agreement. Owner shall have full access to such records during said period for thepurpose of such verification. Owner's right to audit shall not extend to the composition of Contractor'sfixed rates, standard charges or percentage multipliers.

Article 7 - CHANGES

7.1 Owner may at any time, by written notice to Contractor, propose changes to the Work, Project Schedule,or other requirements for the Work. Changes, as used herein, are additions and/or deletions and/orrevisions to the Work, the methods of accomplishing the Work or the Project Schedule.

7.2 Upon receipt of a Change Order, Contractor shall immediately proceed with implementation of thechange and no extra payment

7.3 Any Changes, whether alterations, accelerations, additions or omissions, do not relieve Contractor fromits responsibilities under this Agreement.

Article 8 - CONFIDENTIALITY

8.1 Prior to or during the term of this Agreement, Owner may disclose Confidential Information toContractor for the use of Contractor in the performance of the Work under this Agreement. SuchConfidential Information constitutes proprietary information and valuable trade secrets that are theproperty ofOwner or for which Owner has secured certain rights of use.

8.2 For a period of ten (10) years from the Effective Date of this Agreement, Contractor agrees to keepsecret and confidential all such Confidential Information and to not use any Confidential Information forpurposes other than the Work or to disclose it, in whole or in part, to anyone, including Contractor'spartners and affiliated companies, except to Contractor's employees on a "need to know" basis asrequired for the execution of the Work, without the written consent of the Owner.

8.3 Contractor shall limit access to Confidential Information to those of Contractor's employees whoreasonably require the same to carry out their duties under the Agreement and who have entered intosecrecy agreements with Contractor obligating each such employee not to disclose any of suchConfidential Information to at least the same extent as Contractor is obligated to Owner hereunder.Contractor may reléase such Confidential Information to those of its Subcontractors which have enteredinto confidentiality agreements with Contractor containing substantially the same obligations ascontained in this Article 8.

8.4 The foregoing obligations shall not apply to information received by Contractor which:

(a) can be proved by Contractor to have been within the public domain at the date of disclosurethereof by Owner; or

(b) was known to Contractor prior to the disclosure thereof by Owner hereunder or prior to theeffective date of this Agreement, as evidenced by written records in Contractor's possessionprior to said disclosure; or

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(c) subsequent to disclosure by Owner becomes, other than by act or omission of Contractor,generally available to the public; or

(d) is lawfully made available to Contractor by a third party in good faith who disclosed suchinformation to Contractor on a non-confidential basis without violating any obligation ofconfidentiality relating to the information disclosed.

Specific information disclosed to Contractor shall not be deemed to be within the foregoing exceptionsmerely because such information is embraced by more general information within such exceptions. Inaddition, any combination of features shall not be deemed to be within the foregoing exceptions merelybecause individual features are within such exceptions.

8.5 If Contractor is required by any applicable law, regulatory authority or court of competent jurisdiction toreveal Confidential Information, Contractor prior to disclosure shall work with Owner to limit to theextent legally possible the extent of the disclosure.

8.6 Upon completion of the Work, or in the event of termination of this Agreement, Contractor shallwithout delay, upon written direction from Owner, return to Owner or destroy at Owner's election allConfidential Information received directly or indirectly from Owner hereunder, except that Contractormay retain one copy of such Confidential Information in its secure files for record purposes.

8.7 Except as expressly set forth elsewhere in this Agreement, nothing herein shall be construed asconferring on Contractor any right, title or interest in or any lÍcense with respect to any ConfidentialInformation received by Contractor or any rights under any patent or trade secret now or subsequentlyowned or controlled by Owner.

Article 9 - OWNERSHIP OF DOCUMENTS; INVENTIONS; LIENS

9.1 Ownershipof Documents

9.1.1 All drawings, plans, specifications and other documents given by Owner to Contractor for usein connection with this Agreement shall remain Owner's property and shall not be used byContractor for any purpose other than performance of the Work.

9.1.2 All documents prepared in connection with this Agreement, such as drawings, photos(conventional and digital), plans, specifications, calculations (including computer programsdeveloped under this Agreement), estimates, operating/maintenance procedures, purchase ordersand subcontracts, and the other engineering and procurement documents prepared, employed orused by Contractor under this Agreement shall become Owner's property upon any terminationor completion of Work and Owner may disclose or use them for operation, maintenance, repair,replacement or duplication of the facility. Contractor shall deliver the documents in anyreasonable manner prescribed by Owner. Contractor may retain a copy for its files, providedthat Contractor's retention of such copy will be in accordance with the provisions of Article 8hereto. Contractor agrees that the work product delivered hereunder shall be prepared as a workmade for hire for the benefit of Owner. Further, Contractor agrees to assign and does herebyassign all copyright in such works.

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9.1.3 Notwithstanding Clause 9.1.2, Contractor shall continué to own and retain all ¡ntellectualproperty created or owned by Contractor or licensed to Contractor by an Affiliate or third party(including know-how, source codes, software, documents, drawings, designs, technicalinformation and other materials) which (i) exists prior to the Parties entering into thisAgreement, (ii) is developed or acquired by Contractor independently of this Agreement, or (iii)is derived or developed from intellectual property which falls within (i) or (ii) above.

9.2 Intellectual Property

Contractor shall not knowingly or intentionally infringe upon any intellectual property (including butnot limited to patents, trademarks, copyrights and trade secrets) ("Intellectual Property") in theperformance of this Agreement. In the event that Contractor, following completion of the Services, isalleged to have infringed upon Intellectual Property owned or claimed by a third party, Contractor shall,at the request of Owner and at Contractor's expense, replace or modify pursuant to Clause 5.1 theinfringing subject matter so that it becomes non-infringing but still complies with the requirements ofthe Agreement. If the infringing subject matter cannot be replaced or modified so that it becomes non-infringing, Contractor shall, on Owner's request and at Owner's expense, procure for Owner the right tocontinué using the infringing subject matter. All royalties and other expenditures (including attorneys'fees and litigation costs) to procure the right to use the infringing subject matter shall be payable byOwner. The foregoing obligations of Contractor shall not be applicable to infringement of IntellectualProperty of third parties which results from Contractor's compliance with specific written instructionsfurnished by Owner, or from the incorporation into the Work of any process or design which originatesfrom Owner.

9.3 Liens

9.3.1 Contractor shall promptly pay when due all obligations for labor and material. If a lien orcharge attaches to Owner's property by reason of the failure of Contractor, its Subcontractors orvendors to pay such obligations, Contractor shall promptly procure its reléase and shall holdOwner harmless from loss, damage and expense incidental thereto, provided, however, that thisprovisión shall not opérate to deprive Contractor of its statutory lien rights in the event of non-payment by Owner of any undisputed amount owed Contractor.

9.3.2 If there is evidence of any claim or demand which could subject Owner or its property to a lienor attachment if such claim or demand is established to be valid, made against Contractor byany person, or against Owner by any person claiming through Contractor, Owner shall have theright to withhold from Contractor such amount of money from compensation due under thisAgreement as will fully protect Owner against any such lien or attachment.

9.4 Inventions

All inventions, discoveries, and improvements, patentable and unpatentable, and copyrightable materialsthat are made or conceived by Contractor's personnel in connection with the Work performed under thisAgreement using Owner's Confidential Information and all patent rights and copyright rights therein,both domestic and foreign, shall belong to, and shall be assigned by Contractor to Owner. Contractorshall require its personnel to promptly and fully disclose all such inventions, discoveries andimprovements to Owner and shall require them to cooperate with Owner as may be reasonably requiredin order to obtain patent protection therefore, including the signing of assignments of inventions and

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patent rights therein, and the signing of any proper affidavits, declarations, patent applications and thelike.

9.5 Application to Subcontractors

Contractor shall ensure that in all contracts with Subcontractors, respective provisions shall be insertedto secure Owner's rights as stated in this Article 9.

Article 10 - LIABILITIES

10.1 Contractor shall indemnify, defend and hold Owner harmless from and against claims, liabilities, suits,loss, cost, expense and damages for all types of injuries to or death of persons or damage to ordestruction of property (excluding property of Owner as described in Article 10.3 below), arising inconnection with Contractor's performance of the Work pursuant to this Agreement, to the extent causedby the negligence of Contractor, its employees, agents and Subcontractors. Contractor's liability toOwner for all of the aforesaid matters is limited to the amounts recovered from and within the limits ofContractor's insurance to be provided in accordance with Article 13, after settlement of third partyclaims.

10.2 Owner shall indemnify, defend and hold Contractor harmless from and against claims, liabilities, suits,loss, cost, expense and damages for all types of injuries to or death of persons or damage to ordestruction of property (excluding property of Contractor as described in Article 10.3 below), arising inconnection with the Work, to the extent caused by the negligence of Owner, its employees, agents andother contractors.

10.3 Each Party hereto shall assume all risk of loss or damage to its real or personal property which may ariseout of or in connection with this Agreement, including any such loss or damage arising from thenegligence of either Party, and each Party agrees to obtain a waiver of subrogation for the benefit of theother Party from its insurer(s) of such property.

10.4 Notwithstanding any obligation of Contractor to maintain care, custody and control, of materials andequipment purchased pursuant to this Agreement, and regardless of which Party holds title to suchmaterials and equipment, Owner shall assume at all times the risk of physical loss or damage tomaterials and equipment purchased by Contractor pursuant to the terms of this Agreement. Owner'sassumption of such risk will apply while the materials and/or equipment are in transit over land, sea orby air; while temporarily in warehouses, at fabrication yards or at the final Work Site; and duringfabrication and installation.

10.5 Notwithstanding any other provisions under this Agreement, at law or otherwise, Contractor's totalliability for claims arising out of this Agreement, regardless of how the same may be caused, shall belimited to ten percent (10%) of the compensation actually paid to Contractor pursuant to this Agreement.

10.6 The releases from and limitations on liability expressed in this Article 10 and elsewhere in thisAgreement shall (i) survive termination or expiration of this Agreement, (ii) apply whether in contract,equity, tort or otherwise, (iii) apply even in the event of the fault, negligence, strict liability, or breach ofAgreement of a Party, and (iv) extend to the shareholders, directors, officers, employees and agents of aParty, its parents, subsidiarles affiliates and subcontractors.

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Article 11-INSURANCE

11.1 Contractor Furnished Insurance

Without in any way limiting Contractor's liability under Article 10, Contractor shall maintain at alltimes during the term of the Agreement at Contractor's solé expense the following mínimum insurancecoverage and such other insurance as may be required by applicable law with carriers:

11.1.1 Worker's Compensation Insurance and Employers' Liability Insurance with limits sufficient tocomply with all applicable laws, including the laws of the country and/or state of origin of itsemployees to cover such employees.

11.1.2 Comprehensive General Liability Insurance for bodily injury, personal injury and propertydamage, including contractual liability, XCU (Explosión, Collapse and Underground) Hazards,Broad Form Property Damage, Completed Operations and Independent Contractor's Liability,to cover all liability assumed by Contractor under this Agreement. The limits of liability forsuch insurance shall be not less than One Million U.S. Dollars ($1,000,000) per occurrence andFive Million U.S. Dollars ($5,000,000) in the aggregate.

11.1.3 Automobile Bodily Injury and Property Damage Liability Insurance covering owned, non-owned and hired automobiles, with limits of liability not less than One Million U.S. Dollars($1,000,000) per occurrence for bodily injury and One Million U.S. Dollars ($1,000,000) peroccurrence for property damage.

All such insurance shall be provided by reliable companies satisfactory to Owner and authorized andregistered to do business in the jurisdictions in which the Work is to be performed in accordance withthe Law number 8653. All deductibles payable under such policies of insurance shall be to the accountof Contractor. Owner shall be named as an additional insured on the policies Usted in 11.1.2 and 11.1.3above, but only in the amounts stated therein and only with respect to liability arising out of theperformance of the Work where Owner is indemnified by Contractor pursuant to the terms of thisAgreement. All required insurance hereunder shall, as to liabilities and indemnities assumed byContractor hereunder, contain waivers of subrogation against Owner and its Affiliates and contractors,and shall provide that such insurance is primary coverage with respect to all insures and shall not beconsidered contributory insurance with any insurance policies of Owner or its Affiliates. Prior to thecommencement of Work, Contractor shall provide Owner with insurance certificates or other evidenceof insurance satisfactory to Owner specifying the types and amounts of coverage in effect, the expirationdates of each policy and a statement that no insurance will be cancelled or materially changed while theWork is in progress without thirty (30) calendar days' prior written notice to Owner. Evidence ofrenewal of such insurance shall be provided to Owner prior to the expiration dates of the policies. In theevent of a claim and upon request of Owner, Contractor shall allow a review of insurance policiesrequired pursuant to this Agreement. If the Contractor neglects or refuses to provide any insurancerequired herein, or if any insurance is cancelled, the Owner may procure such insurance at Contractor'sexpense.

It is understood and agreed by the Parties that neither the mínimum policy limits of insurance requiredof Contractor under this Article 11 ñor the actual amounts of insurance maintained by Contractor underits insurance program shall in any way limit or reduce Contractor's liability and indemnity obligationsunder Article 10 of this Agreement.

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Agreement for Engineering and Project Management ServicesPage21 of27

11.2 Owner Furnished Insurance

Owner shall maintain at Owner's expense Builder's All Risk Insurance covering activities at the Siteand loss of or damage to the materials and equipment to be incorporated into the Project. Suchinsurance shall list Contractor and its Subcontractors as additional insures, along with Owner'sContractor(s) and their subcontractors as their respective interests may appear, all as related to theProject and the work to be performed at the Site. Such Builders All Risk Insurance will cover physicalloss or damage to the materials and equipment to be incorporated into the Project, on a replacement costbasis, including coverage for earthquake and flood, testing and transits to and from the Site, beginningwith commencement of work at the Site until completion of such work, plus a twelve month warrantyperiod. This insurance will not cover loss or damage to construction equipment, tools, supplies, ortemporary structures owned or leased by Contractor or its Subcontractors in the performance of thisAgreement.

11.3 Subcontractor Insurance

Without in any way limiting Contractor's liabilities pursuant to Article 10, Contractor shall require fromeach of its Subcontractors the same insurance as set forth in paragraph 11.1 and shall secure from eachSubcontractor's evidence of such insurance in the form of a certifícate of insurance acceptable to Owner.Both Owner and Contractor shall be designated on such insurance as additional insures.

11.4 Insurance on Contractor's Facilities, Equipment and Tools

Contractor shall secure a written waiver of the right of subrogation against Owner from all insurersproviding physical damage insurance on Contractor's facilities, equipment, tools, and suppliers used byContractor under this Agreement.

12.1

12.2

12.3

Article 12 - DURATION OF AGREEMENT

This Agreement shall commence on the Effective Date and shall, unless terminated sooner according toArticle 13, termínate upon completion and acceptance of Work and expiration of any warranties.

The provisions of Articles 5 (Warranties) and 10 (Liability), 8 (Confidentiality), 15 (Forcé Majeure),(Arbitration), and 17 (Applicable Law) shall survive any termination ofthe Agreement.

The termination of this Agreement shall be without prejudice to any obligation or right of any of theParties hereof which has accrued prior to such termination and shall not affect any provisión of thisAgreement which is expressly, or by implication, provided to come into effect on, or to continué ineffect after such termination.

Article 13 - TERMINATION

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13.1.1 Owner shall have the right, with or without cause, to termínate this Agreement or any portion ofthe Work hereunder by giving Contractor written notice at least thirty (30) days prior to the dateof termination. On the date of termination stated in said notice, Contractor shall discontinuéperformance of the Work to the extent directed by Owner. Owner shall have the right to directContractor to termínate any subcontract (or part thereof) and the portion of the Work covered bysuch subcontract shall be otherwise completed by Contractor or another vendor orSubcontractor approved by Owner.

13.1.2 In the event of a termination for Owner's convenience, Contractor shall, upon request of Owner,promptly advise Owner of all outstanding subcontracts and purchase orders which Contractorhas with Subcontractors pertaining to performance of the Work, and shall furnish Owner withcomplete priced copies of such subcontracts. At Owner's option, Contractor shall assign toOwner, in a form satisfactory to Owner, such of its subcontracts and purchase orders, whethercompleted or incomplete or outstanding, or shall take such other action relative to suchsubcontracts, purchase orders and other obligations as may be directed by Owner. All ofContractor's subcontracts shall contain consent to such possible assignment and shall state that,if such assignment is made, performance of the Subcontract and all responsibilities andobligations contained therein shall be rendered by the Subcontractor to Owner. Contractor shallpromptly deliver to Owner all engineering data, all information furnished by Owner ordeveloped by Contractor or Subcontractor personnel, all equipment and materials furnished byOwner and all portions of the Work whether completed or in process. In the event oftermination hereunder, Contractor shall use its best efforts to minimize any and all costsresulting from or arising in connection with said termination and shall take all appropriateactions to complete in a proper manner the remaining activities of Contractor and itsSubcontractors as expeditiously, efficiently and economically as possible.

13.1.3 Contractor, upon receiving such notice of termination, shall do all things necessary to preserveand protect the Work.

13.1.4 In the event of a termination under this Article 13.1, Contractor shall be paid the following asfiíll and final settlement for such termination:

(a) for Work performed and unpaid under this Agreement, compensation in accordancewith this Agreement for Work satisfactorily completed as of the date of termination;and

(b) actual and reasonable costs necessarily incurred in terminating the Work, provided suchcosts have been approved in advance by Owner.

13.2 Termination by Owner for Cause

13.2.1 Should Contractor at any time refuse or neglect to supply a suffíciency of properly skilledpersonnel or equipment of the proper quality or quantity; fail in any respect to prosecute theWork or any portion thereof in a diligent, timely, efficient, skillful, and careful manner; fail tocomply with any of the terms of this Agreement; fail to perform in bad faith, become insolvent,or become the subject of voluntary or involuntary bankruptcy proceedings or receivership,Owner may so advise Contractor in writing, stating the deficiencies of the Contractor.Contractor shall promptly address the alleged deficiencies and develop for Owner's approval aplan to correct the deficiencies and so that the terms and objectives of the Agreement will be

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SO RESCO Contract No. SOR-PMC+FEED-11-1007Development of the PMC+FEED for Agreement for Engineering and Project Management ServicesThe Moin Refinery Expansiónand Modernization Project of 27

met. If Contractor fails to within fifteen (15) days of receipt of Owner's written notice correctthe deficiencies or make progress satisfactory to Owner towards such correction, Owner may byfurther written notice to Contractor termínate this Agreement for the default of Contractor.

13.2.2 In the event of termination under 13.2.1, Contractor shall, unless Owner directs otherwise,immediately discontinué the Work (except to the extent necessary to preserve and protect theWork) and the placing of orders for materials, equipment and supplies in connection with theperformance of the Agreement and shall, if requested, make every reasonable effort to procurecancellation or termination of all existing orders or subcontracts upon terms satisfactory toOwner. Contractor shall, upon notice of termination under 13.2.1, promptly advise Owner of alloutstanding subcontracts, and other obligations which Contractor has with others pertaining toperformance of the Work, and shall furnish Owner with complete copies thereof. Upon requestof Owner, Contractor shall assign to Owner, in a form satisfactory to Owner, those subcontractsand other obligations which Contractor has with others pertaining to performance of the Work.Owner shall pay Contractor for Work satisfactorily completed to the date of termination inaccordance with Exhibit E, but shall have no further liability to Contractor with respect to thetermination. Notwithstanding any other provisions to the contrary, termination of thisAgreement shall not prejudice any claim of Owner arising prior to termination ñor shall it affectthe Contractor's guarantee of the portion of the Work performed or relieve Contractor of its dutyto correct any defective work performed or to indemnify, defend and hold the Owner harmlessin those instances required by this Agreement.

13.3 Termination Liability

The parties' rights and obligations in the event of termination shall be determined in accordance withthis Article 13. Contractor shall not be Hable for any damages incurred by Owner resulting from suchtermination, including, without limitation, costs paid by Owner to complete the Work or engage areplacement contractor or other direct or indirect damages arising from or related to termination. Ownershall not be Hable for any damages incurred by Contractor resulting from such termination, including,without limitation, loss ofanticipated profits.

Article 14 - SUSPENSIÓN OF WORK

14.1 Owner may direct Contractor to suspend all or any part of Contractor's work under this Agreement bygiving Contractor written notice at least fifteen (15) days prior to the date of suspensión. In such event,Contractor shall use its best efforts to reduce the level of resources assigned to the Work so as tominimize costs during the period of suspensión. Owner shall be Hable for and shall pay to Contractor thecosts of such reduced level of effort during the period of suspensión in accordance with Exhibit E to theAgreement, to the extent such costs are approved in advanee by Owner in writing. Contractor shall beentitled to demobilize and re-assign any employees whose retention during a suspensión is notauthorized by Owner. Demobilization costs for Contractor's employees whose retention on the Workhas not been authorized by Owner, including the cost of travel from the Work Site to the employee'shome, shall be paid by Owner.

14.2 Owner may, at any time, authorize resumption of the suspended part of the Work by notifyingContractor of the part of Work to be resumed and the effective date of the lifting of the suspensión.Work shall be resumed as promptly as reasonably possible by Contractor after receipt of such a notice.With respect to those employees who have been demobilized as a result of suspensión under Sub-Article

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14.1 above, Contractor will use reasonable efforts to expedite their return, but Contractor is under noobligation to re-mobilize employees who have been re-assigned to other work. The schedule of theWork shall be adjusted to account for the delay caused by such suspensión, and costs of travel andremobilization of demobilized employees shall be borne by Owner.

14.3 If any period of suspensión exceeds ninety (90) days, or if cumulative periods of suspensión exceed onehundred eighty (180) days, either Party may by written notice to the other Party termínate thisAgreement. In such event, Contractor shall be compensated in accordance with Article 13.1 of thisAgreement. The said provisión is exclusively referred to RECOPE FEED.

Article 15 - FORCÉ MAJEURE

15.1 Notwithstanding anything to the contrary contained elsewhere herein, a Party will be excused from theobligations of this Agreement (except the obligation to pay monies when due) to the extent thatperformance is delayed or prevented by any circumstances reasonably beyond its control, or by fire,flood, earthquake, storm, hurricane or other natural disaster, war, invasión, act of foreign enemies,hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, insurgency,military actions, terrorist activities or a credible threat of terrorist activities, epidemic, pandemic orwidespread illness, nationalization, government sanction, blockade, embargo, labor dispute, strike,lockout, interruption or failure of electrical service, or failure or significant reduction of normaltransportaron, Utilities or Communications systems ('Torce Majeure").

15.2 Either Party shall have the right, by giving notice to the other in writing, to suspend performance of itsrespective obligations under this Agreement in whole or in part forthwith upon, and to the extentnecessitated by, the occurrence of Forcé Majeure, and the time for completion of the obligation or dutyaffected thereby and all other relevant periods shall be extended by a time period to be agreed betweenthe Parties, commensurate with any delays in performance by either Contractor or Owner, but not lessthan the actual duration of the forcé majeure event.

15.3 The Party asserting Forcé Majeure shall in each instance give the other Party notice thereof no later thanthree (3) calendar days after the beginning of each such period of delay. Such notice shall include a briefdescription of the event or circumstance of Forcé Majeure, the portion of Work affected and an estímateof the anticipated delay and any supporting documentation. No such delay or continuation thereof shallbe effective for a period of more than fifteen (15) calendar days unless prior to the end of the initialfifteen (15) day period of continuation thereafter, the Party asserting the Forcé Majeure shall give theother Party notice of the continuation thereof.

15.4 Nothing herein shall alter any obligation with respect to portions of the Work not affected by such ForcéMajeure.

15.5 Not later than seven (7) calendar days after the cessation of any continuing circumstances comprisingForcé Majeure, the Party that asserted it shall give the other Party notice of the date of such cessation.

15.6 The occurrence of Forcé Majeure shall not entitle Contractor to a change in the basis of itscompensation.

Article 16 - DISPUTE RESOLUTION

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Development of the PMC+FEED forThe Moin Refinery Expansión and Modernization Project

16.1 In the event any dispute aríses in connection with the validity, interpretation or implementation of theAgreement, the Parties shall initially attempt to resolve such dispute through amicable discussions. Ifthe dispute cannot be resolved in this manner within sixty (60) days after the date on which one Partyhas served written notice on the other Party for the commencement of such discussions, then either Partymay refer the dispute to arbitration in accordance with the rules of the International Chamber ofCommerce, with proceedings to be conducted in London, England.

16.2 The arbitration shall be conducted by three (3) arbitrators. One arbitrator shall be appointed by theContractor and one arbitrator shall be appointed by Owner. The third arbitrator shall be appointedjointly by the arbitrators appointed by the Parties and shall serve as chairman of the arbitral tribunal.

16.3 The arbitral proceedings shall be conducted in English language and all of the arbitrators shall be fluentin English.

16.4 The arbitration award shall be final and binding on the Parties, and the Parties agree to be bound therebyand to act accordingly. All arbitration fees and costs shall be borne equally, notwithstanding whichParty may prevail. Each Party shall bear its own related costs, i.e., fees and costs of its own lawyers andwitnesses irrespective of which Party prevails.

16.5 During the pendency of any arbitration, the Parties shall continué to exercise their remaining respectiverights, and shall fulfill their remaining respective obligations under the Agreement.

Article 17 - APPLICABLE LAW

This Agreement shall be governed by and interpreted under the English laws, without giving effect to conflict oflaws principies thereof.

18.1

Article 18 - MISCELLANEOUS PROVISIONS

Waiver

Unless expressly provided otherwise, failure or delay on the part of either Party to exercise any right,power or privilege under the Agreement, or under any other agreement relating hereto, shall not opérateas a waiver thereof; ñor shall any single or partial exercise of any right, power or privilege preclude anyother future exercise thereof.

18.2 Assignment

Owner shall have the right, at any time, to assign all or any part of its rights and obligations hereunder toan Affiliate or to a third party, provided that, in the event Owner assigns this Agreement to a third partywithout Contractor's prior written consent, Owner shall remain Hable for any and all obligations setforth herein in the event such third party fails to fulfill any obligation imposed on Owner hereunder.With the prior written consent of Contractor, which consent shall not be unreasonably withheld, Ownermay assign this Agreement to any party without any further liability on the part of Owner. Contractormay not assign this Agreement or any of the obligations or entitlements herein without the writtenagreement of Owner.

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18.3 Severa bility

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In the event that any provisión in the Agreement is ¡Ilegal, contrary to public policy, or otherwiseunenforceable, then such provisión shall be deleted from the Agreement leaving the remainder of theAgreement legal, valid and enforceable. The deleted provisión shall be replaced by a valid newprovisión negotiated by the Parties, having as nearly as is legally possible the same economic andbusiness effect as the ¡Ilegal or unenforceable provisión was intended to have.

18.4 Language

The Agreement is executed ¡n four (4) duplícate origináis in the English language and each Party shallreceive two copies.

18.5 Entire Agreement

The Agreement and the Exhibits attached to the Agreement constitute the entire agreement between theParties with respect to the subject matter of the Agreement and supersede all prior discussions,negotiations and agreements between them.

18.6 Binding Effect, Amendments

The Agreement ¡s made for the beneflt of the Parties and is binding on the Parties. The Agreement mayonly be amended by a written instrument signed by the Parties.

18.7 Exclusive Remedies

Contractor and Owner agree that the rights and remedies provided to the Parties in this Agreement arethe solé and exclusive rights and remedies available to the Parties hereunder, and shall be in lieu of anyother rights and remedies which may be otherwise available to the Parties at law or in equity.

18.8 Notices

Except as otherwise specifically provided in this Agreement, any notices hereunder shall be in writing inthe English language and shall be deemed delivered when served personally on the Party to whomaddressed, or when deposited in the mail, registered or recorded, postage prepaid. addressed to suchParty at the address, and to the attention of the Party, as provided in this Article 18.7, or by electroniccommunication (fax or e-mail) when received, addressed as set forth above, provided that suchelectronic communication is promptly followed by a written notice addressed and mailed as aforesaid.If such electronic communication is received during other than business hours it shall be effective whensuch business first commences. Either Party may change the person and/or address to which notice shallbe given by giving the other Party written notice of such change.

All notices and Communications shall be sent to the appropriate address set forth below, until the sameis changed by notice given in writing to the other Party:

With respect to Contractor:

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18.9 Headings and Captions

The headings and captions for the Articles of this Agreement are only to aid the Parties1 use of thisAgreement and shall not affect the substance or ¡nterpretation of those Articles.

18.10 Conflicting Documents

Should any conflict exist among the provisions of any of the Agreement documents, the order of priorityin which the provisión of the various Agreement documents shall govern is as follows:

lst - Terms and conditions of this Agreement, consisting of Articles 1 through 18.2nd - Exhibits to this Agreement.

18.11 Publicity

Contractor shall not make any public statement regarding the Work and shall not publicize any factrelating to the Project without the express written consent of Owner. All films, photo negatives andprints, video-tapes showing details of the Plants and the Site shall be the property of Owner and shall bedelivered to Owner upon request. Notwithstanding the foregoing, nothing contained herein shallprevent Contractor from making any announcement which Contractor is required to make by anyapplicable law or competent judicial, govemmental or other authority, or in accordance with therequirement of any recognized stock exchange.

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Agreement for Engineering and Project Management ServicesPage 1 of 23

PARTB

AGREEMENT FOR ENGINEERING SERVICES

FRONT END ENGINEERING DESIGN FOR SORESCO

TABLE OF CONTENTS

Articles

Article 1

Article 2

Article 3

Article 4

Article 5

Article 6

Article 7

Article 8

Article 9

Article 10

Article 11

Article 12

Article 13

Article 14

Article 15

Article 16

Article 17

Article 18

Exhibits

DEFINITIONS

SCOPE OF WORK AND RESPONSIBILITIES OF CONTRACTOR

RESPONSIBILITIES OF OWNER

SCHEDULE

CONTRACTOR'S WARRANTIES

COMPENSATION AND PAYMENT

CHANGES

CONFIDENTIALITY

OWNERSHIP OF DOCUMENTS; INVENTIONS; LIENS

LIABILITIES

INSURANCE

DURATION OF AGREEMENT

TERMPNATION

SUSPENSIÓN OF WORK

FORCÉ MAJEURE

DISPUTE RESOLUTION

APPLICABLE LAW

MISCELLANEOUS PROVISIONS

Exhibit A - FEED Scope of Work

Exhibit B - FEED Execution Plan

Exhibit C - FEED Organizaron Chart

Exhibit D - FEED Contractor's Schedule of Work

Exhibit E - Basis of Contract Price and Payment Schedule



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Article 1 - DEFINITIONS

Unless the terms or context of this Agreement provide otherwise, the following terms shall have the meaningsset out below:

1.1 "Affiliate" means a company that is directly controlled by another company or companies if that lattercompany owns or those latter companies together own fifty per cent or more of the voting rightsattached to the issued share capital of the first mentioned company.

1.2 "Change(s)" shall mean any alteration, change, amendment or modification of this Agreement thatmeets the requirements set forth in Article 7.

1.3 "Confidential Information" shall mean any and all information, data, and knowledge which are madeavailable to Contractor by Owner or to any Subcontractors by Contractor relating to the performance ofthe Work.

1.4 "Agreement" shall mean this Agreement for front end engineering design services in Part B, includingthe Exhibits attached hereto.

1.5 "Contractor" means the Party identified in the preamble of the Agreement, and it's permittedsuccessors and assigns.

1.6 "Contract Price" means the fixed lump sum price paid to Contractor under this Agreement.

1.7 "Effective Date" shall be the date first written above.

1.8 "Owner's Other Contractor(s)" means those contractors (other than Contractor and its Subcontractors)engaged by Owner in connection with the Project and the subcontractors of every tier to suchcontractors, including all entities engaged directly by Owner to provide engineering, procurement and/orconstruction services.

1.9 "Project" shall mean the expansión and modernization of Moin Refinery Project in Limón, Costa Rica.

1.10 "Schedule" shall mean the schedule for the performance of the Work under this Agreement and attachedhereto in Exhibit D.

1.11 "Site" means the land in Moin refinery upon which the Project is to be constructed.

1.12 "Subcontractor(s)" means a third party, at any tier, performing a portion of the Work or supplyingservices under contract to Contractor or to another Subcontractor.

1.13 "Work" shall mean all work and front end engineering design services to be performed by Contractorunder this Agreement in Part B as attached hereto in Exhibit A.

1.14 Interpreta tion

1.14.1 Words and expressions in the singular include the plural and words and expressions in theplural include the singular;

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1.14.2 Headings and the index are for convenience only and shall not affect interpretation orconstruction;

1.14.3 References to a "person" shall be construed so as to include any company, corporation orother body corporate, any individual, firm, government or govemmental body any state oragency of a state, or any joint venture, association or partnership (whether or not havingsepárate legal personality);

1.14.4 Words and expressions importing the masculine, feminine or neuter gender only include allsuch genders;

1.14.5 References to any document (including this Agreement) shall be construed as references tothat document as it may be modified, amended, novated or supplemented from time to time;

1.14.6 Reference to Articles and Exhibits are to articles of and Exhibits to this document;

1.14.7 References to "including", "include" and the like shall be read as if followed by the words"but without limitation";

1.14.8 References to "law" shall be construed so as to include statutory, common and customary lawand any constitution, decree, judgment, legislation, court ruling, order, ordinance, regulation,rule, statute, treaty or other measures, in each case, in forcé in any jurisdiction and as replaced,amended, modified or re-enacted from time to time, and including all local, municipal,regional, state and federal laws (and "lawfully", "legally" and the like shall be construedaccordingly); and

1.14.9 References to time are to time at the location of the Site.

1.15 This Agreement has been fully reviewed and negotiated by the Parties and in interpreting thisAgreement, no weight shall be placed upon which Party or its legal advisor drafted the provisión beinginterpreted.

Article 2 - SCOPE OF WORK AND RESPONSIBILITIES OF CONTRACTOR

2.1 General

Contractor shall furnish Owner front end engineering design services (the "Work") in accordance withthe Scope of Work attached hereto and incorporated herein as Exhibit A - FEED Scope of Work forSORESCO.

2.2 Contractor's Responsibilities

2.2.1 Owner appoints Contractor for provisión of the Work, and Contractor hereby accepts suchappointment and agrees to carry out and complete the Work in accordance with the terms andconditions of this Agreement. The Contractor shall perform the Work as described in Exhibit A.

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2.2.2 Contractor shall perform the Work in accordance with the terms and conditions of theAgreement and shall use reasonable efforts to complete the Work in accordance with theSchedule as defined in Exhibit D - FEED Contractor's Schedule of Work.

2.2.3 Contractor shall use for the implementation of the Work all experience and technical knowledgeit has hereto gained in the execution of similar projects in accordance with generally acceptedindustry practices.

2.2.4 Contractor shall be deemed to be aware of and shall observe any applicable laws, statutory rulesand regulations, including but not limited to all local, municipal, regional, state and nationallaws of the Republic of Costa Rica in effect at the Effective Date and acknowledges that thoselaws, rules and regulations, to the extent applicable, shall apply to the performance of Work.Contractor shall keep itself informed of and observe any laws, statutory rules and regulationspublished after the Effective Date that may affect the Work. If any laws, statutory rules, orregulations published after the Effective Date affect the Contractor's cost or time ofperformance of the Work, Contractor shall be entitled to requesting a Change Order inaccordance with Article 7 of this Agreement.

2.2.5 Contractor shall use reasonable efforts to accomplish the Work in accordance with therequirements of this Agreement.

2.2.6 Contractor's employees so identified in Exhibit G shall be considered Key Personnel.Contractor shall not replace such Key Personnel without the prior written consent of Owner,which consent shall not be unreasonably withheld. Replacement of Key Personnel shall in noway hinder or delay the performance of the Work under this Agreement. Contractor shall beresponsible for replacing any removed Key Personnel, regardless of the reason for such removal.All replacement Key Personnel shall be subject to Owner's approval. Approved replacementKey Personnel shall be required to work alongside the person who is being replaced for areasonable transition period. Contractor shall bear all costs associated with replacement of KeyPersonnel, including mobilization and demobilization expenses.

2.2.7 Contractor shall appoint an authorized representative, subject to the approval of Owner whichapproval shall not be unreasonably withheld, who shall act on behalf of the Contractor("Contractor Representative"). The Contractor Representative shall be satisfied with thequalifications and requirements specified in Exhibit G hereto. And Owner has the right torequest the Contractor to remove him in a notice in writing for the reason stipulated 2.2.7 belowand the Contractor shall appoint another Contractor Representative within 7 working days uponreceiving the notice, and this Contractor Representative shall be qualified in compliance withExhibit G and his appointment shall be subject to the approval of Owner. The ContractorRepresentative shall not be replaced without Owner's approval. Contractor shall ensure that theContractor Representative shall be conversant in spoken and written English as well as capableof work.

2.2.8 Upon request of Owner, Contractor shall remove from the Work and replace, subject toavailability, any of Contractor's or ¡t's Subcontractors' personnel including the ContractorRepresentative, for any reason. If such personnel are deemed by Owner to be incompetent,unqualified, dishonest, uncooperative or physically unable, all costs and expenses incurred inthe replacement of such personnel shall be to Contractor's account. .

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2.2.9 Should there be any deficiency in the manner in which Contractor or its Subcontractors performthe Work, Contractor shall take prompt and effective action to correct these deficiencies andshall inform Owner thereof, so that the remaining portion of the Work is done in accordancewith the provisions of this Agreement. If after correction of deficient Work, any portion of theWork that still contains deficiencies, Owner may remove that portion of the Work fromContractor and have the Work performed by others. In that event, Contractor will not beentitled to being paid either for the original cost of the Work that remained deficient or for thecost of attempting to correct such work. In addition, Contractor shall pay to the Owner anamount equal to the Contractor's original cost of performing, plus the cost of attempting tocorrect that deficient Work. Contractor shall have no other liability to Owner with respect todeficient Work, or for the cost to Owner of having such deficient Work performed by others, orfor any other damages incurred by Owner.

2.2.10 If delays in the performance of the Workwith respect to the Scheduleare likely to occur or haveoccurred, Contractor shall inform Owner hereof immediately in writing and initiate reasonableand appropriate measures to maintain the Schedule or to compénsate for any delay byaccomplishing subsequent parts of the Work in less time as originally planned in order to meetthe remaining deadlines of the Schedule. Contractor shall forthwith inform Owner of allmeasures taken. Notwithstanding the foregoing, if a delay oceurs in excess of 2 months, ,Owner may remove that portion of the Work from Contractor and have the Work performed byothers. In that event, Contractor shall not be paid by owner for the original cost of the Workthat was delayed. In addition, Owner shall be entitled to be compensated by Contractor for anamount equal to Contractors man hour cost in said delay.

2.2.11 Owner or its authorized representative has the right to review and approve drawings,specifications, documents, procedures, methods and data which Contractor develops hereunder.Such review or approval shall in no way relieve Contractor from its responsibilities, obligationsor liabilities under this Agreement.

2.2.12 Contractor shall issue to Owner regular progress reports, as mutually agreed upon, on a weeklyand monthly basis and compliance with the Schedule of the Work.

2.2.13 Contractor shall be responsible for performance of the Work in accordance with generallyaccepted industry practices. Contractor shall not subcontract any part of the Work except asOwner, in its solé discretion, agrees to in writing which agreement shall not be unreasonablywithheld. All Subcontractors employed by Contractor in connection with the Work shall besubject to prior written approval by Owner.

2.2.14 Contractor shall not be relieved from any obligation under this Agreement by entering into anycontract with any Subcontractor. Contractor shall monitor the performance of Subcontractors,and shall promptly notify Owner if in Contractor's opinión a Subcontractor is not performing inaccordance with the terms of its subcontract. Contractor shall then, at the direction of Owner,proceed to enforce the terms of the subcontract in accordance with Owner's instructions. Allcosts and expenses incurred by Contractor in connection with administering subcontracts and/orenforcing the terms of subcontracts, including without limitation (i) prosecution of claimsagainst Subcontractors, (ii) defense of claims brought by Subcontractors against Contractor orOwner, (iii) change orders and variations to Services performed by Subcontractors, (iv)Subcontractor claims for additional costs, (v) costs incurred in suspending performance ofSubcontractors or terminating Subcontractors for convenience or cause, (vi) costs incurred in

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hiring and paying replacement Subcontractors and (vii) costs incurred in litigation, arbitration orsettlement of disputes or other legal matters with Subcontractors (including attorney's fees),shall not be allowed as reimbursable costs.

2.2.15 Owner agrees that with respect to any liability of Contractor to Owner (including withoutlimitation any obligation of the Contractor to protect, defend, indemnify or hold Ownerharmless pursuant to the provisions of this Agreement) or claim by Owner against Contractorunder any provisión of this Agreement arising out of the acts or omissions of Subcontractorspursuant to any subcontract, Contractor's liability to Owner under this Agreement shall belimited to:

(a) The amounts actually recovered by Contractor from any relevant policies of insurancecarried by Subcontractors;

(b) Amounts actually recovered by Contractor from the Subcontractor pursuant toenforcement of the terms of the relevant subcontract; and

(c) Any rights of specific performance or other non-monetary relief that the Contractor isable to enforce against the Subcontractor.

(d) Owner can collect from the contractor any remaining portion of damages up to 5percentage of the final reimbursable cost.

2.2.16 Contractor shall ensure that nothing contained in any subcontract shall créate any contractualrelationship between Owner and any Subcontractor or confer third party beneficiary status onany Subcontractor.

2.2.17 If Contractor employs Subcontractors to partially fulfill its contractual obligations hereunder, itshall ensure that all contracts entered into with Subcontractors contain a clause according towhich such contracts can be terminated in conformity with the provisions on terminationcontained in this Agreement.

2.2.18 In the event that any additional Contractor services become necessary to ensure the successfulimplementation of the Project, such services shall upon solé approval of Owner also becomepart of the Work by issuance of a Change Order in accordance with Article 7 hereof.

2.2.19 Contractor shall provide as specified in Exhibit E, office space, furnishings, clerical andsecretarial assistance, communication services and other facilities and services required forOwner's use at Contractor's home and branch offices.

2.2.20 Estimates prepared by Contractor (including, but not limited to, estimates of quantities, costsand schedules) represent Contractor's best judgment based upon its familiarity with the industryand the information available at the time of the estímate. It is recognized, however, that neitherOwner ñor Contractor has control over factors which affect or relate to such estimates.

2.2.21 In no event shall Contractor be Hable in contract, tort, strict liability, warranty, or otherwise forany special, indirect, incidental or consequential damages, such as but not limited to loss ofproduct, loss of use, non-operation or increased costs of operation of equipment or systems, loss

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of anticipated revenue or profits, cost of capital, delays in or cost of construction, or cost ofpurchased or replacement equipment or systems.

2.3 Technical Information and Approvals.

2.3.1 Contractor represents that, to the extent necessary to perform the Work, it has examined andaccepts all the conditions relevant to the Work and agrees to perform the Work in accordancewith the compensation provisions of Exhibit E —Basis of Contract Price and Payment Schedule.

2.3.2 While performing the Work hereunder, Contractor shall, in the exercise of its professionaljudgment, examine and review all technical information, engineering data or other informationfurnished to Contractor in connection with this Agreement, by Owner or otherwise, and shall atonce report in writing to Owner upon discovery of any error, omission or discrepancy in suchinformation. Contractor shall not, in any way, be Hable for any obligation under the Agreementshould any technical information, engineering data or other information obtained from Owner isincorrect and/or insufficient if such errors or insufficiencies should be recognizable to acompetent engineering contractor.

2.3.3 Where Contractor is required to obtain Owner's approval hereunder, such approval must be inwriting. Owner's approval shall not be unreasonably withheld. Owner's receipt or consent toand/or approval of any of Contractor's designs, specifications, drawings, reports or submissionsshall not waive any of Owner's rights or relieve Contractor of any obligations for defects,deficiencies, errors, omissions or negligence.

2.3.4 Contractor shall have no responsibility for hazardous or toxic substances (whether or notdefined as such by statute) present at the Site and discovered in the course of the Work ("LatentHazardous Substances"), including but not limited to Latent Hazardous Substances containedbelow the surface of the Site. All handling, containing, transporting or disposing of LatentHazardous Substances will be done by Owner or third parties engaged directly by Owner.Contractor may temporarily interrupt the Work if it reasonably believes continuing with theWork involves undue risk of exposure of persons to Latent Hazardous Substances. Contractorwill promptly inform Owner of such circumstances, and exercise due diligence to cooperatewith Owner to determine how and when Contractor, its subcontractors, and their employees andagents, may safely resume any interrupted Work. Any additional cost and increased time forperformance to the extent caused by said interruption will be to Owner's account. Ownerfurther agrees to indemnify, defend and hold harmless Contractor and its subcontractors from allliability, loss, cost and expense (including any fines, penalties, attorney fees and costs ofdefense), that Contractor or its Subcontractors may incur in connection with any liability,demand, allegation, action, suit, judgment, or other claim, including without limitation claimsfor personal injury or death to any person, or for breach of any legal duty, caused by anencounter with or exposure to Latent Hazardous Substances, incidental to the Contractor'sperformance of the Work, as directed by Owner, or otherwise.

2.4 Independent Contractor

Contractor shall be an independent contractor, maintaining complete control over Contractor's personneland operations. No employee of Contractor shall be, in any sense, an employee of Owner or its Affiliates,parent or subsidiarles. As an independent contractor, Contractor shall have control over the manner andmethods of performing the Work; however, Contractor shall perform the Work in accordance with

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procedures and practices agreed between the Parties, and Contractor shall perform the PMC work underthe management of the integrated project management team formed by PMC and Owner's personnel.

2.5 Contractor's Employees

Contractor shall be solely responsible for, and Contractor's compensation includes an allowance for allitems set forth in Exhibit E. Contractor shall in a timely manner make all reports concerning itspersonnel required by govemmental authorities. Contractor shall also pay or shall cause to be paidpromptly when due all other costs incurred in performing the Work. Owner, from time to time, mayrequire Contractor to furnish evidence satisfactory to Owner that Contractor has complied with theprovisions of this Article 2.6.

2.6 Safety

2.6.1

2.6.2

2.6.3

Owner places the highest priority on safety, health and environmental conditions at all siteswhere the Work is to be performed, and expeets and requires Contractor to do the same.Contractor shall be responsible for all aspeets of safety during the performance of the Work, andshall take all necessary measures to ensure that it and its Subcontractors maintain a safe workingenvironment. Contractor shall require its employees, Subcontractors, invitees, and othersengaged by it to comply with applicable national, state and local laws and regulations, andOwner's safety, health, environmental and substance abuse rules, regulations and procedureswhile the Contractor is performing the Work. Contractor is responsible for notifying andtraining such persons about such regulations, rules, and procedures. When deemed appropriateby Owner, Contractor shall desígnate a representative to supervise safety, health, andenvironmental matters pertaining to the Work. Contractor shall acquire a copy of the Owner'ssafety rules and procedures and shall require its employees and others engaged by or under thedirection of the Contractor to attend regular safety meetings put on by Contractor. Contractorunderstands that Owner's rules and procedures are not determinative of all safety requirementsapplicable to Contractor and others engaged by it. Unless otherwise agreed in writing,Contractor shall supply at its own expense all safety and health equipment and materials,including personal protective equipment for its employees, required by the Owner in theperformance of the Work, with the exception that Owner will provide such safety and healthequipment and materials to Contractor's PMC staff at Owner's cost. Contractor shall have anongoing safety program and shall maintain related documentation that meets all regulatoryrequirements, if any. Owner may inspect and audit Contractor's safety, health, andenvironmental compliance programs. Contractor shall make available to the Owner anydocumentation required to conduct such audits. Prior to performing any Work at the Site (ifany), Contractor shall provide a safety, health, and environmental orientation that is satisfactoryto Owner for the benefit of its employees and others engaged by it. Persons who perform Workat the Site must show evidence of completing this orientation. The Contractor shall beresponsible for training and alerting its employees and ensuring others engaged by it haveappropriate training concerning safety, health, and environmental hazards pertaining to Work atthe Site.

The contractor shall be responsible for the provisión of on-Site facilities (if applicable) for firstaid, treatment of minor injuries and first response in emergeney situations.

Contractor shall not permit a hazardous, unsafe, unhealthful or environmentally unsoundcondition or activity to be conducted at any site where Work is being performed, and shall take

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immediate steps to elimínate or correct the condition or activity. If Contractor fails takeimmediate steps to correct any such hazardous, unsafe, unhealthful or environmentally unsoundcondition or activity relating to the Work following notice to do so by Owner, Owner shall beentitled to take such action to correct such hazardous, unsafe, unhealthful or environmentallyunsound condition or activity as Owner in its solé discretion deems necessary.

2.7 Business Standards

2.7.1 Contractor, in performing its obligations under the Agreement, shall establish and maintainappropriate business standards, procedures and controls, including those necessary to avoid anyreal or apparent impropriety or adverse impact on the interests of Owner or any Affiliates ofOwner. In its performance of the Work, Contractor shall review with Owner on a regular andfrequent basis such business standards, procedures and controls, including, without limitation,those related to the activities of Contractor's employees and agents in relation to the Owner'semployees, agents and representatives, vendors, Subcontractors and other third parties, and alsothose related to the avoidance of any conflict of interest.

2.7.2 Contractor represents that all fínancial settlements, reports and billings rendered to Owner underthe Agreement shall properly reflect the facts of all activities and transactions, and may berelied upon as being complete and accurate by Owner for all purposes. Contractor shall requirethe same covenant from its suppliers, vendors and Subcontractors involved in furnishingmaterials or services for the Work. Contractor shall promptly notify Owner in writing upondiscovery of any failure to comply with the foregoing responsibilities.

Article 3 - RESPONSIBILITIES OF OWNER

3.1 Owner will obtain all official approvals necessary for the Work that Contractor cannot obtain in its ownñame or is not authorized to obtain on behalfof Owner.

3.2 Owner shall grant Contractor access to the Site, subject to any applicable regulations, provided thatContractor shall take all appropriate measures to prevent unauthorized persons from obtaining access tothe Site. Owner may refuse any person admittance to its facilities or exelude any person fromperforming work under this Agreement, and Contractor shall fully cooperate with Owner with respectthereto.

3.3 Owner shall nomínate authorized representatives who shall be the contact persons for Contractor and therepresentatives of Owner for matters concerning this Agreement. Owner has the right to replace theauthorized representative at any time. Owner shall inform Contractor of such replacements in writing.

3.4 Owner may supply or arrange for others to supply to Contractor without charge and in such reasonabletime so as not to prevent, delay or disrupt the performance of the Work, all data, information andrecords relating to the Project which are in its possession or under its control and which are reasonablyrequested from time to time by Contractor, and shall give Contractor such assistance as Contractor mayreasonably require in connection with the performance of the Work.

3.5 Any advice. consent or approval shall not in any way affect the responsibihty and obligations ofContractor under this Agreement.

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Article 4 - SCHEDULE

Contractor shall use reasonable efforts to carry out the Work in accordance with the Schedule. No changes shallbe made to the Schedule except through the issuance of a Change Order as set forth in Article 7.Notwithstanding anything to the contrarycontained elsewhere herein, the Partiesagree that the Project Scheduleis an estimated schedule dependent on the activities of Owner, Owner's Other Contractors and others, as well asother factors beyond the control of the Contractor, and therefore Contractor will make its best endeavor to avoiddelays in the Project Schedule.

Article 5 - CONTRACTOR'S WARRANTIES

5.1 Warranty

Contractor warrants that the Work to be performed hereunder shall be performed in accordance withstandards customarily utilized by recognized professional engineering organizations of similar size andcapability as Contractor in existence at the time of performance of the Work and performing servicessimilar to the Work. Contractor shall re-perform any of said deficient Work which was not performedin accordance with the specification in the Scope of Work in this Agreement, provided that theContractor is notified in writing of the nonconformity within one year after the performance of thedeficient Work. Contractor will perform the remedial Work within the original scope of Work at nocost to Owner; provided, however, that Contractor shall have no liability or responsibihty for (i)reconstruction or rectification of any facilities, (ii) repair or replacement of any materials, equipment orfacilities or (iii) the costs associated with such reconstruction, rectification, repair or replacement.

5.2 Solé RemedyTHE FOREGOING OBLIGATIONS IN THIS ARTICLE 5 ARE CONTRACTOR'S SOLÉWARRANTY AND GUARANTEE OBLIGATIONS AND OWNER'S EXCLUSIVE REMEDIESWITH RESPECT THERETO. CONTRACTOR MAKES NO OTHER WARRANTIES OR

GUARANTEES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TOWARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE

WHICH ARE EXPRESSLY DISCLAIMED AND WAIVED.

Article 6 - COMPENSATION AND PAYMENT

6.1 Compensation for the Work

Contractor shall be compensated by Owner for Work satisfactorily performed hereunder on a fixed priceamount USD 28,515,516 (twenty eight million five hundred and fifteen thousand five hundred andsixteen US Dollars) in accordance with the terms and conditions of this Agreement. The Contract Priceis based on Exhibit E -- Basis of Contract Price and Payment Schedule.

6.2 Taxes

Contractor shall pay, and Contractor's compensation provided for hereunder contains an allowance for,all liabilities or claims for the following taxes which any taxing authority (including any politicalsubdivisión thereof) claiming jurisdiction over this Agreement or the location in which the Work isperformed may assess or levy against Contractor on account of or resulting from Contractor's operationspursuant to this Agreement:

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(a) Income, excess profit, or other taxes, charges, and imposts assessed or levied on account ofContractor's earnings;

(b) taxes assessed or levied against or on account of salaries or other benefits paid to Contractor'semployees; and

(c) Taxes assessed or levied against or on account of any property or equipment (including materialsand consumable supplies) of Contractor.

The amount of this contract exeludes any withholding tax. Any withholding tax will be paid by theContractor according to the Costa Rican withholding tax law. The Contractor shall use its best efforts toobtain the exemption to the withholding tax referenced in Sections 59, 60, and 61 of the Costa Ricanincome tax law. The Contractor shall invoice SORESCO for this withholding tax, and SORESCO shallpay the same amount to the Contractor. The Contractor will establish a Costa Rican legal entity whichwill receive all payments under the on-shore contract with SORESCO. [Proper language will beinserted by the appropriate tax personnel.

Notwithstanding anything to the contrary contained elsewhere herein, Contractor's compensationhereunder includes only allowances for non-transactional taxes (i.e., corporate income, franchise andproperty taxes) assessed by relevant taxing authorities against Contractor, and does not includeallowances for any transactional taxes (including but not limited to sales and use taxes, VAT, customsduties and other excises) assessed against Contractor or its employees or Owner as a consequence ofContractor's performance of the Work.

6.3 Invoicing and Payment

6.3.1 In consideration of the Work performed by Contractor, Owner shall pay the lump sum amount specifiedin Article 6.1 as per milestones set forth in Exhibit E. The invoice shall be accompanied by suchsupporting documentation as may be appropriate to support the invoice. Owner shall pay the amount ofsuch invoice, without hold-back or retention, by wire transfer to Contractor's designated bank accountwithin 15 days of receipt the invoice. All payments shall be made to Contractor in US dollars. ShouldOwner in good faith dispute any amount shown on an invoice, Owner shall pay all undisputed amounts,and the parties will immediately initiate discussions to resolve the dispute. If the parties are unable toresolve any dispute in a reasonable time, either party may invoke the dispute resolution process set forthin Article 16.

6.3.2 If Owner disputes any portion of a Contractor invoice, Owner shall pay the undisputed amount of theinvoice pending resolution of the disputed portion.

6.3.3 The obligations of the Contractor under this Agreement shall not be reduced or affected by any payment,whether preliminary or final. A payment does not constitute acceptance of Work or parts thereof.

6.3.4 Contractor shall be entitled to suspend or termínate the Work under this Agreement should Owner failwithout good reason to pay Contractor undisputed amounts owed in accordance with the terms andconditions of this Agreement.

6.4 Records and Audit

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Contractor shall maintain and retain for a period of five years after completion of the Services hereunder,all files, records, receipts, and other documents necessary to verify the amounts invoiced to and paid byOwner under this Agreement. Owner shall have full access to such records during said period for thepurpose of such verification. Owner's right to audit shall not extend to the composition of Contractor'sfíxed rates, lump sum portion of price, standard charges or percentage multipliers.

Article 7 - CHANGES

7.1 Owner may at any time, by written notice to Contractor, propose changes to the Work, Project Schedule,or other requirements for the Work. Changes, as used herein, are additions and/or deletions and/orrevisions to the Work, the methods of accomplishing the Work or the Project Schedule.

7.2 Upon receipt of a Change Order, Contractor shall immediately proceed with implementation of thechange and no extra payment

7.3 Any Changes, whether alterations, accelerations, additions or omissions, do not relieve Contractor fromits responsibilities under this Agreement.

Article 8 - CONFIDENTIALITY

8.1 Prior to or during the term of this Agreement, Owner may disclose Confidential Information toContractor for the use of Contractor in the performance of the Work under this Agreement. SuchConfidential Information constitutes proprietary information and valuable trade secrets that are theproperty of Owner or for which Owner has secured certain rights of use.

8.2 For a period of ten (10) years from the Effective Date of this Agreement, Contractor agrees to keepsecret and confidential all such Confidential Information and to not use any Confidential Information forpurposes other than the Work or to disclose it, in whole or in part, to anyone, including Contractor'spartners and affiliated companies, except to Contractor's employees on a "need to know" basis asrequired for the execution of the Work, without the written consent of the Owner.

8.3 Contractor shall limit access to Confidential Information to those of Contractor's employees whoreasonably require the same to carry out their duties under the Agreement and who have entered intosecrecy agreements with Contractor obligating each such employee not to disclose any of suchConfidential Information to at least the same extent as Contractor is obligated to Owner hereunder.Contractor may reléase such Confidential Information to those of its Subcontractors which have enteredinto confidentiality agreements with Contractor containing substantially the same obligations ascontained in this Article 8.

8.4 The foregoing obligations shall not apply to information received by Contractor which:

(a) Can be proved by Contractor to have been within the public domain at the date of disclosurethereof by Owner; or

(b) Was known to Contractor prior to the disclosure thereof by Owner hereunder or prior to theeffective date of this Agreement, as evidenced by written records in Contractor's possessionprior to said disclosure; or

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(c) Subsequent to disclosure by Owner becomes, other than by act or omission of Contractor,generally available to the public; or

(d) Is lawfully made available to Contractor by a third party in good faith who disclosed suchinformation to Contractor on a non-confidential basis without violating any obligation ofconfidentiality relating to the information disclosed.

Specific information disclosed to Contractor shall not be deemed to be within the foregoing exceptionsmerely because such information is embraced by more general information within such exceptions. Inaddition, any combination of features shall not be deemed to be within the foregoing exceptions merelybecause individual features are within such exceptions.

8.5 If Contractor is required by any applicable law, regulatory authority or court of competent jurisdiction toreveal Confidential Information, Contractor prior to disclosure shall work with Owner to limit to theextent legally possible the extent of the disclosure.

8.6 Upon completion of the Work, or in the event of termination of this Agreement, Contractor shallwithout delay, upon written direction from Owner, return to Owner or destroy at Owner's election allConfidential Information received directly or indirectly from Owner hereunder, except that Contractormay retain one copy of such Confidential Information in its secure files for record purposes.

8.7 Except as expressly set forth elsewhere in this Agreement, nothing herein shall be construed asconferring on Contractor any right, title or interest in or any lÍcense with respect to any ConfidentialInformation received by Contractor or any rights under any patent or trade secret now or subsequentlyowned or control led by Owner.

Article 9 - OWNERSHIP OF DOCUMENTS; INVENTIONS; LIENS

9.1 Ownershipof Documents

9.1.1 All drawings, plans, specifications and other documents given by Owner to Contractor for usein connection with this Agreement shall remain Owner's property and shall not be used byContractor for any purpose other than performance of the Work.

9.1.2 All documents prepared in connection with this Agreement, such as drawings, photos(conventional and digital), plans, specifications, calculations (including computer programsdeveloped under this Agreement), estimates, operating/maintenance procedures, purchase ordersand subcontracts, and the other engineering and procurement documents prepared, employed orused by Contractor under this Agreement shall become Owner's property upon any terminationor completion of Work and Owner may disclose or use them for operation, maintenance, repair,replacement or dupl¡catión of the fácility. Contractor shall deliver the documents in anyreasonable manner prescribed by Owner. Contractor may retain a copy for its files, providedthat Contractor's retention of such copy will be in accordance with the provisions of Article 8hereto. Contractor agrees that the work product delivered hereunder shall be prepared as a workmade for hire for the benefit of Owner. Further, Contractor agrees to assign and does herebyassign all copyright in such works.

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9.1.3 Notwithstanding Clause 9.1.2, Contractor shall continué to own and retain all intellectualproperty created or owned by Contractor or licensed to Contractor by an Affiliate or third party(including know-how, source codes, software, documents, drawings, designs, technicalinformation and other materials) which (i) exists prior to the Parties entering into thisAgreement, (ii) is developed or acquired by Contractor independently of this Agreement, or (iii)is derived or developed from intellectual property which falls within (i) or (ii) above.

9.2 Intellectual Property

Contractor shall not knowingly or intentionally infringe upon any intellectual property (including butnot limited to patents, trademarks, copyrights and trade secrets) ("Intellectual Property") in theperformance of this Agreement. In the event that Contractor, following completion of the Services, isalleged to have infringed upon Intellectual Property owned or claimed by a third party, Contractor shall,at the request of Owner and at Contractor's expense, replace or modify pursuant to Article 5.1 theinfringing subject matter so that it becomes non-infringing but still complies with the requirements ofthe Agreement. If the infringing subject matter cannot be replaced or modified so that it becomes non-infringing, Contractor shall, on Owner's request and at Owner's expense, procure for Owner the right tocontinué using the infringing subject matter. All royalties and other expenditures (including attorneys'fees and litigation costs) to procure the right to use the infringing subject matter shall be payable byOwner. The foregoing obligations of Contractor shall not be applicable to infringement of IntellectualProperty of third parties which results from Contractor's compliance with specific written instructionsfurnished by Owner, or from the ¡ncorporation into the Work of any process or design which originatesfrom Owner.

9.3 Liens

9.3.1 Contractor shall promptly pay when due all obligations for labor and material. If a lien orcharge attaches to Owner's property by reason of the failure of Contractor, its Subcontractors orvendors to pay such obligations, Contractor shall promptly procure its reléase and shall holdOwner harmless from loss, damage and expense incidental thereto, provided, however, that thisprovisión shall not opérate to deprive Contractor of its statutory lien rights in the event of non-payment by Owner of any undisputed amount owed Contractor.

9.3.2 If there is evidence of any claim or demand which could subject Owner or its property to a lienor attachment if such claim or demand is established to be valid, made against Contractor byany person, or against Owner by any person claiming through Contractor, Owner shall have theright to withhold from Contractor such amount of money from compensation due under thisAgreement as will fully protect Owner against any such lien or attachment.

9.4 Inventions

All inventions, discoveries, and improvements, patentable and unpatentable, and copyrightable materialsthat are made or conceived by Contractor's personnel in connection with the Work performed under thisAgreement using Owner's Confidential Information and all patent rights and copyright rights therein,both domestic and foreign, shall belong to, and shall be assigned by Contractor to Owner. Contractorshall require its personnel to promptly and fully disclose all such inventions, discoveries andimprovements to Owner and shall require them to cooperate with Owner as may be reasonably requiredin order to obtain patent protection therefore, including the signing of assignments of inventions and

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patent rights therein, and the signing of any proper affidavits, declarations, patent applications and thelike.

9.5 Application to Subcontractors

Contractor shall ensure that in all contracts with Subcontractors, respective provisions shall be insertedto secure Owner's rights as stated in this Article 9.

Article 10-LIABILITIES

10.1 Contractor shall indemnify, defend and hold Owner harmless from and against claims, liabilities, suits,loss, cost, expense and damages for all types of injuries to or death of Contractor's or Contractor'ssubcontractor's persons or damage to or destruction of property belonging to Contractor's, orContractor's subcontractor's (excluding property of Owner as described in Article 10.3 below), arisingin connection with Contractor's performance of the Work pursuant to this Agreement, even if it iscaused by the negligence of Owner, Owner's other contractors and its employees, agents andsubcontractors.

10.2 Owner shall indemnify, defend and hold Contractor and Contractor's subcontractors harmless from andagainst claims, liabilities, suits, loss, cost, expense and damages for all types of injuries to or death ofthe Owner's or Owner's other contractors persons or damage to or destruction of property (excludingproperty of Contractor as described in Article 10.3 below), arising in connection with the Work, even ifcaused by the negligence of Owner, its employees, agents and other contractors.

10.3 Each Party hereto shall assume all risk of loss or damage to its real or personal property which may ariseout of or in connection with this Agreement, including any such loss or damage arising from thenegligence of either Party, and each Party agrees to obtain a waiver of subrogation for the benefit of theother Party from its insurer(s) of such property.

10.4 Notwithstanding any obligation of Contractor to maintain care, custody and control, of materials andequipment purchased pursuant to this Agreement, and regardless of which Party holds title to suchmaterials and equipment, Owner shall assume at all times the risk of physical loss or damage tomaterials and equipment purchased by Contractor pursuant to the terms of this Agreement. Owner'sassumption of such risk will apply while the materials and/or equipment are in transit over land, sea orby air; while temporarily in warehouses, at fabrication yards or at the final Work Site; and duringfabrication and installation.

10.5 Notwithstanding any other provisions under this Agreement, at law or otherwise, Contractor's totalliability for claims arising out of this Agreement, regardless of how the same may be caused, shall belimited to ten percent (10%) of the compensation actually paid to Contractor pursuant to this Agreement.

10.6 The releases from and limitations on liability expressed in this Article 10 and elsewhere in thisAgreement shall (i) survive termination or expiration of this Agreement, (ii) apply whether in contract,equity, tort or otherwise, (iii) apply even in the event of the fault, negligence, strict liability, or breach ofAgreement of a Party, and (iv) extend to the shareholders, directors, officers, employees and agents of aParty, its parents, subsidiarles affiliates and subcontractors.

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Article 11-INSURANCE

11.1 Contractor Furnished Insurance

Without in any way limiting Contractor's liability under Article 10, Contractor shall maintain at alltimes during the term of the Agreement at Contractor's solé expense the following mínimum insurancecoverages and such other insurance as may be required by applicable law with carriers:

11.1.1 Worker's Compensation Insurance and Employers' Liability Insurance with limits sufficient tocomply with all applicable laws, including the laws of the country and/or state of origin of itsemployees to cover such employees.

11.1.2 Comprehensive General Liability Insurance for bodily injury, personal injury and propertydamage, including contractual liability, XCU (Explosión, Collapse and Underground) Hazards,Broad Form Property Damage, Completed Operations and Independent Contractor's Liability,to cover all liability assumed by Contractor under this Agreement. The limits of liability forsuch insurance shall be not less than One Million U.S. Dollars ($1,000,000) per occurrence andFive Million U.S. Dollars ($5,000,000) in the aggregate.

11.1.3 Automobile Bodily Injury and Property Damage Liability Insurance covering owned, non-owned and hired automobiles, with limits of liability not less than One Million U.S. Dollars($1,000,000) per occurrence for bodily injury and One Million U.S. Dollars ($1,000,000) peroccurrence for property damage.

All such insurance shall be provided by reliable companies satisfactory to Owner and authorized andregistered to do business in the jurisdictions in which the Work is to be performed in accordance withthe Law number 8653. All deductibles payable under such policies of insurance shall be to the accountof Contractor. Owner shall be named as an additional insured on the policies listed in 11.1.2 and 11.1.3above, but only in the amounts stated therein and only with respect to liability arising out of theperformance of the Work where Owner is indemnified by Contractor pursuant to the terms of thisAgreement. All required insurance hereunder shall, as to liabilities and indemnities assumed byContractor hereunder, contain waivers of subrogation against Owner and its Affiliates and contractors,and shall provide that such insurance is primary coverage with respect to all insureds and shall not beconsidered contributory insurance with any insurance policies of Owner or its Affiliates. Prior to thecommencement of Work, Contractor shall provide Owner with insurance certificates or other evidenceof insurance satisfactory to Owner specifying the types and amounts of coverage in effect, the expirationdates of each policy and a statement that no insurance will be cancelled or materially changed while theWork is in progress without thirty (30) calendar days' prior written notice to Owner. Evidence ofrenewal of such insurance shall be provided to Owner prior to the expiration dates of the policies. In theevent of a claim and upon request of Owner, Contractor shall allow a review of insurance policiesrequired pursuant to this Agreement. If the Contractor neglects or refuses to provide any insurancerequired herein, or if any insurance is cancelled, the Owner may procure such insurance at Contractor'sexpense.

It is understood and agreed by the Parties that neither the mínimum policy limits of insurance requiredof Contractor under this Article 11 ñor the actual amounts of insurance maintained by Contractor underits insurance program shall in any way limit or reduce Contractor's liability and indemnity obligationsunder Article 10 of this Agreement.

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11.2 Owner Furnished Insurance

Owner shall maintain at Owner's expense Builder's All Risk Insurance covering activities at the Siteand loss of or damage to the materials and equipment to be incorporated into the Project. Suchinsurance shall list Contractor and its Subcontractors as additional insureds, along with Owner'sContractor(s) and their subcontractors as their respective interests may appear, all as related to theProject and the work to be performed at the Site. Such Builders All Risk Insurance will cover physicalloss or damage to the materials and equipment to be incorporated into the Project, on a replacement costbasis, including coverage for earthquake and flood, testing and transits to and from the Site, beginningwith commencement of work at the Site until completion of such work, plus a twelve month warrantyperiod. This insurance will not cover loss or damage to construction equipment, tools, supplies, ortemporary structures owned or leased by Contractor or its Subcontractors in the performance of thisAgreement.

11.3 Subcontractor Insurance

Without in any way limiting Contractor's liabilities pursuant to Article 10, Contractor shall require fromeach of its Subcontractors the same insurance as set forth in paragraph 11.1 and shall secure from eachSubcontractor's evidence of such insurance in the form of a certifícate of insurance acceptable to Owner.Both Owner and Contractor shall be designated on such insurance as additional insureds where relevantand necessary.

11.4 Insurance on Contractor's Facilities, Equipment and Tools

Contractor shall secure a written waiver of the right of subrogation against Owner from all insurersproviding physical damage insurance on Contractor's facilities, equipment, tools, and suppliers used byContractor under this Agreement.

Article 12 - DURATION OF AGREEMENT

12.1 This Agreement shall commence on the Effective Date and shall, unless terminated sooner according toArticle 13, termínate upon completion and acceptance of Work and expiration of any warranties.

12.2 The provisions of Articles 5 (Warranties ) and 10 (Liability), 8 (Confidentiality), 15 (Forcé Majeure), 16(Arbitration), and 17 (Applicable Law) shall survive any termination of the Agreement.

12.3 The termination of this Agreement shall be without prejudice to any obligation or right of any of theParties hereof which has accrued prior to such termination and shall not affect any provisión of thisAgreement which is expressly, or by implication, provided to come into effect on, or to continué ineffect after such termination.

Article 13-TERMINATION

13.1 Termination for Owner's Convenience

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13.1.1 Owner shall have the right, with or without cause, to termínate this Agreement or any portion ofthe Work hereunder by giving Contractor written notice at least thirty (30) days prior to the dateof termination. On the date of termination stated in said notice, Contractor shall discontinuéperformance of the Work to the extent directed by Owner. Owner shall have the right to directContractor to termínate any subcontract (or part thereof) and the portion of the Work covered bysuch subcontract shall be otherwise completed by Contractor or another Subcontractor approvedby Owner.

13.1.2 Contractor, upon receiving such notice of termination, shall do all things necessary to preserveand protect the Work.

13.1.3 In the event of a termination under this Article 13.1, Contractor shall be paid the following asful I and final settlement for such termination:

(a) For Work performed and unpaid under this Agreement, compensation in accordancewith this Agreement for Work satisfactorily completed as of the date of termination;and

(b) Actual and reasonable costs necessarily incurred in terminating the Work including anydemobilization costs and expenses, provided such costs have been approved in advanceby Owner.

13.2 Termination by Owner for Cause

13.2.1 Should Contractor at any time refuse or neglect to supply a suffíciency of properly skilledpersonnel or equipment of the proper quality or quantity; fail in any respect to prosecute theWork or any portion thereof in a diligent, effícient, skillful, and careful manner; fail to complywith any of the terms of this Agreement; fail to perform in bad faith, become insolvent, orbecome the subject of voluntary or involuntary bankruptcy proceedings or receivership, Ownermay so advise Contractor in writing, stating the deficiencies of the Contractor. Contractor shallpromptly address the alleged deficiencies and develop for Owner's approval a plan to correctthe deficiencies and so that the terms and objectives of the Agreement will be met. IfContractor fails to within fifteen (15) days of receipt of Owner's written notice correct thedeficiencies or make progress satisfactory to Owner towards such correction, Owner may byfurther written notice to Contractor termínate this Agreement for the default ofContractor.

13.2.2 In the event of termination under 13.2.1, Contractor shall, unless Owner directs otherwise,immediately discontinué the Work (except to the extent necessary to preserve and protect theWork) and the placing of orders for materials, equipment and supplies in connection with theperformance of the Agreement and shall, if requested, make every reasonable effort to procurecancellation or termination of all existing orders or subcontracts upon terms satisfactory toOwner. Contractor shall, upon notice of termination under 13.2.1, promptly advise Owner of alloutstanding subcontracts, and other obligations which Contractor has with others pertaining toperformance of the Work, and shall furnish Owner with complete copies thereof. Upon requestof Owner, Contractor shall assign to Owner, in a form satisfactory to Owner, those subcontractsand other obligations which Contractor has with others pertaining to performance of the Work.Owner shall pay Contractor for Work satisfactorily completed to the date of termination, butshall have no further liability to Contractor with respect to the termination. Notwithstanding

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any other provisions to the contrary, termination of this Agreement shall not prejudice any claimof Owner arising prior to termination ñor shall it affect the Contractor's guarantee of the portionof the Work performed or relieve Contractor of its duty to correct any defective work performedor to indemnify, defend and hold the Owner harmless in those instances required by thisAgreement.

13.3 Termination Liability

The parties' rights and obligations in the event of termination shall be determined in accordance withthis Article 13. Contractor shall not be Hable for any damages incurred by Owner resulting from suchtermination, including, without limitation, costs paid by Owner to complete the Work or engage areplacement contractor or indirect damages arising from or related to termination. Owner shall not beHable for any damages incurred by Contractor resulting from such termination, including, withoutlimitation, loss of anticipated profíts.

Article 14 - SUSPENSIÓN OF WORK

14.1 Owner may direct Contractor to suspend all or any part of Contractor's work under this Agreement bygiving Contractor written notice at least fifteen (15) days prior to the date of suspensión. In such event,Contractor shall use its best efforts to reduce the level of resources assigned to the Work so as tominimize costs during the period of suspensión. Owner shall be Hable for and shall pay to Contractor thecosts of such reduced level of effort during the period of suspensión to the extent such costs areapproved in advance by Owner in writing. Contractor shall be entitled to demobilize and re-assign anyemployees whose retention during a suspensión is not authorized by Owner. Demobilization costs forContractor's employees whose retention on the Work has not been authorized by Owner, including thecost of travel from the Work Site to the employee's home, shall be paid by Owner.

14.2 Owner may, at any time, authorize resumption of the suspended part of the Work by notifyingContractor of the part of Work to be resumed and the effective date of the lifting of the suspensión.Work shall be resumed as promptly as reasonably possible by Contractor after receipt of such a notice.With respect to those employees who have been demobilized as a result of suspensión under Sub-Article14.1 above, Contractor will use reasonable efforts to expedite their return, but Contractor is under noobligation to re-mobilize employees who have been re-assigned to other work. The schedule of theWork shall be adjusted to account for the delay caused by such suspensión, and costs of travel andremobilization of demobilized employees shall be borne by Owner.

14.3 If any period of suspensión exceeds ninety (90) days, or if cumulative periods of suspensión exceed onehundred eighty (180) days, either Party may by written notice to the other Party termínate thisAgreement. In such event, Contractor shall be compensated in accordance with Article 13.1. of thisAgreement.

Article 15 - FORCÉ MAJEURE

15.1 Notwithstanding anything to the contrary contained elsewhere herein, a Party will be excused from theobligations of this Agreement (except the obligation to pay monies when due) to the extent thatperformance is delayed or prevented by any circumstances reasonably beyond its control, or by fíre,

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flood, earthquake, storm, hurricane or other natural disaster, war, invasión, act of foreign enemies,hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, insurgency,mílitary actions, terrorist activities or a credible threat of terrorist activities, epidemic, pandemic orwidespread illness, nationalization, government sanction, blockade, embargo, labor dispute, strike,lockout, interruption or failure of electrical service, or failure or signifícant reduction of normaltransportation, Utilities or Communications systems ("Forcé Majeure").

15.2 Either Party shall have the right, by giving notice to the other in writing, to suspend performance of itsrespective obligations under this Agreement in whole or in part forthwith upon, and to the extentnecessitated by, the occurrence of Forcé Majeure, and the time for completion of the obligation or dutyaffected thereby and all other relevant periods shall be extended by a time period to be agreed betweenthe Parties, commensurate with any delays in performance by either Contractor or Owner, but not lessthan the actual duration of the forcé majeure event.

15.3 The Party asserting Forcé Majeure shall in each instance give the other Party notice thereof no later thanthree (3) calendar days after the beginning of each such period of delay. Such notice shall include a briefdescription of the event or circumstance of Forcé Majeure, the portion of Work affected and an estímateof the anticipated delay and any supporting documentation. No such delay or continuation thereof shallbe effective for a period of more than fifteen (15) calendar days unless prior to the end of the initialfifteen (15) day period of continuation thereafter, the Party asserting the Forcé Majeure shall give theother Party notice of the continuation thereof.

15.4 Nothing herein shall alter any obligation with respect to portions of the Work not affected by such ForcéMajeure.

15.5 Not later than seven (7) calendar days after the cessation of any continuing circumstances comprisingForcé Majeure, the Party that asserted it shall give the other Party notice of the date of such cessation.

15.6 The occurrence of Forcé Majeure shall not entitle Contractor to a change in the basis of itscompensation.

Article 16 - DISPUTE RESOLUTION

16.1 In the event any dispute arises in connection with the validity, interpretation or implementation of theAgreement, the Parties shall initially attempt to resolve such dispute through amicable discussions. Ifthe dispute cannot be resolved in this manner within sixty (60) days after the date on which one Partyhas served written notice on the other Party for the commencement of such discussions, then either Partymay refer the dispute to arbitration in accordance with the rules of the International Chamber ofCommerce, with proceedings to be conducted in London, England.

16.2 The arbitration shall be conducted by three (3) arbitrators. One arbitrator shall be appointed by theContractor and one arbitrator shall be appointed by Owner. The third arbitrator shall be appointedjointly by the arbitrators appointed by the Parties and shall serve as chairman of the arbitral tribunal.

16.3 The arbitral proceedings shall be conducted in English language and all of the arbitrators shall be fluentin English.

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16.4 The arbitration award shall be fínal and binding on the Parties, and the Parties agree to be bound therebyand to act accordingly. All arbitration fees and costs shall be borne equally, notwithstanding whichParty may prevail. Each Party shall bear its own related costs, i.e., fees and costs of its own lawyers andwitnesses irrespective of which Party prevails.

16.5 During the pendency of any arbitration, the Parties shall continué to exercise their remaining respectiverights, and shall fulfill their remaining respective obligations under the Agreement.

Article 17 - APPLICABLE LAW

This Agreement shall be governed by and interpreted under the English laws, without giving effect to conflict oflaws principies thereof.

Article 18 - MISCELLANEOUS PROVISIONS

18.1 Waiver

Unless expressly provided otherwise, failure or delay on the part of either Party to exercise any right,power or privilege under the Agreement, or under any other agreement relating hereto, shall not opérateas a waiver thereof; ñor shall any single or partial exercise of any right, power or privilege preclude anyother future exercise thereof.

18.2 Assignment

Owner shall have the right, at any time, to assign all or any part of its rights and obligations hereunder toan Affíliate or to a third party, provided that, in the event Owner assigns this Agreement to a third partywithout Contractor's prior written consent, Owner shall remain Hable for any and all obligations setforth herein in the event such third party fails to fulfill any obligation imposed on Owner hereunder.With the prior written consent of Contractor, which consent shall not be unreasonably withheld, Ownermay assign this Agreement to any party without any further liability on the part of Owner. Contractormay not assign this Agreement or any of the obligations or entitlements herein without the writtenagreement of Owner.

18.3 Severa bility

In the event that any provisión in the Agreement is ¡Ilegal, contrary to public policy, or otherwiseunenforceable, then such provisión shall be deleted from the Agreement leaving the remainder of theAgreement legal, valid and enforceable. The deleted provisión shall be replaced by a valid newprovisión negotiated by the Parties, having as nearly as is legally possible the same economic andbusiness effect as the ¡Ilegal or unenforceable provisión was intended to have.

18.4 Language

The Agreement is executed in four (4) duplícate origináis in the English language and each Party shallreceive two copies.

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18.5 Entire Agreement

The Agreement and the Exhibits attached to the Agreement constitute the entire agreement between theParties with respect to the subject matter of the Agreement and supersede all prior discussions,negotiations and agreements between them.

18.6 Binding Effect, Amendments

The Agreement is made for the benefit of the Parties and is binding on the Parties. The Agreement mayonly be amended by a written instrument signed by the Parties.

18.7 Exclusive Remedies

Contractor and Owner agree that the rights and remedies provided to the Parties in this Agreement arethe solé and exclusive rights and remedies available to the Parties hereunder, and shall be in Heu of anyother rights and remedies which may be otherwise available to the Parties at law or in equity.

18.8 Notices

Except as otherwise specifícally provided in this Agreement, any notices hereunder shall be in writing inthe English language and shall be deemed delivered when served personally on the Party to whomaddressed, or when deposited in the mail, registered or recorded, postage prepaid, addressed to suchParty at the address, and to the attention of the Party, as provided in this Article 18.8, or by electroniccommunication (fax or e-mail) when received, addressed as set forth above, provided that suchelectronic communication is promptly followed by a written notice addressed and mailed as aforesaid.If such electronic communication is received during other than business hours it shall be effective whensuch business first commences. Either Party may change the person and/or address to which notice shallbe given by giving the other Party written notice of such change.

All notices and Communications shall be sent to the appropriate address set forth below, until the sameis changed by notice given in writing to the other Party:

With respect to Contractor:

With respect to Owner:

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18.9 Conflicting Documents

Should any conflict exist among the provisions of any of the Agreement documents, the order of priorityin which the provisión of the various Agreement documents shall govern is as follows:

lst - Terms and conditions of this Agreement, consisting of Articles 1 through 18.2nd - Exhibits to this Agreement.

18.10 Publicity

Contractor shall not make any public statement regarding the Work and shall not publicize any factrelating to the Project without the express written consent of Owner. All films, photo negatives andprints, video-tapes showing details of the Plants and the Site shall be the property of Owner and shall bedelivered to Owner upon request. Notwithstanding the foregoing, nothing contained herein shallprevent Contractor from making any announcement which Contractor is required to make by anyapplicable law or competent judicial, govemmental or other authority, or in accordance with therequirement of any recognized stock exchange.

IN WITNESS WHEREOF, the Parties hereto caused this Agreement to be executed by their dulyauthorized representatives on the date first set forth above:

Owner:

By:

Ñame:

Title:

(signature)

Contractor:

By:

Ñame:

Title:

(signature)

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Exhibit Al PMC SCOPE OF WORK

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Agreement for Engineenng and Project Management ServicesPage 1 of10


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Agreement for Engineering and Project Management ServicesPage2of 10

INDEX

1. GENERAL 3

1.1 Introduction 3

1.2 ProjectAudit 3

1.3 Project Locations 3

2. BASIC SCOPE 3

2.1 General Management 3

2.2 Bidding 4

2.3 ProjectCost Estímate 4

2.4 EPC Contractor Management 4

2.5 Subcontract Management 4

2.6 Detailed Engineering 5

2.7 Procurement 5

2.8 Construction 7

2.9 Pre-commissioning, Commissioning and Test Run 8

2.10 Post-Commissioning and Warranty Period 8

2.11 Training 8

2.12 Spare Parts, Materials Coding and Warehouses 9

2.13 HSE 9

2.14 Quality 9

2.15 Schedule of Implementation 9

2.16 Cost Control and Progress Payment 10

2.17 Information and Data Control 10

2.18 General Coordination 10

2.19 Authority and Local Society Coordination 10

2.20 Intellectual Property (IP) Protection 10


1. GENERAL



Agreement for Engineering and Project Management ServicesPage 3of10

1.1 Introduction

This document has been prepared on behalfof SORESCO, referred to hereafter as the Owner. It describes thePMC Scope of Work for the MOÍN Refinery Expansión and Modernization Project. All stages of the project arecovered in the document.

1.2 Project Audit

The Contractor shall try its best to ensure that the facilities are put in place per required standard, on scheduleand within budget and the Owner will be entitled to auditing the realization of projectdevelopment.

1.3 Project Locations• The PMC work locations will mainly be at sites in Beijing, San José, and Limón refinery site.• The PMC work locations will include the EPC Contractors' offices to monitor, supervise,

coordínate and manage the detailed Engineering and Procurement work being performed by theEPC contractor.

• The PMC detailed design review work will be most likely to be done in either China or San José.• Most of the PMC personnel will be working in Owner-provided offices and living in Owner-

provided accommodations at the San José and Costa Rica Limón sites.• The PMC should be committed and prepared to undertake project execution work in the specified

locations.

2. BASIC SCOPE

PMC shall, in accordance with international petroleum industry standards and practices and generally acceptedengineering, procurement, construction and project management principies, manage the whole project.

The PMC Consultant will mainly cover the management works for:

• Training• Front-End Engineering Design work• EPC contract work

• Procurement

• Construction

• Commissioning• As built documentation plans

The responsibihty shall be to assist theOwner in establishing efficient project management organization(IPMT),communicating, interfacing and coordinating all relevant parties, design reviews, bidders pre-qualification,RFP/ITB preparation, bids evaluation, completing PO's/Contracts awarding procedure, payments management,change management, contracts and subcontracts management, construction management, quality assurance andinspection, schedule and cost control, ensuring HSE policy applied for the whole project work, local authorityand local society coordination, and making sure the whole project meets the Owner's target.

Detailed description as follows:

2.1 General Management

PMC should clearly understand the project target and transíate the target into an execution plan.

PMC shall, in consultation with the Owner, establish the IPMT organization and develop a project execution

WorieyParsonsresources & energy

SORESCO Contract No SOR-PMC+FEED-11-1007Development of the PMC+FEEDfor Agreement for Engineering and Project Management ServicesThe Moin Refinery Expansión andModernization Project Page4 of10plan with detailed procedures, forms and format for project execution, and undertake general projectmanagement work, including but not limited to:

• Develop a detailed projectexecution manual, procedures and forms.• Undertake weekly and monthly project review meetings.• Develop project reports on weekly and monthly basis.• Supervise, review,and monitor alI subcontractors' work.• Coordínate project related work for all parties.• Keep all project related parties aware of project's progress.• Develop and update document control system.• Develop project progress measurement and monitoring system.• Develop and control project budget• Make sure that project quality is maintained• Make sure project HSE program is implemented and complied with by the contractors.• Particípate in coordination meetings held by IPMT with EPC Contractors to ensure seamless

integration of the work performed by the Contractors.• Make IPMT aware of any project issues that impact HSE, cost, schedule or quality or contractor

interfaces as soon as they arise and assist IPMT in promptly resolving them or taking correctiveactions.

2.2 Bidding

PMC shall develop the bid document and undertake the whole bid process until the bid is awarded. The workincludes bidder list development, prequalification, inquiry document development, public bid announcement,technical and commercial bid review, final bid recommendation and approval of the final bid award.

PMC shall develop a bid list, based on its experience, the Owner's experience and industry information, andundertake the pre-qualificatión of the bidders, collect necessary prequalification information from the bidders,evalúate and finalize the bidders list.

PMC shall prepare ITB, including necessary technical and commercial documents, develop evaluation criteriaand issue the bid. PMC shall review the bid and prepare both technical and commercial bid analysis for all bidssubmitted by the bidders, make the necessary clarifications, conduct the pre-award negotiations and, henee drawup the recommendations for the award of the contracts.

2.3 Project Cost Estímate

PMC shall manage the project cost estímate development. This estímate shall be broken down for each BidPackage, by material and equipment order and construction cost. The cost for the project shall be based onCosta Rica Field Construction experience and historical records.

2.4 EPC Contractor Management

PMC shall manage all of the EPC Contractors' work, at the EPC Contractors' project office and the siteincluding quality, schedule, cost, HSE, and the third party coordination.

PMC shall dispatch necessary team members to the EPC office, monitor all design work daily, make sure thedesign meets the specifications and the project requirement, monitor the project schedule that is implementedfor the projectexecution, and ensure that all construction work meets quality, scheduleand HSE requirements.

PMC shall review and manage all changes and give the final approval for the changes.

2.5 Subcontract Management

PMC should manage all the subcontractors' work. PMC may dispatch people to subcontractors' offices or at site.The scope of the management shall cover but not limited to cost control, payment management, change

^ /r?

WorfleyParsonsresources & energy

SORESCO Contract No SOR-PMC+FEED-11-1007Development of the PMC+FEEDfor Agreement for Engineering and Project Management ServicesTheMoin Refinery Expansión andModernization Project Page5 of10management, schedule control, quality control, and HSE implementation.

2.6 Detailed Engineering

PMC shall supervise and coordínate the detailed engineeringdesign at the EPC Contractors' offices and obtainthe Owner's comments and approvals. The activities shall include the following:

• EPC Contractors' manpower capabilities.• Review of drawings and specifications, for compliance with contracts, codes and standards.• Schedule of implementation.• Design safety reviews and participation in HAZOP exercise.• Particípate in 3D model reviews of the engineeringdesign performed at the contractors' offices, if

applicable.• Review and recommend design changes and related change order requests.• Review and recommend to IPMT the Valué Improvement Practice recommendations proposed by

the EPC contractors.

• Review all tie-in requirements identified by the EPC contractor and coordínate their reviews byinterfacing EPC Contractors or Owner, as appropriate.

• Identify and coordínate with IPMT and other EPC contractors all design interfaces to provideseamless integration of design both from process viewpoint (matching processparameters) as wellas from construction view point matching coordinates for all physical interfaces (piping,structural, electrical and controls).

• Ensure timely flow of controls related information from the EPC contractor to the DCS contractorfor modeling, programming and testing the controls software.

• In the case of the DCS, coordínate via IPMT to ensure shipment of appropriate control modulesfrom their respective vendor packages to the DCS vendor location to check out the softwareand/or for final Factory Acceptance Tests.

• Cost Control and change order administration.

2.7 Procurement

PMC shall be responsible for the procurement management of the Owner-supplied equipment and materials.PMC will ensure that the materials are manufactured and delivered as per the required specification andschedule. PMC will function as the interface between Owner's Supplier and EPC Contractor for smoothexecution of the Project.

For the EPC, PMC shall review the Contractors' detailed procurement plans and monitor actual Contractor'sprogress against the planned schedule.

PMC shall coordínate, closely monitor and, wherever necessary, facilítate the EPC Contractors' procurementactivities to ensure timely approval and delivery of the material at aforementioned sites. In addition, the PMCshall further ensure the adherence to Owner's Approved Vendor List, review of Inquiry or Material Requisitiondocuments, review of Technical Evaluation Reports, Purchase Orders, expediting, Inspections, vendordocumentation, tax exemption activities and review of inland transportaron logistics for heavy and large sizedequipment.

PMC shall review the following documents prepared by the EPC Contractors (or the EPC Contractors' vendors)during the course of the procurement cycles:

• Procurement policies, plans, procedures and forms• Procurement schedules

• Recommendations for inclusión of additional vendors

• Bid evaluation, vendor selection and recommendation• Inquiry and Purchase Order terms and conditions

4t A

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SORESCO Contract No SOR-PMC+FEED-11-1007Development of the PMC+FEEDfor Agreement for Engineering and Project Management ServicesTheMoin Refinery Expansión and Modernization Project Page 6 of 10

• Submission of un-priced purchase orders• Manufacturing and delivery schedule• Expediting reports• Third Party Inspection reports/hold point inspection reports• Submission of material status reports• Final packing list and vendor document list

PMC shall monitor and review the purchase order placement schedule, quoted delivery dates, vendormanufacturing, inspections, delivery scheduleand logistics activities. This is to ensure that the EPC Contractorshave the equipment and materials available by required date at Site.

2.7.1 Vendor Selection

PMC shall ensure Suppliers and EPC Contractors are in compliance with the Approved Vendors List throughoutthe procurement activities of the project. Where necessary, PMC shall review and recommend the EPCContractors' proposed additional vendor lists for critical items and get approval from the IPMT. This is toensure that the Owner's Approved Vendor Lists are kept current and updated. PMC shall ensure that theOwner's preferred vendors especially for those items which are required to satisfy the spare partsinterchangeability requirements are maintained.

2.7.2 Bid Review

PMC shall review vendor bids for critical and major equipment to verify that the Vendors' proposals are inaccordance with the designs, specification and other requirements of the contracts, such as delivery schedule,delivery terms, vendor representative presence/assistance during commissioning and performance testing, back-up service, submission of vendor dossiers and as-built drawings.

2.7.3 Requisition Review

PMC shall review EPC Contractors' Purchase Requisition document for major equipment and materials toensure compliance with the approved design specifications and other essential requirements. The review is toensure that the materials specification, codes and standards are accurately described, including the requirementsfor spareparts, vendor assistance, and data sheets and that proposed delivery date matches with the Procurementschedule orthe Required on Site (R.O.S.) date.

2.7.4 Bid Evaluation of Major Equipment

PMC shall review the acceptability of the EPC Contractors' bid evaluation reports and selection of vendors ofmajor equipment. PMC shall review Purchase Orders prepared by the EPC Contractors before they are issued toVendors and do the following:

• Verify compliance with the bid offer and contract award;• Review technical specifications and contractual obligations;• Review purchase orders to see that they contain the necessary requirements for training, spare

parts lists and spare parts interchangeability lists; vendor assistance during construction,commissioning and startup, and performance testing as applicable.

• Review guarantee and warranty clauses of the purchase orders.• Witness factory acceptance tests;• Verify compliance of expected time of arrival with schedule of implementation and monitor the

actual date of receipt.

2.7.5 Expediting

The solé responsibility for expediting materials will remain with the Suppliers and EPC Contractors. PMC shallensure that EPC's expediting role is effectively functioning and that the manufacturing progress and shipmentare closely monitored and tracked. PMC expediting function might be carried out at IPMT officeor EPC office.

/%? ffr


SORESCO Contract No. SOR-PMC+FEED-11-1007Development of the PMC+FEED for Agreement for Engineering and Project Management ServicesThe Moin Refinery Expansión and Modernization Project Page 7 of 10However, in the event of poor progress and depending on criticality requirements, PMC may accompany theEPC Contractors' personnel during expediting visits to vendor's shops for key items to assess progress andidentify sources of potential slippage and take countermeasures.

2.7.6 Procurement Reports and Documentation Submission

PMC shall monitor the submission of the EPC Contractors' procurement reports and documentation such as, butnot limited to, the following:

• Material Requisition data sheets and vendor list recommendation• Purchase Order Progress Report• Expediting and Transportation Status report• Material Delivery Status Report• Third Party Inspection reports• Material/Stock Status Report• Vendors' Final Documentation

Sample of reports should be reviewed in accordance to the Owner's requirements to ensure completeness. Theformat of the report should be finalized andagreed upon immediately after the project kick-off.

2.7.7 Materials Ordered By Company

PMC shall (if requested by the Owner) assist the Owner in the procurement of long lead-items by carrying outnecessary activities leading to the approval and issuance of Purchase Orders byOwner. These activities are:

• Preparation of bid documents or reviewing the bid documents prepared by others• Sending out the Bid Packages• Evaluation ofbids

• Recommendation for award

PMC shall, as part of its responsibilities in regards to all purchases of materials whether directly purchased byOwneror by EPCContractors, ensure that Purchase Orders contain the following:

• Compliance with the contract and international codes and standards.• Warranty clauses.• Equipment performance guarantees, if applicable.• Owner's right to inspect materials at the Workshops.• Training of Owner's personnel.• Commissioning assistance at the site for rotating equipment and critical control items.• Pre-commissioning spare parts, recommended spare parts list and interchangeability spare parts

list.

• Liquidated damages clauses for late delivery.

2.8 Construction

PMC shall facilítate the timely execution of the Pre-Construction activities which shall include the following:• Assisting in the handover of the relevant locations of the work and resources for utility supply to

the EPC Contractor.

• Assisting in the arrangements for the handover of long lead-time items from Materials SupplyContractors to relevant EPC Contractors at designated lay-down áreas.

• Coordinating on behalf of Owner the selection of áreas for EPC Contractors' establishment oftemporary camp and facilities.

• Using reasonable efforts to assist EPC Contractors and Material Suppliers to obtain Governmententry permits, customsexemption certificatesand all necessary work permitsand licenses.

• Using reasonable efforts to ensure the timely mobilization of EPC Contractors' manpower andequipment.

'/

*•

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SORESCO Contract No SOR-PMC+FEED-11-1007Development of the PMC+FEEDfor Agreement for Engineering and Project Management ServicesThe Moin Refinery Expansión and Modernization Project Page 8 of10

• Using reasonable efforts to ensure the timely arrival of the materials for work at site in accordancewith the agreed schedule of implementation.

PMC shall provide for the complete supervisión, inspection, monitoring and reporting to the Owner of theprogress of the total Project construction activities, including:

• Comment upon and review contractor construction plans, schedules and procedures.• Comment upon contractors' Materials Management Plans• Cost control (where applicable), contractor monitoring and change order administration.• Monitor construction safety requirements.• Review construction progress and status of construction activities.• Accept materials for incorporation into construction of facilities.• Review and verify Mechanical Completion requirements.• As-built drawings verification and submission of final documentation.• Schedule and coordínate with Production Department regarding any requirements of plant

shutdown for tie-ins.

• To review, evalúate, and provide recommendations for Owner approval of any fíeld changesproposed by Contractor.

• Tie-in interface coordination between Owner and various parties.• Environmental Controls

2.9 Pre-commissioning, Commissioning and Test Run

PMC shall assist the Owner and EPC Contractors' representatives in all of the pre-commissioning,commissioning test-run activities, and co-sign the relevant completion certificates, and shall ensure thefollowing:

• Plans and procedures are in place;• Proper interface between the various Bid Packages;• Recommendations are made for the issuance of Provisional Acceptance Certificates (PADs),

including items to be completed (Punch List);• Reports are issued, in respect of the above criteria, and supervise the handover of the facilities by

the EPC Contractors to the Owner.

2.10 Post-Commissioning and Warranty Period

Upon issuance of Provisional Acceptance Certificate(s), PMC shall:

• Verify that all Punch List items are closed;• Monitor the warranties provided and advise Owner;• Recommend issuance of Final Acceptance Certificate(FSCs);• Clear any Liquidated Damages cases;• Handover ofall technical documentation (referred to in 2.7.6 above)• Verify handover of all unused startup spare parts to Owner by the EPC contractor;• Issue Final Close-out Report at the conclusión of the Warranty Period.

2.11 Training

PMC shall monitor vendor training pursuant to Purchase Orders of the EPC Contracts.

Training Plans:

The objective of the Plans is to prepare the staff of the Owner for a smooth take-over of the Project for theirOperation and Maintenance. Henee, PMC will perform the following:-

• Recommend an Organizaron Chart and Job Description for the Management, Operation andMaintenance of the Project.



• Draw up a Training Plan to achieve the stated objectives (the cost of preparing the training plan isincluded in the Estimated Costs; however, cost of actual training, if conducted by PMC shall beon a reimbursable basis).

2.12 Spare Parts, Materials Coding and Warehouses

PMC shall recommend to the Owner and assist in the purchase of a two-year stock of operational spare parts.• Provide a manual and procedures for the spare parts stock locations.• Provide Owner with a "Material Coding" Standard and implement Coding before Start-up.

2.13 HSE

PMC, shall, in consultation with the Company and/or IPMT, to establish a comprehensive Health, Safety andEnvironmental Protection Program for project application.

All procedures of the HSE program should be applied into each contractor's work, especially in commissioningand test-running stage.

Daily monitor works are required for the project execution, such as:• Monitor the subcontractor to develop HSE program based on the Project HSE program for its own

work.

• Review and monitor daily HSE work and report.• Make sure subcontractor has designated HSE team member for project execution.• Make sure professional HSE training will be undertaken by each person who is involved in the

project.• Monitor and ensure that the subcontractor's HSE work is environmentally friendly, and does not

cause harm to the local society.• Manage and monitor the safety activities for the site construction work daily.• Communicate with local society and local authority for HSE application.• Apply an incentive and penalty system for the subcontractors' works.

2.14 Quality

PMC shall establish a comprehensive quality management and quality control procedure for the projectapplication.

All procedures shall be applied into each contractor's work.

Daily monitoring activities shall be required during the project execution phase, such as:• Monitoring the subcontractor to develop a quality program based on the Contract requirement.• Monitoring detailed site quality work• Reviewing site quality report.• Being physically present at the site to monitor key site activities.• Making sure the subcontractor has designated QA/QC team member for project execution.• Assess the subcontractor's professional quality culture for the project execution and make

recommendations for improvement.• Reviewing quality reports and inspection reports and undertaking inspection for key element work

and key equipment and materials.• Along with the subcontractor's inspector, performing shop inspection for key equipment and

materials.

2.15 Schedule of Implementation

MOÍN Refinery Expansión and Modernization Project FSR are in process of PMC-FEED ITB preparation, bidevaluation or contract signature.

/P¿

7'

l





PMC shall provide in its Technical Bid a detailed schedule for activities related to PMC.

PMC shall monitor the progress of the work and make sure each subcontractor's program meets the projectmaster schedule. Weekly and monthly progress should be developed for the project. Issues and suggestedsolutions should be developed to accelerate the progress or make sure that unscheduled delays can be recovered.

PMC shall lead the schedule review meetings on a weekly basis to ensure the coordination between contractorand third party's activities.

2.16 Cost Control and Progress Payment

PMC shall monitor the actual work executed by each contractor against the payments to be made by the IPMTto the respective EPC Contractor. PMC shall also certify to the IPMTthat progress payment invoices accuratelyreflect both completed work and the EPC Contractor's entitlement to payment under the particular EPCContract. PMC shall develop EPC payment procedures under the instruction of IPMT for contractor execution.

2.17 Information and Data Control

PMC shall be responsible for developing information and document management systems and ensuring that allnecessary documents are recorded, distributed, and filed.

PMC shall be responsible for obtaining the necessary documents for the execution of the project.

To optimize the review time for technical documents from vendorsor EPC contractors, the PMC will implementan electronic distribution of documents and with all review comments marked up and Consolidatedelectronically and returned to the originating organization.

Since there are múltiple locations for the project execution, PMC shall recommend and get IPMT approval for acomprehensive information and data management system that will be suitable for information distribution,recording and filing in an efficient manner.

PMC will ensure that relevant project documents from the EPC contractor are available in electronic format forreference or review as applicable in other PMC locations and at IPMT offices. PMC will require EPC contractorto back-up their design documents on a daily basis so the work performed on any given day is not lost for anyelectrical or any other system failure.

2.18 General Coordination

Within one month from the Effective Date of the AGREEMENT, PMC shall develop and provide IPMT with acomplete manual for coordination procedures. PMC shall undertake general coordination among IPMT,Subcontractors and other parties who may be involved in the project execution.

2.19 Authority and Local Society Coordination

PMC shall develop and provide the Owner with a complete manual for authority, customs, and local societycoordination procedures. PMC shall undertake the daily coordination for all authority, local society and CostaRica local related parties who may be involved in the project execution.

2.20 Intellectual Property (IP) Protection

PMC shall develop a comprehensive intellectual property protection procedure for project execution. Allinformation and communication external to the project team shall be properly controlled. PMC shall providetraining to the project staff, as well as the subcontractors' staff, to have IP awareness and to control theinformation on an as-needed basis.


Exhibit A2 FEED SCOPE OF WORK




"5


SORESCO Contract No SOR-PMC+FEED-11-1007Development of the PMC+FEEDfor Agreement for Engineering and Project Management ServicesTheMoin Refinery Expansión and Modernization Project Page 2 of35

INDEX

1. INTRODUCTION 4

1.1 General descriptions 4

1.2 Área definition 8

2. GENERAL REQUIREMENT: 11

2.1 Introduction 12

2.2 Basis of Design 12

2.3 Process Description 12

2.4 Process Flow Diagrams 12

2.5 System Optimization for the Whole Plant 13

2.6 Heat and Mass Balance 13

2.7 Utility and Auxiliary System Flow Schemes 14

2.8 Process Control Philosophy 14

2.9 Utilities 14

2.10Catalyst and Chemicals 14

2.1 lProcess and Instrument Diagrams (P&IDs) 15

2.12Material Selection 15

2.13Equipment List 15

2.14Equipment Specifications 16

2.15PlotPlan 23

2.16Equipment layout 23

2.17Piping and Valves 23

2.18Electrical 24

2.19Telecommunication 25

2.20Instrumentation 25

2.21 Vertical Plan 27

2.22Architecture and structure 27

2.23Water Supply & Drainage 28

2.24Heating, Ventilating and Air Conditioning (HVAC) 28

2.25Laboratory and Analysis 28

2.26Unit specifíc, detailed operating and maintenance guide 29

2.27Project Execution Plan 29

2.28Health, Safety and Environment Plan 29

2.29Level 2 Schedule for EPC phase 29

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SORESCO Contract No. SOR-PMC+FEED-11-1007Development of the PMC+FEED for Agreement for Engineeringand ProjectManagement ServicesTheMoin Refinery Expansión and Modernization Project Page 3 of35

2.30Long Lead ítems and MRs 29

2.31 For process unitswhich utilize 3rd party Licensed Process Technology 29

3. DESIGN BASIS 30

3.1 Feasibility Study Report (FSR) 30

3.2 EIA Report 31

3.3 Soil Investigation and Topographical Survey Report 31

3.4 Ambient Data Report 31

3.5 ComplimentaryRequirement 31

4. IDENTIFICATION OF LONG LEAD ÍTEMS (LLI) 32

5. PROCUREMENT SUPPORT 32

6. HAZOP,HAZID 32

7. PREPARATION OF TECHNICAL PART OF ITB DOCUMENTS 33

8. COST ESTÍMATE 34

9. SUPPORT SERVICES FOR IPMT 34

9.1 Office and Relevant Facilities 34

9.2 Other Costs 35

10. STANDARDS AND CODES 35

A?rv

SORESCO





1. INTRODUCTION

The CONTRACTOR shall, in accordance with intemational petroleum industry standards andpractice, perform the Front-End Engineering Design for the Project. The Scope of Work shallinclude but not limited to as described below.

1.1 General descriptions

SORESCO S.A, a Joint Venture between RECOPE and CNPCI, have been evaluating thefeasibility of the Moin Refinery expansión from 166 m3/h (25,000 barréis per day, BPSD) up to400 m3/h (60,000 barréis per day, BPSD).The Project is sized in a crude processing capacity of 3,000 kt/a (60,000BPSD).Vasconia crude from Colombia and Pennington crude from Nigeria were finalized as designcrude.

Basic Properties for Vasconia Crude

ítem Vasconia Crude (Colombia)

API0 25.20

SG (60 deg F)

(d420 °C)

0.9030

0.8991

Kinematic Viscosity (mm /s, 122 deg F) 18.9

Density(15 °C), kg/1

(20 °C), kg/1

0.9025

0.8991

Pour Point, °C -9

S, wt% 1.030

N, wt% 0.26912

UOP K Factor 11.67

Reid Vapor Pressure, kPa 13.95

Asphaltene, wt% 4.1

Metal, ppm

Ni

V

57.046

115.316

Basic Properties for Pennington Crude

ítem Pennington Crude (Nigeria)


apic

SG (60 deg F)

(d420 °C)

Kinematic Viscosity (mm2/s, 122 deg F)

Density(15°C), kg/1

(20 °C), kg/1

Pouring Point, °C

S, wt%

N, wt%

UOP K Factor

Reid Vapor Pressure, kPa

Asphaltene, wt%

Metal, ppm

Ni

V

33.8

0.8560

0.8520

2.6

0.8556

0.8520

0.111

0.0598

11.58

22.75

4.1

1.670

0.160



Agreement for Engineering and Project Management ServicesPage 5 of35

The refinery configuration will be a Hydrocracker + Coker configuration (Overall Process FlowDiagram are attached).Based on the market analysis, the outputs and specifications for Gasoline, diesel and jet/keroseneas main products are shown in the table below:

Preliminary Product Slate

No Product Description Q'ty (kt/a) Main Specifications

Gasoline 671.9Benzene: ^ 1% , vol

1Including,

RON 95# Gasoline 304.0Aromatics: ^35%, vol

RON 91# Gasoline 367.9S: <30 ppm

2 Jet/Kerosene 353.4 Meet Jet-Al Spec(Issue24-lst October2008)

Cetane number >51, S: < 15 ppm3 Diesel 1586.8

Aromatics ^20%, vol

896^R£ID Vapor Pressure at 37.8°C (kPa) s$1437

4 LPG 42.7 Temperature of fraction at 95% evaporated (°C)< 37.2

Residue volume of fraction by evaporation (cm') <0.5

Flash Point ^72°C5 Fuel Oil 6# 17.2

Kinematics Viscosity ^300 SSF


Sulfur 16.3

Coke 214.7

Pour Point ^25°C

S,%(m/m) ^l.O

Ash contení ^0.2 wt%

Carbón Residue ^20 wt%

Meet GB/T 2449-2006

Meet SH0527-92

WorleyParsonsresoutces & energy



Based on the split of investment princip e, the main engineering facilities and investment split issummarized in following table.

S/N Description Size/Capacity Remarks

kt/a

I Process Unit

1 Existing Process Unit

1.1Atmospheric Distillation Unit 1#

(ADU 1#)1000

1.2 Catalytic Reforming Unit (CRU) 60 To keep

1.3Kerosene Hydrotreating Unit

(KHT)110

1.4 Gas concentration

1.5 Visbreaking Unit (Visbreaker) 230 To keep

1.6Vacuum Distillation Unit 1#

(VDU 1#)60 To keep

2 Grassroots Process Unit

2.1Atmospheric Distillation Unit 2#

(ADU 2#)2,000

2.2Vacuum Distillation Unit 2#

(VDU 2#)1,500

2.3Naphtha Hydrotreating Unit

(NHT)550

2.4Continuous Catalytic Reforming

Unit (CCR)500

2.5 Delayed Coking Unit (De-coker) 700

2.6 Diesel Hydrotreating Unit (DHT) 1,300

2.7 VGO Hydrocracking Unit 900

Ate






2.8H2 Production Unit (including

PSA)25

2.9

Sulfur Recovery Complex

Including: Sour Water StrippingUnit (SWS)

60t/h

Amine Regeneration Unit 200t/h

Sulfur Recovery Unit (SRU) 26

2.10 Dry Gas/LPG Scrubbing Unit 150

2.11 Isomerization 150

3 Logistics System

3.1 Crude Storage Tanks2*50,000m3+5*50,000 m3

2*50,000m3+5*50,000 m3

3.2 Feedstock Storage Tanks 86,000 m3

3.3 Oil Product Storage Tank Some to be constructed

3.4 LPG Storage Tanks Reutilized

3.5 Other Storage Tanks Reutilized

3.6 Solid Transportation Systems

Petcoke

Sulfur

3.7 Fiare Systems

11 Utilities

1 Water Supply/Drainage System

1.1Raw Water Treatment Plant

(Water Supply Pump Station)

1.2Circulation Cooling Water Plant

(CCW)

1.3DM Water Station (includingCondénsate Polishing Station)

1.4Waste Water Treatment Plant

(WWT)

1.5Water Supply/Drainage Pipeline

System

SORESCO






2 Power Supply System Including Emergency Power Supply (EPS) System

3 Steam Systems

4 Air and Nitrogen Systems

III Auxiliary Facilities

l Instruments and Control SystemsNew instruments and control systems will be provided,

and arranged in the existing building

2 Telecom System

3 Central LabNew lab instruments/apparatuses/equipment will be

provided, and lab building will be enlarged

4Mechanical, Electrical and

Instrument Workshop

New equipment will be provided, and workshop buildingwill be enlarged

5 Fire Fighting SystemTo be supported by the existing Fire Station, and more

fire engines are to be provided

6 Warehouses To be supported by the existing warehouses

7 Chemical Warehouse To be supported by the existing chemical warehouse

8 Environment Monitoring Station

9 Administration Building

IV Off-site Facilities

1Water Intake Works and Raw

Water Supply Pipelines

2 Staff Living Quarters

1.2 Área definition

1.2.1 Principie of FEED work scope split• FEED work scope split should be according to investment split between SORESCOand RECOPE.• The Agreement including PMC, RECOPE FEED and SORESCO FEED services shall be signed between

SORESCO and Contractor.

1.2.2 Detail scope of FEED split1.2.2.1 Scope of RECOPE FEED

Work RECOPE





Atmospheric Distillation Unit 1# (ADU 1#)(revamp)

Kerosene Hydrotreating Unit (revamp)

First Loading of catalyst

Substation for Feedstock Tank Farm

Maintenance

Central Lab/Environmental MonitoringStation

Warehouses

Labor Safety and Hygiene

Fire Fighting Garage

Water Intake Works and Pipelines for WaterSources

V

V

V

V

V

V

V

V

V

V

1.2.2.2 Scope of SORESCO

Work SORESCO

Atmospheric Distillation Unit (ADU2#) V

Vacuum Distillation Unit (VDU) V

Naphtha Hydrotreating Unit (NHT) V

Continuous Catalytic Reforming V

Diesel Hydrofming Unit (DHF) V

Hydrocracking Unit V

H2 Production Unit V

PSA V

Sulfur Recovery V

/*£


Sour Water Stripping Unit (SWS)

Solvent Regeneration Unit

Delayed Coking Unit (De-coker)

Dry Gas/LPG Scrubbing

Isomerization

Central Control Room

Logistics Works

Tank Farm for Raw Materials

Feedstock Storage Tank Farm

Product Storage Tank Farm

Gas Holders

Fiares

Coke Storage

Chemical Facilities

Plant-wide Process and Thermal Power

Pipe Network

Boilers

Circulating Cooling Water Plant (CCW)

DM Water Station

Raw Water Treatment Plant

Waste Water Treatment Plant (WWT)

Pump Station for Fire Fighting

Tank for contaminated water and for

emergency

Water Supply/Drainage Pipeline System

V

V

V

V

V

V

V

V

V

V

V

V

V

V

V

V

V

V

V

V

V

V

V



Agreement for Engineering and Project Management ServicesPage 10of 35

/nt A


Substation for Main Incoming Line(34.5kV)

Plant Substation No. A

Plant Substation No. B

Substation for Coker

Substation for Product Tank Farm

Substation for Sulfur Recovery

Grounding Devices for Power Supply,Lighting, Anti-lightning and Anti-staticCurrents

Telecom

Plot Plan and Transportation

Piled Foundation

Auxiliary Production Facilities

Air Separation and Compression

Foam Station

Works for Supporting Services

Administration Buildings

Living Camp

V

V

V

V

V

V

V

V

V

v

V

V

V

V

V

V




2. GENERAL REQUIREMENT:

The typical FEED contains necessary process and mechanical design information to perform thedetailed engineering services of the plant by a reputable experienced contractor, and to provideadequate details for a +/- 10% estímate of the investment.

In addition, the FEED contractor may also perform several other activities during this phase suchas sending requests for proposals for equipment and bulks, performing bid tabulations and evenordering long lead / critical items, etc.

The FEED will typically contain the following documents at least.

/&& ¡yy





Eight (8) hard copies and four (4) electronic copies (including one in native editable format) offinal deliverables of the FEED Design package shall be provided.

2.1 Introduction

A short introduction will be provided

2.2 Basis of Design

This ¡ncludes information from the Design Basis Memorándum (DBM), if available .Thefollowing information shall be provided.• Function and scope of the unit• Feedstocks and their specifications• Process design case(s) and altérnate case(s)• Special operating cases• Plant capacity and turndown• Operational flexibility• Products and their specifications• Specification of raw materials, chemicals, and Utilities• Environmental requirements and conditions• Safety requirements• Process design criteria and requirements• Battery limits conditions• Codes and standards

• General unit information

• Site weather and geological condition• Limitations of Equipment Transportation

2.3 Process Description

A process description in sufficient detail for a clear understanding of the unit operation followingthe PFD will be provided.• Modes of normal operation• Operations of start up and shut down• Special operations• Special facilities• Main operation parameters and basic control methods• Highlight functions of major equipment items

2.4 Process Flow Diagrams

The following information will be shown on the PFD's• Process streams, connecting equipment• ítem numbers and service ñame of all major equipment• Main control loops and instrumentation, necessary for understanding the process• Outlines of columns and vessels indicating number and type of trays, packing, internáis, major

nozzles, feed and product nozzle location


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• Sizes of columns and vessels

• Duties of heat exchangers• Allocation of shell and tube side for heat exchangers• Types, capacities and suction/discharge pressures of pumps and compressors• Stream numbers for major process streams corresponding with the heat and mass balance

(Anchor point temperatures and pressures, Flow rate, for all the key streams, to and fromeach individual major equipment)

• Source of incoming and destination of outgoing streams• Key lines required for start-up and shutdown

2.5 System Optimization for the Whole Plant

• Material balance and optimization• Water balance and optimization• Steam balance and optimization• Electric balance and optimization• Fuel balance and optimization• Hydrogen balance and optimization• Sulfur balance and optimization• Nitrogen balance and optimization• Fiare & Blowdown System design and optimization• Waste effluent summary and optimization

2.6 Heat and Mass Balance

The heat and mass balances for the process streams will be provided as tabulation on the PFD's,showing per stream.• Stream number

• Ñame and phase(s) of fluid(s)• Total mass flow

• Normal operating temperature• Normal operating pressure• Density of fluid at operating conditions• Specifíc gravity of liquid• Molecular weight• Viscosity at operating conditions• Stream composition, ifofessence• UOPK

Note that for mixed phase streams, the vapour and liquid phase will be shown separately.

An overall unit material balance shall be provided for each process design case. This overallbalance shall include all feed streams to the unit and all product streams from the unit. It shallalso include a list of all relevant product (pumparound streams included) properties (includingoperating temperature, pressure, flowrate, operating density, specifíc gravity, molecular weight,operating viscosity, viscosity at two different temperatures and D86 etc.).





2.7 Utility and Auxiliary System Flow Schemes

Utility flow schemes for various Utilities and auxiliary with quantities will be provided.

2.8 Process Control Philosophy

The control philosophy as shown on the Process Flow Diagram (PFDs) and Utility FlowDiagrams (UFDs) shall be described in the process control philosophy (PCP). This document hasto be considered as an integral part of the PFDs (UFDs).

The PCP shall also include a description of emergency control systems required for the unitincluding for emergency shutdown. Control characteristics such as ¡nterlock, emergencyisolation, protective systems, etc. are to be addressed.

2.9 Utilities

This paragraph will provide the estimated consumption and/or production of the followingUtilities at process design conditionse.g.

• Fresh water

• Cooling water• Boiler feed water

• demineralized water (DMW)• Steam at different levéis

• Condénsate

• Blowdown

• Fuel

• Power

• Nitrogen• Instrument air

• Plant air

• Potable water

• Stripped sour water• Hydrogen

2.10 Catalyst and Chemicals

The characteristics and properties of chemicals and catalysts will be given, as well as, initial loadand annual consumption „

"Effluent stream data of waste streams" shall be added

A schedule of plant efíluents and emissions specifying• Compositions• Physical state and conditions



• Quantities

2.11 Process and Instrument Diagrams (P&IDs)

2.11.1 P&IDs for process system• Piping

All process Unes required for star-up, normal, abnormal conditions, maintenance andshutdown operating modes.

All utility and auxiliary lines required for servicing the unit.Special piping fíttings such as valves, spectacle blinds, drains, and vents.Heat tracing and jacketing required by process.Specifíc engineering Requirements necessary for the design such as sampling, sloping of

lines and mínimum straight pipe length etc.Piping with sizes and piping class.

• Instrumentation

All instruments required for start-up, normal, abnormal conditions, and shutdown operatingmodes.

Control loops and instruments required for proper and safe operation.Positions of valves at air failure.

Trip system• Equipment

The equipment on the P&IDs should show the following characteristics in Une with theinformation provided on equipment data sheets.

Outline sketch

Internáis for heaters/vessels/towers

Types of heat exchangersAll nozzles

Equipment elevations

2.11.2 P&IDs for auxiliary and Utilities system

These P&IDs contain the auxiliary and utility systems, as far as those systems include equipment orinstrumentation.

Branch connections, collecting and distribution systems and piping of auxiliary and utility systems areshown.

2.12 Material Selection

• A material selection report and material safety datasheets(MSD) will be provided for FEEDissue P&ID

• A material fabrication report will be provided for FEED issue.• Location of on-stream monitoring probes and inhibitor injection must be specifíed.

2.13 Equipment List

An equipment list will be provided showingat least the following information• Equipment tag number


Service ñame

Size

Material

Main operation and design conditionMajor specificationsQuantityTypeDutyVolume

Dimensión (diameter, tangent to tangent, etc.,)Temperature and pressure at design conditionPower

Head

Drive typeNormal flow rate

Insulation requirementsEstimated weightSpecial remarks, if any

Each piece of equipment is specifíed on the relevant equipment list.




2.14 Equipment Specifications

The equipment data/requisition sheets will be completed to enable preparation of a cost estímateto an accuracy of+/- 10%. The following information will be provided. (The ultímate equipmentmechanical design conditions must be verifíed and confírmed by the detailed engineeringcontractor during the project implementation phase.)

• Columns and Reactors

Operating condition and Physical property (density, viscosity, surface tensión etc.)Fluid properties (including phase, density, etc.)

Process design conditionsMechanical design conditionsMaterials (shell/heads/internals/tracing or jacket/gasket) and corrosión allowanceSketch with dimensión including supports type and location/ height

Internáis type and dimensions (such as sketch of distributor píate, deflection disk, and specialstructures)

Thermal insulation classification

Insulation requirements, if anyRequirements and specification of catalyst, if anyDesign code to be usedLocation and size of nozzles, flange rating and facing (show mandatory locationrequirement from process point of view)

Liquid levéisLiquid-vapor load, fluid characteristics for column internáisVaporand liquid loads of tower tray


SORESCO Contract No SOR-PMC+FEED-11-1007Developmentof the PMC+FEED for Agreement for Engineeringand ProjectManagement ServicesTheMoin Refinery Expansión and Modernization Project Page 17of35

Allowable pressure dropPreliminary wall thickness, estimated weight and corrosión allowance

Number, type, spacing and opening área percent of trays (for columns)Packing and height, if anyCritical design requirementsPressure drop of internáis, if any

Principie details of the critical partsSpecial requirements (stress relieving etc.) for process reasons

Other parameters and requirement, if any

• Vessels

Operating condition and Physical property (density, viscosity, surface tensión etc.)Médium and physical propertyProcess design conditionsMechanical design conditionsMaterials (shell/heads/internals/tracing or jacket/gasket) and corrosión allowanceSketch with dimensión including supports type and location/ height

Internáis type and dimensions (such as sketch of distributor píate, deflection disk, and specialstructures)

Insulation requirements, if anyThermal insulation classifícation

Design code to be usedLocation and size of nozzles, flange rating and facing (show mandatory locationrequirement from process point of view)

Liquid levéisPreliminary wall thickness, estimated weight and corrosión allowance

Critical design requirementsPressure drop of internáis, if any

Principie details of the critical partsSpecial requirements (stress relieving etc.) for process reasons

Other parameters and requirement, if any

Mixers

Operating condition and Physical property (density, viscosity, surface tensión etc.)Process design conditionsMechanical design conditionsMaterials of construction

Size of nozzles, flange rating and facingCorrosión allowance

TypeofmixerVessels sketch

Recommended speedCooling requirementsRecommended type ofdriverMaterials of main components





Requirement for low-noise equipmentRequirement for Inspection & TestRequirement for nozzle positionAvailable code/specifícationElectrical requirements such as área classifícation, etc.Instruments requirementsAuxiliary system requirementsAny other special requirements if any

• Vacuum Equipment - EjectorsOperating condition and Physical property (density, viscosity, surface tensión etc.)Process design conditionsMechanical design conditionsMaterials of construction

Size of nozzles, Flange rating and facingCorrosión allowance

Insulation requirementsAny other special requirements if any

• Filters

Operating condition and Physical property (density, viscosity, surface tensión etc.)Process design conditionsMechanical design conditionsMaterials of construction (including gasket)Typeoffílter

Sketch with preliminary main dimensiónCorrosión allowance

Separation efficiency and ratingFilter área (only if required) and mesh sizeFlow rate

Density and viscosityMax. differential pressureSupport type and locationPressure drop allowedPowder size distribution for bagging filter

Size and orientation of nozzles (show mandatory location requirement from process pointof view)

Performance requirements (Particle size to be removed)Insulation requirementsAny other parameters and special requirements if any

• Unfíred Heat Exchange EquipmentType of heat exchangersOperating and design conditions (including temperature and pressure of inlet and outlet for

both sides)



Process design marginDimensión

Preliminary wall thickness and estimated weightCorrosión allowance

DutyTransfer área

Media stream physical property (including specifíc heat, enthalpy, viscosity, density) andstream flow rate for both sides

Max. operating pressureMax allowable pressure drop for both sidesMechanical design conditionsThermal design, surface área and tube layout, setting plan, heat dutyRecommended tube size and flow layout (such as square pitch)Material of construction and corrosión allowance

Number ofpassesTube size, pitch, arrangement drawing, and sealing stripper location drawing, tie rods

position and numberLocation and size of nozzles, flange rating and facing (show mandatory location requirement

from process point of view)Supports type and locationHeat transfer coefficient for both sides

Sketch with dimensión including baftle spacing and sizeVaporization/condensing curve if required, including flow rate, physical property,

thermodynamic property and critical pressure if there is a phase transition.Design code, classifícation and typeThermal insulation classifícation

Insulation requirementsWall temperature for tube and shellFouling coefficientType, amount, cut and layout of cross baffleParticular details if required for process reasonsOther parameters and special requirements, if any

This section contains physical properties, e.g., characterization (K) factor, specifíc heat, thermalconductivity, latent heat, specifíc gravity, molecular weight, degrees API, viscosities at twodifferent temperatures, the quantities of water, overall coefficient, shell and tube coefficients,pressure drop, médium velocity and fouling factors etc.

• Air coolers

Operating conditionProcess design marginProcess design conditionsMechanical design conditionsMaterials of construction

Thermal design and surface área, heat dutyType ofdrive, number of motors and rated HP





Corrosión allowance

Insulation requirementsAny other special requirements if any

This section contains physical properties, e.g., characterization (K) factor, specifíc heat, thermalconductivity, latent heat, specifíc gravity, molecular weight, degrees API, viscosities at twodifferent temperatures, the quantities of water, overall coefficient, shell and tube coefficients,pressure drop, médium velocity and fouling factors etc.

• Furnaces

Type of furnaceTotal heat dutyDuty radiant cell(s) onlyTemperature at radiant section, convection section, stack and key point.Quantity of flue gas and combustión airDuty convection bank or waste heat boilerConstruction of coils in radiant cells and/or convection banks

Coi l construction of waste heat boiler (if applicable)Heating surface installed in each radiant cellHeating surface in convection bankTube diameter, wall thickness and effective length

Tube material

Number of radiant cells and number of compartments for allAir preheater required (if required)

- TypeSurface área

Forced-draft fan, induced -draft fan(if applicable):Capacity and differential headFor detail requirements, refer to "Compressors/Blowers, Fans, excluding drivers".

The área of air ducts and flue gas ductGenerally, give the furnace data sheet, burner data sheet, fan data sheet, sootblower data

sheet, air preheater data sheet, feed property based on API 560.Give each furnace engineering quantity in detail with the unit price and the total priceGive the general drawings & coils drawings and APH (Air Pre-Heater) layout drawing for

each furnace if furnace combined.

Give the RFQ of heater EPC.General Arrangement Drawings showing major dimensions in plan and elevation of the

furnace structure,Structural Steel Engineering/Design Drawings for the furnace fire boxes and supporting

structure, stacks, ductwork, stair towers, and interconnecting platforms between furnacesRefractory Lining Basic Design Drawings indicating the general arrangement of refractory

lining with specifíc details and standards to enable preparation of fabrication drawings and carryout fabrication of refractory materials

• Pumps, excluding Drivers



Data sheets will indícate:

Process operation and design conditions including temperature suction and dischargepressure, NPSHa, flow rate, fluid properties and compositions.

Mechanical design conditionsEstimated power requirements (efficiency, shaft power, driver power)Type of pump - centrifugal/positive displacement, etcRecommended speedCooling requirementsRecommended type ofdriverMaterials of main components (material of casing and internáis)Requirement for low-noise equipmentRequirement for Inspection & TestMedia property, inlet & outlet pressure, Head, NPSHNPSHa, Requirement for the margin of NPSHa-NPSHrRequirement for nozzle position (such as end/top, top/top)Available code/specifícation (such as API pump, ASME pump)Electrical requirements such as área classifícation, etc.Instruments and electrical requirementsAuxiliary system requirementsOther special requirements.

The seal system and flushing plan, to be used for the pumps, is a critical item and shall thereforebe carefully designed during FEED preparation

• Compressors/Blowers, Fan, Excluding DriversData sheets will indícate:

Type of compressor reciprocating/centrifugal/screw/blowerProcess operation and design conditions including temperature suction and discharge

pressure, flow rate, fluid properties and compositions.Mechanical design conditionsGas composition and properties, inlet and outlet pressures, capacityAtmospheric/boosterEstimated insta!led horsepower, shaft powerRecommended speedRecommended type of driverMaterials of main componentsRequirement for low-noise equipmentRequirement for Inspection & TestRequirement for performance curveRecommendation for anti-surge loopRequirement for nozzle position (such as down/up)Specifícation for coupling, lube oil consolé (specifíed pump type/no, cooler type if air

cooler)Requirement for compressor control systemAvailable code/specifícation (such as API, GB/JB etc)


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Electrical Requirements such as área classifícation, etcInstruments requirementsMechanical requirementsAuxiliary system requirementsShaft seal, each stage temperatureSpecial requirements for process or operation reasons

The seal system, to be used, is a critical item and shall be carefülly designed during FEEDpreparation

Drivers (General for Pumps and Compressors and BlowersType of drivers: Electric motor, steam turbine, etc.Estimated powerGearbox requiredType of couplingRequirement for Inspection & TestAvailable code/specifícation (such as API, IEC, GB/JB etc)Electric motor data/requisition sheet will indícate:

High tension/low tensión, kill's, voltage/speed, IEC explosión proof.Vertical/horizontal/foot/flange.Variable speed control.Driver to be of low-noise type.Instruments requirementsOther specifíc job Requirement

Steam turbine data/requisition sheet will indícate:Inlet steam conditions.

Back pressure or condensing pressure (air cooled).Driver to be of low-noise type.Mechanical design conditions.Materials of main components.The governor & TT valve requirements (such as WOODWAR 505E, protech 203,

ITCC etc.).Specifícation for surface condenser, gland condenser, air ejector and condensing

pump with driver.Electrical requirementsInstruments requirementsRequirements for lube & control oil systemOther specifíc job Requirement

Package unitThe specifications will provide the process duty specifícation required to enable the supplier todesign the package unit.





2.15 PlotPlan

• Site developmentThe site shall be developed and graded to match with adjoining existing plants andprevent storm water flooding in the vicinity.

• Industry securityFence and gate shall be designed and provided if necessary.

• Plant general layout and Arrangement drawings• Unit general plot plan indicating

Battery limitPosition of each piece of equipment on the allocated plotLocation of pipe rackPlant north

Área dimensión

Plant roads

PavingStorm water ditch (if necessary)Coordinates of building and structuresElevation of major control pointEquipment and steel structure layoutPosition and elevation of structures

2.16 Equipment layout

Plan view and elevation view of the equipment in each process unitMain dimensión between building and structure and equipmentAll equipment item No.The main instrument and cable routingsHeight of pipe rack and distance between roads should be also indicated in the Detail

drawingThe lifting space of main equipment for maintenance, erection openings, and special

hoisting and lifting devicesMain platformsDitch (Trench)Road, Curbs and SlabsPavingSumpMain Escape WaysFiare radiation contour

Traffic signal board

2.17 Piping and Valves

• Pipe class specifícationInsulation SpecifícationStress analysis Specifícation


SORESCO Contract No SOR-PMC+FEED-11-1007Development of the PMC+FEED for Agreement for Engineering and Project Management ServicesThe Moin Refinery Expansión and Modernization Project Page 24 of35

Painting SpecifícationA pipe class specifícation covering all process and utility piping in the unit, indicating the

general requirement for material selection, standards and codes, abbreviation, index of pipeclasses, branch table, reducing table. Including médium, design temperature, design pressure,corrosión allowable, piping, fítting, flange, valve, gasket, etc. specifícation and its NPD classrating, material, end preparation, wall thickness, commodity code, standard etc.

For valves, trim material and structure shall be included• Valves Specifícation

For all valves (gate valve, globe valve, check valve, ball valve, needle valve, butterflyvalve etc.)

Including valve item code, valve type, pipe class, NPD, rating, Max. Temperature, endpreparation, trims and body material, standards etc.

Indícate the requirement for the valve design, inspection, shipping, extensión stemdimensión, abbreviation, special requirement if necessary etc.

Including safety valve, rupture disk, breathing valve, sight glass, flame-arrester, specialvalve, damper, strainer, static mixer, rotary valve metallic hose, expansión joint, transfer valve,sliding valve, steam trap, etc.

Including the process information, NPS (DN). Rating, connection type, material, standards,Data Sheet etCo Supply the typical drawings if necessary.

• Piping data sheetsShowing line number, médium, status, start and end point, PID no., diameter and class of

pipes, design conditions, operation conditions (including different cases), insulation, testingmédium & pressure, flush médium, steam tracing, extreme condition PWHT etc.• Stress analysis

Stress analysis (for all critical lines in preliminary piping layout):Static stress analysisDynamic stress analysisA piping flexibility design criteria and a critical lines list should be supplied.

• Nozzle orientation

4" and above process nozzles6" and above for all utility nozzles

• Piping materials list Including the quantity and weight for pipe, valve, fítting, etc. (based on P&ID)

• Pipe supportsGeneral specifícation and standard DrawingSpecial pipe support (as indicated in stress analysis results)

• Tie-in points of piping at B.L., including location and elevation, rating, and connection type.• 3D model of6"and above

• MTO's

Including the quantity and weight for pipe, valve, fítting, piping accessories etc.• Special piping items process data sheet

2.18 Electrical

• Electrical general design criteria and design guide.





List of electrical load summaries (including calculation of voltage drop guideline (includingre-starting) for large load).

Electrical consumer list.

Motor list.(should remark VVVF motor & emergency load)Electrical single-line diagram.Electrical área classifícation.

List of source of emission.

Hazardous área classifícation and Schedule of hazardous classifícation data.

Motor typical control schemes.Unit main cable route layout.Unit cable trays layoutUnit lightning &grounding layout.Preliminary substation arrangementSubstation LayoutMain electrical equipment specifícation and data sheets (to be issued for MR)Electrical Load analysis and power balanceLoad flow calculation

Motor starting calculationShort circuit calculation

Grounding calculationElectrical equipment listElectrical MTO

2.19 Telecommunication

• Generic Cabling system• Radio System• Telecommunication system user list• Telecommunication system diagram

2.20 Instrumentation

• Cause and Effect Diagram• List of gas detectors• General instrumentation design criteria for all types of instruments, including instrument and

control design criteria and instrument selection criteria etc. As shown below.List ofApplicable codes and standardsInstrument for measurement and control

Instrument selection in hazardous áreas

Major material selection criteriaInstrument air and electric power supply and groundingHook upInstrument protectionInstrument cablingInstrument electrical interface


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Field auxiliary room design criteriaControl and safeguarding system

Safety Integrity Level (SIL) classifícationSurge protective designList of interlocks and shutdown

• Calculation and sizing the instrument utility consumption.The contení should include instrument power supply load estimation, instrument air supply

load estimation, and stream tracing load estimation.• Instrument index and instrument data sheets by INtools.

The contents of instrument index include all loop number, tag number, service, instrumenttype, signal type, quantity, location, P&ID number, pipe/equipment number, etc.

Instrument data sheets including tag number, process data and instrument data.• Calculation data sheets

The contents should include below items as mínimum.

Orífice píateControl valve

Relief valve

Flow meters

• Technical specifications of control and safeguarding systemThe contents should include below items as mínimum.

System general requirementsSystem hardware requirementsSystem software requirementsSystem architecture drawingsI/O summary list

• Instrument and control system signal block diagramIt should present the concept of connection between all control and safeguarding system

(including package equipment) and all type of signáis.• Instrument auxiliary systems specifícation, P&ID and equipment data sheets, such as

instrument flushing system.• The critical/complex control loops description• Logic diagrams or SAMA diagrams

Logic diagram with literal explanation• Instrument power supply diagrams

Concept drawings for this project (typical drawings).• Instrument grounding system diagrams

Concept drawings for this project (typical drawings).• Cable tray layout drawings

Drawings should present the routes of main cable tray, and preliminary dimensions.Main cable tray layout drawings

• Technical specifícation of analyzer system and analyzers.The contents should include below items as mínimum.

General requirementsHardware requirements

• Instrument loop diagrams


SORESCO Contract No. SOR-PMC+FEED-11-1007Development of the PMC+FEED for Agreement for Engineering and Project Management ServicesThe Moin Refinery Expansión and Modernization Project Page 27 of35

Single Une diagrams• Alarm and trip set point summary list• Instrument MTO

• Safety Valve Data SheetsRelief loads shall be provided on individual safety valve data sheets with physical characteristicsand relief conditions for each general and single emergency case, i.e.

Cooling water failure.General electrical power failure.Single failure.Start-up.Normal shutdown.

Emergency shutdown.The individual safety valve data sheets will also indícate design conditions, such as set pressure,flow quantities at the relief cases, temperature, pressure, state and type of liquid or gas beingdischarged and physical properties. Relief valve sizing may or may not be done in this phase.

2.21 Vertical Plan

The schemes should be shown:

• Top ground level of units.• Ground level of key points.• Direction for storm water discharging.• Level of road top.

2.22 Architecture and structure

• The description of architecture shall include the following contents: Design basis; workingscope; the requirements of the function and process, floor space, height and structure typeof the main buildings; the technical measures of fire proofíng, water proofíng, blastresistance, explosión protection, corrosión protection and energy saving; the mainbuildings list.

• The main buildings list shall show the production category, fíre-resistant class, floor área(gross and every floor), structure type, foundation type, fender structure, roof, door andwindow

• The specification of architecture shall include the following contents: Material selection andtechnical requirements of the main members (like wall, heat insulator, door, windows, etc.)and decoration (wall, floor and ceiling); the specifícation of fire proofíng, blast resistanceand explosión protection; the main codes and standards applied to the project.

• The description of structure shall include the following contents: Design basis; working scope;the natural conditions; the material (shape steel, rebar, welding rod, concrete, cement, etc.);the main structures list.

• The main structures list shall show the earthquake resistant category, structure type,foundation type, ground treatment.

• The specification of structure shall include the following contents: The design life of thebuildings and structures; earthquake intensity; earthquake resistant category; seismic grade;


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the buildings environmental category; the scheme of foundation and ground treatment; thetype of structure; the design method and technical requirements of blast resistance; thetechnical measures of fire proofíng, corrosión protection and anti-vibration; the main codesand standards applied to the project.

• The drawings shall include the plan layout, elevation and section of the main buildings andstructures. They shall show:

- The arrangement of column grid, the location of the temperature expansión joints, settlementjoints, seismic joints and vertical supports;

The arrangement of the main beams and columns and the dimensión of the control crosssection of the beams and columns;

The plan layout and details of the foundations.• The material list shall show the estimated quantity of the concrete, cement, rebar and shape

steel.

2.23 Water Supply & Drainage

• Engineering Specifications• Plan Layout Drawing of Water Supply & Drainage Pipeline (Including rain drainage).• Plan Layout Drawing of Fire Fighting Pipeline (Including the layout plan of the portable

extinguísher).• PID and layout plan for fire water sprinkler system protecting high equipment.• Except as described in item 2.11.2, P&IDs should be provided for: Industrial water

distribution; cooling water distribution; fire water distribution; waste water collection;storm water collection.

• Material take off

• Equipment layouts for Cooling water plant, Demineralized water plant, raw water treatmentplant, pump stations, storm water pond, emergency impounding basin.

2.24 Heating, Ventilating and Air Conditioning (HVAC)

• The design description of HVAC shall include:- Cooling/Heating System description

- The HVAC System description

- List the characteristic table respectively per the heating, ventilating and air conditioning.

• HVAC design specifícation• Consumption of Utilities and energy• The list of HVAC equipment• Material list

2.25 Laboratory and Analysis

• The design description shall include:

- The responsibihty of the laboratory

- The selection principie of the analysis instruments,

/Sty.V),



- The composition, arrangement feature, scale and gross floor área of the analyzer.

- The requirements for the heating, ventilating and air conditioning by the laboratory.

The requirements on specifícation and consumption of the water, power service and gas

necessary for the laboratory.

• Table of the analysis items

• Table of the analysis instruments

• Specifícation description of the main analysis instruments

• Plot the plan layout of the laboratory with the ventilating chamber and the table for the

analysis instruments.

2.26 Unit specifíc, detailed operating and maintenance guide

A unit specifíc, detailed operating and maintenance guide shall be prepared. This guide shallinclude start-up, normal operation, normal shutdown and emergency procedures, operatingtemperatures and pressures, analytical procedures, sample point list, frequency of measurements,measuring method and safety range, Specifícation of Laboratory equipments, safety informationand a description of the normal process operating practices including instruments & controls.Unit specifíc maintenance instructions are also to be included with emphasis on specializedmaintenance activities. Material Safety Data Sheet of the relevant fluid in the unit.

2.27 Project Execution Plan

2.28 Health, Safety and Environment Plan

2.29 Level 2 Schedule for EPC phase

2.30 Long Lead ítems and MRs.

2.31 For process units which utilize 3rd party Licensed Process Technology

Contractor shall assist with Owner for selection of Licensor and technical negotiation withLicensor. Licensor provides a Process Design Package (PDP) for owner which will be the designbasis for the FEED package.The CONTRACTOR shall prepare the technical part of ITB documents for Licensor.The CONTRACTOR shall prepare the Design basis for Licensor.For process units which utilize 3rd party Licensed Process Technology, the Licensor package willbe provided to Contractor with following deliverables.

• Basis of Design (BOD)

• Process Description

• Process Flow Diagrams (PFDs)

• Heat and Material Balances (H&MB)

• Piping and Instrument Diagrams (P&IDs)





• Equipment List (EL)

• Equipment Data Sheets (DS)

• Battery Limit Schedule (BLS)

• on-line Instrument Data Sheets

• Specifícation of instruments

• Performance guarantees

• Catalyst and Chemicals Summaries

• Any Special input for detailed design (where not included in the above dehverables)

• Contractor is required to valídate (check for consistency and completeness) the licensor packageto assure that the documents provided is a good basis for detailed design.

• Contractor should provide a formal report after validation. All discrepancies found need to berecorded.

• Hydraulics calculations may also need to be confirmed where appropriate.

• Design validation also includes confírmation that the customer's Engineering Standards werefollowed by the licensor.

• Once Licensor Package validation completed, below two dehverables need to be provided,

• A master, checked set of licensor package documents

• A report on all inconsistencies foundAfter Customer review of the inconsistency report, a clarifícation meeting will be held byCustomer to resolve the inconsistencies. The affected documents should then be updated uponresolution of the inconsistencies.

If Contractor, during its following engineering development works, needs to make modifícations toLicensor Package design, Customer's consent shall be obtained in advance.After Licensor's design is integrated into Contractor's technical dehverables, Contractor takes theownership.

3. DESIGN BASIS

Intégrate Project Management Team (IPMT) shall ensure all of the following information and reportsbe made available to the CONTRACTOR in a timely manner.

3.1 Feasibility Study Report (FSR)

• The FSR developed by OWNER in 2011 is the foundation of the project development. Thedesign of the FEED shall be done based on FSR.

• The CONTRACTOR shall carefülly review and study FSR, adopt proven know-how andadvanced technology to develop process case studies to seek the best technical approachesleading to the most reliable processes and cost effective solutions for the processing systems andutility systems to meet the integrated requirements in FEED.

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WorleyParsonsresources 8. energy

SORJlSCO Contract No SOR-PMC+FEED-11-1007Development of the PMC+FEED for Agreement for Engineering and Project Management ServicesThe Moin Refinery Expansión and Modernization Project Page 31 of35

• And IPMT approval of any change, optimization or advice made by CONTRACTOR to FSRshall not reléase CONTRACTOR'S liability of guarantee for the reliability and compliance of thedesign to the project objectives in respects of safety, environmental protection, economics,quality, function and all other requirements as stated in the FEED Contract.

3.2 El A Report

• The CONTRACTOR shall understand and abide by Costa Rica environmental protectionregulations and associated local statutory requirements to develop the FEED primarily. Theintemational common practices and criteria on environmental protection widely accepted in thepetroleum industry shall also apply to the design.

• The IPMT will provide the approved EIAReport to the CONTRACTOR.

• The CONTRACTOR shall, in accordance with the requirements in the approved EIA Report,ensure and verify that the FEED conforms to the statutory regulations.

3.3 Soil Investigation and Topographical Survey Report

• In support of the CONTRACTOR to develop the design of plant layout, civil and structural work,the IPMT shall provide the Soil Investigation and Topographical Survey Reports for theSORESCO Plant site, to support CONTRACTOR.

3.4 Ambient Data Report

• The IPMT shall, provide the CONTRACTOR with the Ambient Data Report that will show theupdated ambient data including meteorológica!, hydrographical and other site ambient datanecessary for the CONTRACTOR to carry out the FEED.

3.5 Complimentary Requirement

• The Contractor shall start its work by optimizing the case 10 of the FSR, attached in Part V.

• The Contractor shall run with a recognized and accepted LP software the case 10 in order tooptimize results following the best engineering practice (RPMS or PIMS or similar).

• The results of the LP run will be used to get product specifications, financial indexes andCAPEX. This means CONTRACTOR will try to valídate the results obtained for the Case 10,particularly concerning the estimated investment (CAPEX) including the breakdown cost forevery unit, as well as the information sources used to calcúlate the CAPEX, the IRR, theSensitivity and the Risk Analysis. Additionally, the model built by CONTRACTOR will haveto be run with two different crudes, one from Brazil (RONCADOR) and one from Venezuela(Leona), the information about this crudes will be supplied by RECOPE.

• The Contractor shall send a Results Report of the above point to SORESCO.

• As part of the FEED the Contractor will make a list of the suitable and recommended processtechnologies in the market and give advice in this matter.

• The CONTRACTOR must supply a +/- 10% estímate cost for the project, this deliverable willbe prepared and submitted to SORESCO prior to the opening of the EPC proposals.


SO RISCO Contract No. SOR-PMC+FEED-11-1007Development ofthe PMC+FEED for Agreement for Engineering and Project Management ServicesThe Moin Refinery Expansión and Modernization Project Page 32 of 35

• As a part of the Scope of Work in the FEED, the Contractor shall supply the informationconcerning the fínal conceptual engineering, mass balance, energy balance and operatingconditions for the process units, auxiliary facilities and other support facilities.

• The FEED shall optimize the selected process technologies.

• The cost of REVAMP FEED has to be converted into Lump Sum by CONTRACTOR by the endof the 3rd of the seven months period that will take the REVAMP FEED.

• SORESCO will coordínate the PMC+FEED contractor to do the study and analysis as for palmoil and then submit a report according to the RECOPE's detailed data. Whether theimplementation decisión shall be taken ornot is based on results ofthe report. The cost resultingfrom this study shall be paid on the reimbursement basis by RECOPE.

4. IDENTIFICATION OF LONG LEAD ÍTEMS (LLI)

• In order to kick off procurement in due course as required by the overall project schedule, theCONTRACTOR shall utilize its own experience and necessary market surveys to identify theLLI during the FEED.

• The CONTRACTOR shall, utilize but not limited to, the IPMT proposed Long Lead ítems, toidentify the battery limits of long lead items and critical equipment / materials.

• The CONTRACTOR shall, consult the IPMT and also take into account all market factors, toprepare the LLI Priority List upon availability ofthe PFD ofProcess Systems and UFD ofUtilitySystems, that enables the IPMT to establish a proper procurement plan and to ensure timelydelivery ofthe critical equipment / materials to the site per the project schedule.

• Based on the IPMT LLI procurement plan, the CONTRACTOR shall prepare completespecifications and data sheets for each Long Lead ítem as early as possible.

5. PROCUREMENT SUPPORT

The CONTRACTOR shall recommend an overall preferred Vendors List of the various equipmentsthat may be ordered for use in the Project. Such list shall be included in the bid document andsubmitted to the IPMT for approval. The CONTRACTOR will be the technical sponsor for theIPMT procurement performance evaluation as needed. The CONTRACTOR will support the IPMTas follows:

• To provide the datasheets, specifications and technical requirement of Long Lead ítems andcritical equipment for the IPMT to place P.Os to meet or beat the project schedule.

• To clarify the datasheets, specifications and technical requirements to suppliers as required whendoubt or questions arise during procurement inquiry and quotes.

• To verify, evalúate, and resolve any problems or variations of technical parameters ordeviationsfrom specifications ofthe equipment that is specifíed by the CONTRACTOR.

• To review suppliers' key drawings of long lead items per the IPMT request. To obtain andconsolídate all pertinent discipline comments in a focused manner.


SORESCO Contract No. SOR-PMC+FEED-11-1007Development ofthePMC+FEED for Agreement for Engineering and Project Management ServicesThe Moin Refinery Expansión and Modernization Project : Page 33 of 356. HAZOP, HAZID

• The CONTRACTOR shall carry out HAZID, HAZOP and Project Technical Reviews (PTR)regularly during the FEED.

• The CONTRACTOR shall conduct at least two (2) HAZID reviews during the FEED.

• The CONTRACTOR shall conduct at least one (1) HAZOP review during the FEED.

• TheCONTRACTOR shall play a lead role in HAZOP Review performed during the FEED.

• The CONTRACTOR will convoke and chair the HAZOP Review meetings and ensure theagreed items per the review are incorporated into the FEED and ITB of EPC packages.

• The CONTRACTOR shall define the objectives of the HAZOP Review meetings; identify thequalified attendees, the methodology, the needs and responsibihty for documenting the minutesof HAZOP review meetings and the resolutions of all HAZOP comments.

• The CONTRACTOR shall send HAZOP Review Meetings Agenda to the attendees from theIPMT representatives at least ten (10)days before the meeting.

• The CONTRACTOR shall send the HAZOP Review and HAZID reports to the IPMT, beforeIPMT or Government formal audit.

• HAZOP OBJECTIVE

• The main objectives of the HAZOP study are as follows :- To identify undesirable consequences of deviations from normal process or operatingconditions in a systematic manner, addressing human factors in addition to consideration ofhardware related events.- To evalúate adequacy of proposed safety design and instrumentation to prevent or minimizeconsequences.

- To identify further controls to prevent or minimize consequences if necessary.• HAZOP Methodology:

- Identify a section (node)of the process on the P&ID.- Define the design intendand normal operating condition of this section.- Identify a deviation from design intend oroperating condition by applying guide-words.- Identify possible causes for, and consequences of, the deviation. Adeviation can be considered" meaningful" if it has a credible cause and can result in harmful consequences. The

consequences areevaluated without considering the installed safeguards.- Identify the safeguards existing in the design.- Confírm the compatibility between consequences and existing safeguarding, and recommendadditional safeguard if required.- Record the discussion in HAZOP worksheets

• Project Technical ReviewsSafety reviewfor escape routes, safety facilitiesGeneral Plot Plan review

- Design review mainly focus on Basis of Design, P&IDs review


3D model reviews

- Constructability / heavy lifting review




7. PREPARATION OF TECHNICAL PART OF ITB DOCUMENTS

• The CONTRACTOR shall prepare the technical part of ITB documents for EPC packages inaccordance with the IPMT EPC subcontracting strategy which will be fínalized during the FEEDperiod.

• As a cost breakdown item, the CONTRACTOR shall include in its lump sum Price Offer a fíxedprice for above-mentioned services. The said Price shall be calculated based on man/hour unitrate.

8. COST ESTÍMATE

• As part of the Scope of Work of the FEED, the CONTRACTOR shall develop the capital costestímate, including but not limited to the cost associated with all activities related to projectmanagement, detail engineering, procurement, fabrication, construction, modifícation,instaliation, commissioning, and startup etc. The contents of the cost estímate shall comprise, butnot limited to, man-hours cost, equipment and material procurement cost, fabrication cost,construction and instaliation cost, various insurance fees and taxes, other indirect and indirectcosts, contingency and escalation allowance, etc.

• Cost estímate shall be prepared based on the FEED effort and project procurement/contractingstrategy. The CONTRACTOR shall ensure that the cost estímate for materials, equipment andman-hours for construction at a reasonably accurate level based on its market study, etc. Sincesome works items may be lacking of firm price information, the CONTRACTOR shall provideestímate based on the histórica! cost data based on experience to account for the estímate. TheCONTRACTOR shall clearly identify all such items and state the basis of estimates in a footnote.

Miscellaneous costs, indirect costs, and the contingency shall be included in the cost estimation.Escalation and inflation shall match the project milestones.

The cost estímate shall be split into individual equipment or skid mounted equipment and shallbe summarized for each functional unit.

Currency of the cost estímate shall be US dollar.

The CONTRACTOR shall keep all documentation related to cost ¡nquiries as backup forsupporting the IPMT procurement activities.

For the purpose of the BID evaluation, in the tender document each Bidder is requested toprovide a typical cost estímateexample based on the FEEDofa recently completed project.

9. SUPPORT SERVICES FOR IPMT

During the FEED phase, the IPMT may desígnate representative(s) to reside at Contractor's taskforcé office to coordínate the design work.The CONTRACTOR shall provide office space and the facility access for the IPMTrepresentadve(s) residency in the CONTRACTOR'S engineering and design offices with the

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following conditions:

9.1 Office and Relevant Facilities

An office room that is exclusive from the CONTRACTOR staff.

• The offices shall be furnished with all necessary fumiture to accommodate the number of IPMTrepresentatives. The furniture also includes meeting tables, visitors' chairs, and lockable fílingcabinets.

• The office room shall be equipped with telephones, fax machine, printer and internet connections.

9.2 Other Costs

• Assist the IPMT representatives with living accommodations arrangement and communicationsystems establishment.

10. STANDARDS AND CODES

The Contractor may adopt technology, standards and appropriate, state-of-the-art design Chínese codes andstandards, equivalent to intemational codes and standards, and when relevant, to Costa Rican codes andstandards of mandatory application.



Contract No. SOR-PMC+FEED-11-1007Agreement for Engineering and Project Management Services

Page 1 of41

Exhibit B - RECOPE Revamp FEED Execution Plan

1 RECOPE Revamp FEED Engineering Execution PlanThis RECOPE Revamp FEED Execution Plan has been developed to suit the needs of theMoin Refinery Expansión and Modernization Project. The Project will use the well estab-lished WorleyParsons Enterprise Management Systems to perform this work. This workprocess will beadapted to match up with FEED Scope of Work. These are the same workprocesses weare successfully employing for all clients, especially where we have múltipleproject multi-site programs.

In Section 8.9 of this RECOPE RevampFEED Execution plan the FEED Schedule Level 2is presented to show major RECOPE Revamp FEED activities, PFD completion, P&IDcompletion, plant layout completion, long lead procurement, and many other RECOPE Revamp FEED activities.

From lessons learned on other recent projects, which were FEED contracts, WorleyParsons

will expedite:

• Early development of Project Specifications to meet discipline engineering requirements

• Early completion of development of the Linear Program to confírm the overall Material Balances and unit capacities.

• Early start of the process modeling

• Realistic schedule for Expenditure Request Approval Phase to achieve the requested

Quality for the EPC Phase

• Early preparation of Project Execution Administrative Procedure (PEAP) and agreedas early as possible

• Interface requirements between all workáreas to be addressed during the early stageofthe project

A series of early reviews will be planned to:

• Reviewthe Feasibility Study Report (FSR) and RECOPE provided information

• Review and challenge all designs

• Complete scope evaluations and studies to date

• Find methods to enhance project economics

• Start piping specifications

• Conduct valué engineering assessments

SORESCO

WorleyParsons•esources & energy




• Conduct risk analysis and plans to mitígate the risks

• Conduct preliminary hazard analysis

• Ensure that work conforms to project procedures

• Valídate engineering procedures

• Constructability reviews

During the first two weeks of the project, Engineering Reviews of FSR are planned to en

able the team to become familiar with the processing concepts and to establish a solid un

derstanding of the technical basis of the designs. These up-front reviews afford an oppor-

tunity to identify and recommend potential changes to the design to realize capital, operat

ing and maintenance cost savings, enhanced operability and maintainability, and to correct

possible errors. We envision that these reviews are conducted in cióse coordination with

RECOPE to assure that we are fully cognizant of all important considerations that form the

basis of the design. Subsequently, we will finalize the design basis, unit capacities and as-

sumptions. We also plan to start workingon the Scope Evaluations to complete the identi-fied studies as early as possible.

Engineering Approach

The Engineering Manager is responsible to the Revamp Project Manager for the engineer

ing design of the PROJECT. Reporting to the Engineering Manager are the lead engineers

of each of the engineering disciplines.

Process Engineering

The process engineering team will be responsible for managing and developing all process

engineering FEED dehverables for the Moin Refinery. We will utilize as much know howand similar designs as we can to expedite the start of the project. We will draw on the workdone in the FSR and use the dehverables developed as the starting point for the FEED

phase. Process engineering activities will cover all the Brownfield work áreas. For FEED,

we anticípate three reviews, namely an in-house review, process safety review and a design

review.

Process Engineering Team Organization

The process engineering team will be organized into Project Management Teams. Overall

coordination will be by the Process Manager. We will have several lead engineers manag

ing groups of related units including the licensed units as follows:

• Atmospheric Distillation Unit

• Vacuum Distillation Unit

• Catalytic Reforming Unit

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Agreement for Engineeringand ProjectManagement ServicesPage 3of41

• Kerosene Hydrotreater Unit

• Visbreaking Unit

• Vacuum Distillation Unit #1

• Utility and Offsite Systems

• Tank farm and Interconnecting Pipelines

Our leadership team will have experienced engineers in distillation and gas processing, hydrotreating, as well as offsites and utility systems.

Experienced Lead process engineers familiar with FEED design practices will be assignedto each unit, and will be supported by theappropriate numbers of process engineers neededto complete the design activities and further development of the FEED package. Teamalignment with RECOPE will be achieved by the early completion of the project plans andschedules. In parallel the team leadership will complete thedesign basis and design criteriadocuments that will serve as the guidelines for the process designof the refinery.

The team will conduct weekly progress review meetings, which will review tasks, identifygoals and responsibilities and completion dates for the next week. Completion of all theScope Evaluations and the design basis and design criteria documents at an early stage isconsidered a keyactivity that is on the critical path for completion of the FEED.

Scope Evaluation

WorleyParsons recognizes the importance of completing the scope and study evaluations asearly as possible. As such we have assigned the responsibihty of completing the scopestudies by Select Specialist engineers. Our Select Specialists are highly experienced engineers in Front End Engineering covering all engineering disciplines. We can mobilize thisteam at any time as needed. Thefollowing Scope Evaluations will beconsidered:

• Utility Water requirements to confirm actual needs and reconsidering use of recycledwater

• Preliminary Hazard Assessment and implementation of the results on the project

• Review of cost saving opportunities as follows:

- Interface betweenthe existingMoin Refinery systemsand Greenfield locations

Overview of Process Engineering Activities

The progress of the process engineering FEED dehverables will proceed according to theproject plan developed and completed during the early stages ofthe project.

We anticípate having the following key stages:

• Complete and finalize the overall process configuration, identify unit capacities and

SORESCO





feed qualities to each unit of the units and finalize intermedíate and product tankagerequirements.

• Complete and issue approved design basis identifying plant throughput, units, capaci-ties and product specifications, as well as utility systems.

• Complete and issue the process design criteria document that describes the design criteria for all the equipment and utility systems including meteorological data and siteconditions and defines the economic criteria for study work.

• Startworking on developing unitdesigns to produce heatand material balances, PFDs,equipment lists, and utility summaries. Coordínate with licensors to reléase packagesas ¡t is completed to finalize PFDs and equipment lists

• Expedite P&ID development and coordínate with licensors the reléase of typicalP&IDs for early drafting.

• Complete FEED package dehverables for the Project Execution Schedule, andthe EPCContractor package.

Process Design and Optimization

It is our plan to use our Select Specialist to start all the studies in parallel with the FEEDactivities in order to meet the overall FEED schedule requirements. WorleyParsons uses

the latest process simulation tools. For Refinery applications we normally recommend using Invesys' PROII simulation software. We also plan on using Aspen's Energy Optimization tools to completethe Pinch analysis and heat integration studies.

Valué Engineering

We plan on using our Select Specialists to particípate in the Valué Engineering sessions.OurSelect Specialists are well qualified for the task, and theyrepresent an independent en-tity of the WorleyParsons organization so theycan complete an unbiased study report.

Process Hazard Analysis

The Process Hazard Analysis reviews will be scheduled in a timely manner in stages to finalize the process configuration and design. We recommend several Process Hazard Analy-ses, namely, the Preliminary Hazard Analysis once the PFDs are completed. The pre HAZOP Analysis will be held prior to issuing the P&IDs for design. It is anticipated that wewill have two revisions of the P&IDs one for approval and one for design. A final HAZOP

analysis will be conducted after the final design issue.

Process Engineering Dehverables

WorleyParsons




Process engineering dehverables for Revamp facilities areenvisaged to beas follows:

• Project Definition

• Process descriptions

• Design basis document

• Design criteria document

• Equipment lists

• LP models and Block Flow Diagrams

• PFDs

• Heat and material balances

• MSDs

• Process P&IDs

• Utility P&IDs

• Interconnecting P&IDs

• Piping Interface drawings

• Utility summaries

• Line lists

• Tie-in Lists

• Process and mechanical equipment data sheets

• Schedule of hazardous materials

• Project proposal narrative (process section)

• Instrument data sheets and instrument list

• Relief valve summary, calculations and datasheets

• Catalyst and chemicals summaries

• Effluent summaries

• Hazardous material data sheets

• Cause and effect diagrams

• Analyzer data sheets

• Calculation Index

• Process studies write-ups

• Operating Guidelines and Philosophy• EPC Contractor process scope of work

The Operating Guideline and Philosophy documents the design basis, process flow andcontrol, start-up and shutdown operating procedures, catalyst loading/unloading, and dis-cusses relief systems, fire protection, emergency shutdown (ESD) systems, control system,maintenance isolation, de-pressuring, and emergency practices.

Electrical Engineering

The electrical FEED design will be carried out in accordance with Chínese applicable standards and codesof practice. The FEED effort will concéntrate on developing the design toa level of detail sufficient to produce a ±10% estímate and allow EPC Contractor bidding.Thiswill include developing specifications and data sheets for major electrical items so thatprocurement may be efficiently executed. The electrical engineering will be organized as

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Agreement for Engineeringand ProjectManagement ServicesPage6of41

PMT reporting to their respective engineering managers and responsible for their specifícscope of works.

We will also focus on space planning, both for electrical equipment and cable containmentrouting, in order that plant layout isoptimized. The electrical engineering will be organizedas PMT teams. Recognizing the extensive electric work in the new and existing facilities,and the high voltage, large size, long lead switchgears and transformers that must meetPROJECT requirements; we will expedite to complete the studies. The identified studiesare:

• Accessibility study

• Transient Stability study

• Energy optimization

With respect to the dehverables list we propose to address these as follows:

Preliminary ElectricalLoadList

Using the process/mechanical equipment list as the starting point, we will develop a LoadList to include motor power, efficiency, power factor, load factor, and diversity. We willalso include all substation feeders, large individual motor médium voltage supplies, building related loads, lighting, HVAC etc. for completeness.

The Load List will include details of the all substations, switchgear, and source motor con

trol centers such that the total plant load and load distribution can be determined. Criticaland non-critical motors will be indicated as well as standby units which will result in theproduction of details for total connected load, peak loads, and average 24hr loads. Fromthe cable calculation package a comprehensive cable quantity summary will be automati-cally produced. The Load List will form the basis for transformer and switchgear selectionand will be kept up to date as the project progresses.

Electrical Power and Control Strategy

In developing the Electrical Power and Control Strategy we will give due consideration tonormal and abnormal (circuit or transformer failure) conditions. We will develop a robustelectrical distribution system in line with the nature of the plant whilst seeking to minimizecapital cost. The strategy will address any integration ofon-site generation and emergencyback-up generation together withsynchronization.

Preliminary Single Line Diagrams

Single Line Diagrams will be developed from the Load List and will indícate the electricaldistribution philosophy in schematic form. Single Line Diagrams will indícate all majorelectrical equipment; generators, transformers, switchboards, motor control centers etc. Allvoltage levéis 115kV to 480V, generator and transformer ratings, switchboard and MCCbus barcurrent ratings and prospective short-circuit currents will be included.

SORESCO

WorleyParsonsissourres& energy




Preliminary Metering and Protection Single Line Diagrams

These will indícate the location and type of the proposed metering and protection relays us

ing project specifíc specifications.

Preliminary TransformerSizing and Specification

Transformer sizes will be calculated from the Preliminary Load List and Data Sheets then

prepared accordingly.

Preliminary Área Classifícation Drawings

From the Hazardous Área Classifícation Study prepared by the process group, we will pre

pare área classifícation drawings to indícate safe and potentially explosive atmosphere. Gas

group and temperature classifícation information will be included.

Preliminary Motor Schematics

Preliminary typical motor schematics will be prepared for the various types of motor starter

envisaged (DOL, Star/Delta, Variable Speed Drive etc.). Interfaces with the process control

system will be agreed and ¡ndicated.

Preliminary Cable Routing Drawings

These will indícate the major electrical equipment items and the cable raceways between

the Main Incoming substation, the four main distribution substations, the fifteen área sub-

stations, and the functional blocks of the plant. Adequate space will be reserved on plot

plans for horizontal and vertical cable routing.

Preliminary Substation Equipment Layout Drawings

Preliminary sub-station equipment layout drawings will be prepared to ensure that sufficient

space is allocated for instaliation, operation, and maintenance of the equipment.

Preliminary Grounding Diagram

The plant grounding philosophy will be indicated schematically on this drawing. The draw

ing will indícate all major electrical equipment; generators, transformers, switchboards, mo

tor control centers etc and their interconnection with the grounding network.

Piping Engineering and Design

The piping engineering/design team will be responsible for developing all piping engineer

ing FEED dehverables. It is envisaged that the FEED activities will draw on the work done

in the FSR and use the dehverables developed as the starting point for the FEED phase.

Piping design will be executed by PMT teams.

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Piping Área Engineers will be assigned to each área, and will be supported by appropriate

numbers of piping designers to support the design activities and further development of the

FEED package. Team alignment will be achieved with an early issue of the site plans and

design basis, also weekly review meetings which will ensure sound development and iden

tify goals for the coming week. Early PID issues is considered a key activity and sets the

critical path for the piping FEED.

In general, piping will créate 3D CAD models with equipment and major lines modeled to

develop safe and economic designs which meet all of Chínese and Costa Rica specifications,

standards, and requirements. We plan for two 30% and 90% Plot Plan Design and Con-

structability reviews. The initial Plot Layout review is to establish and agree a safe and

economic plant layout and the second with review will be major system development in line

with the P&IDs. Plot plan design shall meet industry standard loss prevention requirements.

Piping engineering will particípate in the following studies:

• Space


• Constructabilíty analysis

Overview ofPiping Engineering/Design Activities

Development of the piping engineering/design FEED dehverables will be executed accord

ing to the agreed project FEED schedule. This is envisaged as having the following key

stages:

Develop overall and unit plot plans

Piping layout studies

Interface schedules

Develop basic 3D piping system routings

Support ± 10% estímate

Complete FEED package dehverables and narratives

Complete piping design for EPC bid package

Piping Engineering/Design Deliverables

Piping engineering/design deliverables for Revamp are envisaged to be as follows:

• Overall plot plans

• Unit plot plans

• 3d piping model (major systems only)

• Critical line list

• Critical tie-in list

• Stress analysis statement

• Material line class specifications

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• Standard specifications

• MTO activities

• Interface point location drawings

• Major system drawings (only for ISBL)

• Project EPC ITB proposal (piping section)

• Piping studies write-ups

Instrumentation and Control Engineering

The Instrumentation and Control (I&C) group project task forces will be structured to ad

dress the key activities and deliverables associated with the Process Control Systems (PCS),Field Instrumentation and analytical equipment, Instrument Design requirements, and Tele-

communications.

The Instrumentation and Control Engineering Scope of Work for the PROJECT will be

executed by PMT teams. Each team will be responsible for their respective scope of work.An overall Lead Instrument Engineer will provide technical direction to the PMT teams.

Each PMT will have an Área Instrument Engineers assigned to them, along with the re

quired staffing.

The PCS requirements includingrequired consoles for control room, control system for existing and new control rooms, tank gaugingsystems, gas chromatographs and analyzers, as-set management system, control systems for the steam turbine and generator trains, oilmovement, storage and blending system (OMSB), custody meters, advanced applications in

múltiple variable control and optimizer systems, air quality and meteorology monitoringsystem(AQ&M), and various terminalcontrols that includeDCS and ESD.

The groupwill be responsible for; Instrumentation, DCS, ESD, BMS, Telecommunications,SCADA, CCTV, PA / Site alarms and other systems including I&C requirements for pack-aged equipment. In addition they will provide support and input to other disciplinesas necessary. Teamalignment will be achieved by preparinga basis of design specificationbuilding on the definition developed during the FEED and addressing options presented alongwith a detailed deliverables / activity list together with weekly group meetings.

The groupwill develop System Specifications, Instrument data sheets, scheduies and designdrawings in accordance with applicable standards and codes of practice and to the appropriate level of detail for a FEED study for the purposes of providing cost estímate inputandan IFPpackage for EPC Contractors. Forcritical / long lead items such as Process ControlSystems (particularly DCS, ESD, BMS and SCADA), effortwill include activity associatedwith supplier / equipment evaluation and selection.

Instrument and I/O scheduies together with functional specifications and associated designdetail will be prepared for the various systems and issued to SORESCO approved vendorstaken from the regulated vendors list for the purpose of producing a +/-10% cost estimate.Other documents will be referenced to ensure compliance with inspection and testing /

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Contract No SOR-PMC+FEED-11-1007Agreement for Engineering and Project Management Services

Page 10 of 41

documentation / certification. For major equipment, up to three vendor quotations will bereviewed and any omissions corrected and recorded on a technical bid analysis which willbe the basis of the estímate for equipment costs.

PCS definition will address the specifíc requirements of the numerous facility systems andaddress functíonal requirements, operability, training, architecture, auxiliary systems, interfaces, reliability, availabilíty, and risk criteria together with network architecture and Communications / I/O philosophy. Instrument Design activity shall address space allocationaround the CCR and Process Interface Buildings (PIB), layout, cable routing and contain-

ment and instaliation requirements.

Telecommunications requirements will address both the Moin Refinery associated interfaces and Central Control Room (CCR) requirements to provide a single focus for plant or

multi-plant wide operations.

The I&C group will provide Communications systems including: telephone, data net work,underground conduit, copper cable, fiber optic cables, structured cable, mobile radio andtemporarycommunication facilities for construction.

I&C will providespecifíc inputto the following disciplines:

• Mechanical for definition of requirement associated with packageequipment.

• Process for:

- P&ID development

- ESD requirements

- Electrical for cable routing and interface requirements

Mechanical Engineering

The mechanical group will be responsible for: rotating equipment, static equipment, heattransfer equipment and packaged or special equipment. In addition they will provide themetallurgy and welding input to the project and will ensure that noise problems caused byequipment are resolved to ensure compliance with project specifications and environmentalstandards. Team alignment will be achieved by preparing a basis of design document, detailed deliverables lists, and an activity list and by weekly group meetings.

The mechanical group will perform preliminary designs for vessels and shell and tube heatexchangers to ensure that the Civil-Structural and Piping groups have the required data toprogress their work. To meet FEED objectives, the mechanical group will prioritize datasheet preparation to meet the PROJECT needs for procurement of long lead equipment(LLE) and data sheets needed forthe FEED Cost Estímate.

Similar LLE equipment will be compiled into packages for issue to RECOPE approvedvendors. Each package will consist ofa data sheet for each main item plus data sheet^for

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WorleyParsons



Agreement for Engineering and Project Management ServicesPage 11 of4l

motor drivers, gearboxes, seal systems, lube oil systems etc. as appropriate, other documents will be referenced to ensure compliance with the Inspections and Testing Require

ments and the Non Material Requirements (NMRs). A máximum of three vendor quota-

tions will be reviewed, as selected by the Procurement Manager, and any omissions cor-

rected and recorded on a technical bid analysis.

Technically compliant bids will be used as the basisof the estímate forequipment costs andwill provide a detailed record of our decisión making. All types of equipment will be han-dled in this way to ensure that the equipment cost estímate is sufficiently accurate to support a ±10% Cost Estímate. The Process discipline will start the equipment list and Mechanical will take it over and add detailed information as it becomes available.

Input to the EPC Contractor bid package will be provided and bidder's documents will bereviewed and data provided for the Environmental Impact Assessment (EIA) i.e., noise datafor machinery and liquids, gasses and noise emissions from packaged / specialequipment.

A client requirements checklist will be prepared after kick-off meeting to ensure all RECOPE requirements for equipment are included in design.

Civil, Structural, and Architectural Engineering

The Civil and Structural groups will be organized as PMT teams with sénior civil and structural engineers supporting each individual discipline input. The Civil and Structural groupwill be managed technically by Lead and Área structural and civil engineers will be assigned to the respective PMT(s)

The Civil works will include roads, drainage, undergrounds, and fencing and associated in-frastructure. Preliminary designs will proceed as the site data and layouts are developed,continual interaction with the project team will ensure that designs are progressed with the

information flow. Standard details will be incorporated wherever appropriate and all docu

ments will be produced in compliance with PROJECT standards and specifications.

The structural team will be responsible for the buildings, including blast prooffresistingstructures, plant and pipe rack foundations, pipe racks and pipe bridges, steelwork structures and foundations, substations and plant rooms, compressor and pump bases etc. Thestructures and their foundations including piling will be developed as their individual ftinc-

tional and spatial requirements are confirmed.

The architectural engineer will lead building design to meet industry and Costa Rica requirements includingSSD, loss prevention, blast resisting, etc.

Communication Engineering

Communications scope will include the scope required for the PROJECT, and coordinatedwithother engineering groups. A communication system lead engineer shall work with allfacilities teams to determine the Communications requirement for the project. This syste

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WorleyParsonsiesauri.es & energv




engineer shall act as a project engineer to Communications design work. He will obtain,from the client, input parameters for the design work under all Communications disciplines(ISP, OSP, Wireless, Telephone, and Data Network). A team consisting of one or more engineers from each Communications discipline shall work jointly, each under the supervisiónof his respective discipline engineer, to provide a communication design package that isconsistent with other disciplines and that meet the client's standard and specifications.

Communication systems design includes site surveys of existing communication facilities.The next step is the design of voice, data,wireless, and cabling networks that makes use ofexisting telephone, data, and wireless backbone. Standard detail shall be produced wher-ever appropriate and all documents shall be produced in compliance with industry andCosta Rica requirements. Finally, this effort will identify any existing facilities to use andshall provide standard forms to reserve the usage of such facilities.

Engineering Cost Estímate Support

As part of the FEED activities, WorleyParsons will develop a ± 10% cost estímate at theend of the FEED phase. The Engineering Management will produce the deliverables andinputs required by the Project Estímate Plan.

The Project Estímate Plan will be issued early in FEED and will be a livedocument untilthe estímate is completed. This document details the roles and responsibilities, the estímateschedule, the deliverables required and estimating methods and costing date for major

equipment that will be employed to meet the stated estímate accuracy. The document alsoincludes details of scope splits between Revamp and Greenfield áreas.

On dates specifíed in the Estímate Plan the individual project designs will be frozen for theestímate, deliverables will be issued and the estímate commenced. Any changes to the de

sign between this date and the issue of the estímate will be captured and incorporated, al-though these changes will notnecessarily have the same level of accuracy as the remaínderof the estímate.

A process equipment list and utility equipment list will be developed for the estímate andbudget costs solicited from vendors for process equipment and utility equipment. Costswill be technically and commercíally conditioned to reflect the expected out-turn costs.

Catalogue prices and in-house data from recent similar projects will be used where appropriate. Material take-offs will be prepared by the relevant discipline for instruments, electrical equipment, piping and valves based on the project P&IDs, 3D layouts and GeneralArrangement drawings. Vendor indicative costs or in-house data will be used to cost thematerial take-offs. The material take-offs will be priced using all-up bulk material unitprices. These unit rates will be based on our in-house datábase. Civil and structural modi-ficatíons will be treated in a similar way. Consideration will be given to field fabricated

equipment and contracting plan.

Towards the end of the estímate preparation process we will convene a risk forum to de-

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SORESCO



Agreement for Engineering and Project Management ServicesPage 13of4l


velop the risk register and assess the cost over-runand under-run limits for each element ofthe estimate. This forum will involve the SAPMT and WorleyParsons project teams, to

gether with invited experts who bring experience from similar projects. A @RISK Monte-

Cario risk simulation will be run based on the over-run and under-run limits to develop a

curve of likely project cost outcomes. This curve is used to identify the contingency alloca-

tion together with the confidence of under running the Total Installed Project Cost.

A "Basis of Estimate" will be prepared which addresses the type of estimate and range of

accuracy, the estimate approach, design development provisión, the baseline documents,

qualifications, assumptions, and exceptions. The Basis of Estimate will also include a

comparison of the estimate with the pre-FEED estimate, identifying any changes and their

cost impact.

When complete, the estimate will be reviewed for completeness and accuracy by the

PMT(s). An estimator who has not been involved in the project will check and benchmark

the estimate against similar recent projects. Our sénior management will review and sign

off the estimates before they are issued to SORESCO. The EPC costs will reflect the total

of the above equipment, bulk materials, labor costs, package units, and contingency costs.

The accuracy of the cost will be approximately ± 10%.

Engineering Support Preparation for EPC BID Packages

As part of the FEED activities, WorleyParsons will prepare EPC Bid Packages. The Engi

neering Management will produce the deliverables and inputs required for these packages.

The EPC bid packages preparation begins concurrently with the FEED Phase of the Project.

This Phase is aimed at completing the basic design along with critical engineering activities

needed to complete the Project. Major activities focus on completing design documents,

specifications, equipment data sheets, preparing requisitions for the long lead equipment,

bid evaluations, and order placement. The main activities envisaged in this phase include:

• Conduct Site Surveys and review Geotechnical reports. Identify any additional Geo-

technical Surveys when required

• Develop Project specifíc procedures and any specifications to support the execution of

EPC activities e.g., Packaged Equipment Specifications, Engineering Data Manage

ment Plan and CAD / CAE Implementation Plan, Level I ERC Scheduies, Vendor List,

Commissioning, Start-Up and turnover specifications, etc.

• Completion of the FEED package to meet the EPC bid package requirements

IT Systems

The Information and Communications Technology (ICT) group is responsible for providing

computing facilities and support for all project and corporate requirements within WorleyParsons. Specialist teams are responsible for individual application áreas, as listed belo\

WorleyParsons


Contract No. SOR-PMC+FEED-11-1007Agreement for Engineeringand Project Management Services

Page 14 of 41

Process/Engineering Systems

Computer Aided Design (CAD) Systems

Business (Financial/Accounting) Systems

Project Management Systems

Materials Management Systems

General IS Operations and Communications Support

WorleyParsons ICT currently supports a secure LAN and the connection to the WorleyParsons wide área network (WAN). We are continuously updating our computer systems to

improve effíciency and embrace state-of-the-art technology. We have formed alliances withDell, Microsoft, Cisco, Intergraph, AspenTech, and other vendors to provide their expertiseand support.

The prime means ofcommunication between the WorleyParsons Head Office and the work-sites will be through the useof either router-to-router VPN or personal VPN, depending onthe number of staff to be located at each individual worksite. The WorleyParsons Head Of

fice has a direct connection betweenall WorleyParsons facilities utilizing Venison's world-wide "Prívate IP" (MPLS) Network. Similarly, ISP connections will be obtained at the

worksites, as required.

The Communication network will provide access to the various corporate systems availableonWorleyParsons company networks. Methods of data transfer between thevarious partieswill depend on the availability of internet bandwidth at specifíc locations. For sites withlow bandwidth availability, generic FTP (File Transfer Protocol) will be used. For the bulktransfer of document data, synchronization software will be used to take advantage of available bandwidth capacity outside of working hours. Where high bandwidth is available, in-teractive access to project documents and data (e.g., through SmartPlant Foundation) will

be utilized.

By constantly upgrading existing desktop hardware, software, and networks, and taking advantage of market-driven enhancements, ICT promotes compatibility, standardization, andreduced operating costsand transmits thesebenefits to our clients.

Áreas of ICTthat are of specifíc importance to engineering projects are discussed below.

Process & Engineering Systems

A substantial number of engineering-specific programs (listed below) are used throughoutWorleyParsons on high specifícation PCs. These include applications such as processsimulation, hazard analysis, and structural analysis. Wherever possible, automated datatransfer between applications is used.

Project team members are provided with PCs and have access to a range ofengineering andgeneral programsvia the companynetwork.

WorleyParsons




Computer Aided Design

WorleyParsons has extensive Computer Aided Design (CAD) facilities available to theirProcess and Engineering disciplines.

3D CAD is available on high-performance workstations for applicable projects for use withPDS modeling software. This provides an interactive design environment with multi-discipline capabilities for clash detection, drawing extraction and material take-off. Additional applications of the Plant Design software include visualization/walk-throughs, construction planning/simulation, construction progress tracking, and fíeld changes/problemresolution. Where appropriate, the 3D model can be handed-over to the client/owner atproject completion, for use as the basis of an on-line fíeld maintenance datábase. Smart-Plant Foundation will be used for data and Document Control across all disciplines and the

datábase will be available to SORESCO at the conclusión of the project.

AutoCAD and MicroStation 2D CAD facilities are available running on advanced PC

workstations linked to local file servers. WorleyParsons will provide CAD file deliverables

as requested.

Productivity improvements are achieved by the extensive use of standard symbol libraries,as well as "standard" elements or drawings. Sharing of background information provides

greater inter-discipline coordination. WorleyParsons will adopt Saudi Aramco standards forall CAD deliverables.

In addition to paper, CAD deliverables are available in electronic format, either on CD-ROM, DVD, or via Communications links. WorleyParsons also has extensiveexperience indata and document handover to various client systems e.g., SAP, Máximo, and Documen-

tum.


The SmartPIant Materials Management System is used to manageall procurementand materials management activities from the initial engineering phases to the completion of construction. SmartPIant Materials is integrated with our 3D Plant Design modelingsystem foraccurate and timely material control and requisitioning.

IT Operations and Communications Support

The IT group provides and maintains a complete range of hardware and software throughout the company. Specialists in CAD, systems software, electronic messaging, and Communications are available for both corporate and project-specific support.

WorleyParsons has invested heavily in local and wide áreaCommunications and networking.Links have been established between all major WorleyParsons offices in the USA, Europe,

Middle East, Australia, Asia, and South America using dedicated high-bandwidth data cir-

cuits or secure VPN tunnels on the public internet.


WorleyParsons



In-house Communications expertise is available for the instaliation and management ofCommunications links within the US and abroad to allow electronic data transfers to third

parties, when required. Communications facilities vary between simple dial-up links tohigh-speed land or satellite-based digital circuits.

All PCs provided to WorleyParsons personnel, either desktops, laptops or workstations, areconfigured with a standard software suite (currently Microsoft Windows XP, Office 2003,Microsoft ForeFront Anti-Virus software, etc.). Corporate standards are continually re

viewed to ensure the software is current and compatible with operating systems and hardware. Additionally, corporate standard engineering software is provided as required for individual engineering disciplines.

WorleyParsons maintains many corporate software licensing agreements with major software vendors (e.g., Microsoft, Intergraph, Bentley, Aspen Technology) and actively partici-pates inthe development ofnew software producís and releases, where appropriate, such asSmartPIant 3D.

Acomplete listing of project management and engineering software systems and applications currently in use within WorleyParsons is provided below.

Table 8-3. Computer Programs Listed By Discipline

Discipline Title Description Vendor

Civil-Structural 50 Zone Capacity Load Calculation Chvac

Civil-Structural ACE for Frameworks Automates the creation and placement of steelelements in the 3D model.

ACESEA

Civil-Structural AISC_Code_Check (ASD).xls AISC Code Check (ASD) WorleyParsons

Civil-StructuraJ Anchor Bolt Design Spreadsheet Anchor Bolt Design PIP(STE05121)

Civil-Structural APILE Plus Programfor the Analysis of the Axial CapacityofDriven Piles

Ensoft, Inc.

Civil-Structural ASCE_Wind_Code_02.xls ASCE Wind Code WorleyParsons


Civil-Structural AutoCAD Architectural Augments AutoCAD for designing buildings &structures.

AutoDesk

Civil-Structural BaseplateDesign (ASD).xls BaseplateDesign (ASD) WorleyParsons

Civil-Structural Baseplate_Design (LRFD).xls BaseplateDesign(LRFD) WorleyParsons

Civil-Structural Centrifugal_Foundation_Design.xls Centrifuga! Foundation Design WorleyParsons

Civil-Structural Civil Tools for Windows

Civil-Structural Descon Brace - ASD DesignOf Steel Bracing Connections Omnitech

Associates

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WorleyParsons


Page l7of41


Discipline Title Description | Vendor

Civil-Structural Descon Brace - LRFD Design Of Steel Bracing Connections (LRFD) Omnitech

Associates

Civil-Structural Descon Brace - MLRFD Design Of Steel Bracing Connections (LRFD)(metric)

Omnitech

Associates

Civil-Structural Descon Win - ASD DesignOf Steel BeamConnections Omnitech

Associates

Civil-Structural Descon Win-LRFD DesignOf Steel Beam Connections (LRFD) Omnitech

Associates

Civil-Structural Descon Win-MLRFD Design Of Steel Beam Connections (LRFD)(metric)

Omnitech

Associates

Civil-Structural Dike_Containment_Volume.xls Dike Containment Volume WorleyParsons

Civil-Structural Drilled_Shaft_Design.xls Drilled Shaft Design WorleyParsons

Civil-Structural Foundation3D Foundation3D is a spread and combined footinganalysis/design tool for soil or pile supportedfoundations for industrial equipment such ashorizontal exchangers,horizontal vessels, verticalvessels or towers, pipe racks, etc.

Dimensional

Solutions

Civil-Structural HydraflowHydrographs2004 Hydrograph Model used for simple or complexwatersheds using SCS and/or Rational methods.Develop runoff hydrographs, combininghydrographs, routing them through channels anddesigning detention ponds and diverting singlehydrographs into two.

Intelisolve

Civil-Structural HydraflowStorm Sewers 2005 Hydrograph Model used for simple or complexwatersheds using SCS and/or Rational methods.Develop runoff hydrographs, combininghydrographs, routing them through channels anddesigning detention ponds and diverting singlehydrographs into two.

Intelisolve

Civil-Structural InRoads Application suiteforsitedesign, road design, anddigital terrain modeling. Includes advanced 3Dmodeling, design and analysis, drawingproduction and datamanagement capabilities.

Bentley

Civil-Structural LP1LE Plus Program for the Analysis of Piles and DrilledShafts Under Lateral Loads

Ensoft, Inc.

Civil-Structural MasterSpec Specification Library Management AIA

Civil-Structural Moment_Connection.xls Moment Connection WorleyParsons

Civil-Structural PCA Column Analysis and design of rectangular or circularconcrete column sections under uniaxial orbiaxial bending.

Portland Cement

Assn

Civil-Structural PCA Mats Finite element analysis and design of reinforcedconcrete mat foundations and slabs subject tostatic loading. Special attention should be givento modeling.

Portland Cement

Assn


WorleyParsonsresources & energv





Civil-Structural Reciprocating FoundationDesign.xls

ReciprocatingFoundation Design WorleyParsons

Civil-Structural SACS General 3D structural design and analysis. EngineeringDynamics, Inc

Civil-Structural Spread_Footing_Design.xls Spread Footing Design WorleyParsons

Civil-Structural STAAD Pro General 3D structural design and analysis. Bentley

Civil-Structural Steel_MTO.xls Steel MTO WorleyParsons

Civil-Structural Survey SelectCAD Manage and visualize survey data Bentley

Civil-Structural Tank Calculates center point of tanks. WorleyParsons

Civil-Structural Unit Converter Converts metric and English Units. WorleyParsons

Civil-Structural Vertical Vessel_Foundation_Design.xls

Vertical Vessel Foundation Design WorleyParsons

Control Systems Dresser SRVS (Consolidated) Relief val ve sizing Dresser

Control Systems Fisher Firstvue Control valve sizing Fisher

Control Systems Instrucalc Orífice, CV, RV, and RD sizing GulfPublishing

Control Systems ISA S20 SpecForm II ISA data sheet preparation ISA

Control Systems Masoneilan Control valve sizing Masoneilan-

Dresser

Control Systems SmartPIant Instrumentation

(INtools)Instrument Interactive Datábase Integraph

Control Systems Valtek Performance Control valve sizing Valtek (Flowserve)

Electrical ETAP PowerStation Integratedelectricalpower system analysis tool. OperationTechnology, Inc

Electrical Luxicon Lighting Software Lighting Calculations Cooper Lighting

Electrical PC-CKS Conduit and cable schedule, routing, etc. forconduit and cable tray systems.

WorleyParsons

Electrical SKM PowerTools Integrated set of programs written for engineerswho design and analyze industrial and petro-chemical facilities. Includes A_FAULT,CAPTOR, DAPPER, H1_WAVE, I*SIM, andIEC_FAULT.

SKM SystemsAnalysis

Engineering Systems Acrobat Used to créate and annotate Adobe PDF imagesof drawings and other documents.

Adobe

Engineering Systems Aspen Basic Engineering Integratedprocessengineeringsystem (Zyqad) AspenTech

Engineering Systems AutoCAD 2D CAD drafting application. AutoDesk

Engineering Systems AutoPlant Equipment 3D parametríc equipment modeling using object-oriented technology

Bentley

Engineering Systems AutoPlant Isometrics Piping isometric drafting using spec-drivenrouting and component placement

Bentley



WorleyParsons'esoi.!¡.e< & energy




Engineering Systems AutoPlant Structural Modeler Quick generation of accurate 3D structural steelmodels

Bentley

Engineering Systems Axiom Microstation Add-in Axiom

Engineering Systems CATS Drawing conversión

Engineering Systems Citrix Enables remote access to shared desktopapplications.

Citrix Systems Inc.

Engineering Systems InfoMaker Report creation software used with INtools Sybase

Engineering Systems IPLOT Microstation Plot Server Intergraph

Engineering Systems ISOGEN Extracts and prepares piping isometricsautomatically from the 3-D plant modeldeveloped in PDS.

Alias

Engineering Systems MathCAD Math calculations MathCAD

Engineering Systems Microsoft Office 2003 Professional Wordprocessing, Spreadsheets, E-mail, Databases Microsoft

Engineering Systems Microstation 2D and 3D CAD. Underlying CAD platform forIntergraph PDS.

Bentley

Engineering Systems PDMS Complete 3-D Plant Design System program Aveva

Engineering Systems RasterCAD Ráster vector processing GTX

Engineering Systems InControl Engineering progress measurement system.Integrates with Primavera P5.

WorleyParsons

Engineering Systems SharePoint Web Collaboration Microsoft

Engineering Systems SmartPIant Foundation Electronic document and engineering datamanagement system.

Intergraph

Engineering Systems SmartPIant Instrumentation Instrument data management - summary, I/O list,data sheets, index, loops.

Intergraph

Engineering Systems SmartPIant P&ID Intelligent P&ID design application for creationof piping and instrumentation diagrams.Automates the creation of the line list, valve lists,tie-in list, and specialty item list.

Intergraph

Engineering Systems SmartPIant Review 3D visualization software for design reviewsessions of PDS models.

Intergraph

Engineering Systems SmartSketch Used for creation of schematics, sketches,workflow diagrams, and basic CAD drawings.Saves to either Microstation DGN or AutoCAD

DWG format.

Intergraph

Engineering Systems Text Pad Text Editor Helios Software

Solutions

Engineering Systems Visio Used for creation of schematics, sketches, andlogic CAD drawings.

Microsoft

Engineering Systems Visual Studio Integration and automation developmentplatform.

Microsoft

Estimating @Risk Risk assessment software. Palisade


WorleyParsons


Page 20 of_4i



Estimating Aspen Capital Cost Estimator EPC project estimate & scheduies generator(Kbase)

Aspentech

Estimating Aspen In-Plant Cost Estimator Design, estimating, scheduling, cost-tracking andreporting (Icarus Project Manager - IPM)

Aspentech

Estimating Richardson Process Plant

Construction Est. Stds. (CD

Versión)

Estimating Datábase Aspentech

Mechanical CODECALC Pressure vessel and heat exchanger design. COADE

Mechanical Compress Pressure vessel design. Codeware

Mechanical FRNC Fired Heater Simulation PFR

Mechanical GT Master Thermal power plant simulation. Creates cycleheat balance and equipment designs for giventhermodynamic inputs.

Thermoflow

Mechanical GTPro Thermal power plant design and analysis.Detailed heat balances, cycle flow schematics,equipment designs, and economic analyses.

Thermoflow

Mechanical RCS Shell and Tube Exchanger Mechanical Res. Co.

Mechanical RECIPAK Reciprocating Compressor Selection QUATRJX

Mechanical Tank API-650 Oil Storage Tank Design COADE

Mechanical Watercycle RX Models and Predicts Corrosión Rates and water

treatments

French Creek

Pipelines Ansys To determine structural adequacy of riser andspool design when subject to jacket and thermalmovements and hydrodynamic forces.

Ansys

Pipelines Map3D Integrates design and geographic information Auto Desk

Pipelines Offpipe Pipeline To demónstrate that designed pipeline isinstaliation friendly; and to perform detailedinstaliation engineering to determine parametersfor offshore pipe layingoperation.

Offpipe

Pipelines SPAN A Finite Element Computer Program forNonlinear Analyses of SubMarine Pipelines,Risers, and Mooring Lines

Southwest AppliedMechanics

Piping AutoPipe Piping stress analysis Rebis

Piping Caesar II Static / dynamic pipe stress analysis. COADE/

Intergraph

Piping Compress - FEANozzles/Nozzle Pro COMPRESS designs and rates ASME SectionVIII División 1 and optionally División 2pressure vessels

Codeware

Piping FE/PIPE Paulin Research

Group


WorleyParsons





Piping Nozzle PRO FE Analysis on Equipment Nozzles Paulin Research

Group

Process Aspen Air Cooled Exchanger Heat exchanger rating and design program usedinternal to HYSYS (AES HTFS ACOL andACX)

Aspentech

Process AES Aspen Plus Steady-state process simulator AspenTech

Process AES Dynamics Dynamic process simulator AspenTech

Process AES Hetran (BJAC) Heat exchanger Rating Program AspenTech

Process AES HYSYS - Amines Option Steady-state process simulator AspenTech

Process AES HYSYS - Crude Module

OptionSteady-state process simulator with crude oilproperty package

AspenTech

Process AES HYSYS - Process Steady-state process simulator with aminesproperty package

AspenTech

Process AFT Arrow Steady-state compressible fluid flow for pipingnetworks

Applied FlowTechnology

Process AFT Fathom Steady-state incompressible fluid flow for pipingnetworks


Process Aspen Process Economic Analyzer Interactively sizes equipment, develops operatingcosts and creates an investment analysis.; ProcessSimulator/Estimating tool (Icarus ProcessEvaluator-IPE)

AspenTech

Process Aspen Shell & Tube Exchanger Mechanical design and rating of shell & tubeexchangers and pressure vessels (AES HTFSSTX, TASC, TEAMS)

Aspentech

Process BR&E ProMax Steady-state process simulator (IncludesTSWEET and PROSIM)

Bryan Researchand Engineering

Process Crane Companion Line Sizing Crane

Process DATACON Data reconciliation and plant gross errordetection

Invensys

Process Farris Relief valve sizing Farris

Process FlareNet Pressure relief systems simulator AspenTech

Process FRJ Bubble Cap Tray Rating Bubble cap tray calculations FRJ

Process FRJ Dual flow Tray Rating Dual flow tray calculations FRI

Process FRI Sieve Tray Rating Sieve cap tray calculations FRI

Process Gatecycle Power plant design and simulation for steady-state and off-design analysis of thermal powersystems.

GE Enter

Process HEXTRAN Heat-transfer simulation and pinch analysis Invensys

Process HISIM. amine The older versión of HYSYS. Seems to be more

reliable


WorleyParsons





Process HTRI - ACE Thermal design and rating of air-cooled heatexchangers

HTRI

Process HTRI - CST Thermal rating of shell and tube heat exchangers(condensers)

HTRI

Process HTRI - IST Thermal design ofshell and tube heat exchangers HTRI

Process HTRI - PHE Thermal rating of píate and frame heatexchangers

HTRI

Process HTRI-RKH Design and rating of kettle and horizontalthermosyphon reboilers

HTRI

Process HTRI - RTF-2 Design and rating of vertical thermosyphonreboilers

HTRI

Process HTRI - ST Thermal design and rating of shell and tube heatexchangers (single phase)

HTRI

Process HTRI - VIB Vibration analysis of heat exchangers HTRI

Process HTRI - Xchanger Suite Thermal design ofheat exchangers HTRI

Process iPRSM Pressure Relief Systems Management softwareallows centralized safety management fromanywhere in the world

Farris

Process KYPipe Steady-state incompressible fluid flow for pipingnetworks and surge analysis

University ofKentucky

Process Line Size Single and Two-phase Line sizing with Accessdatábase capability

WorleyParsons

Process NATASHA Multi-phase pipeline sizing Fluid Flow

Consultants

Process Norton Packed tower design program

Process PFR-FRNC5 Thermal design and rating of fired equipment

Process PIMS Linear programming for Refinery modeling AspenTech

Process PIPEPHASE Oil and gas multiphase pipeline simulator Invensys

Process PRO/n Steady-state process simulator Invensys

Process PumpSize Single-phase line sizing and pump calculationprogram

WorleyParsons

Process SizeMaster Mark IV Farris PSV sizing program Farris

Process SULPAK Sulzer design and sizing program for trayedcolumns

Process SULSIM SCI Sulfur Plant Simulator Sulsim

Process SULTRAY Tray rating program for Sulzer producís

Process UNITS Unit conversions

Process Visual Flow Design and modeling of safety systems andpressure relief networks

Invensys

SORESCO

WorleyParsonsUKBSftCrWQl






Project Controls InControl Provides a structured environment to collect,catalogue, analyze and present information aboutthe project. Such information includes keyquantities, man-hours, and currency amounts inbudgets, forecasts, commitments, andexpenditures for the project.

WorleyParsons

Project Controls Primavera P6 Scheduling application for Engineering,Procurement, and Construction activities.

Primavera

Project Controls Project Project Management program Microsoft

Project Controls SmartPIant Materials Integrated material management system.Includes modules for requisitioning, purchasing,expediting, logistics, field material control, andpipe material specification.

Intergraph

Interface Management Plan

Managing interfaces between múltiple execution locations involved in design ofsame facil-ity iscritical and the risk severity, if not managed/coordinated properly may beextreme.

To mitígate the risk WorleyParsons will assign a full time Interface Manager. The InterfaceManager will develop an Interface Plan and actively coordínate all interfaces betweenstakeholders.

Project Interface Plan will identify and define each interface location between process units,non-process units, Utilities, existing refinery, electrical, and Communications. The InterfacePlan will cover thescope of work related to designing the Revamp and Greenfield facilities.The Plan will be made up of Master Interface Diagrams, Interface Index andapplicable discipline drawings detailed with the interface symbol.

Master Interface Diagrams

The Master Interface Diagrams (MID) will present a pictorial representation of the overallcontract and interface philosophy and are not intended to include all interface points whichare referred to in detail in the Interface Index.

Interface Index

TheInterface índices will identify each interface point bya specifíc Interface Number, Discipline code, Interface Drawing Number (i.e., P&ID, Civil underground piping plan, Electrical one-line and/or layout, etc.), Responsible Contractor ID Number, Contract Number,

and Interface Description.

The Interface Number will consist of a one to four digit number assigned to each Interfac

SORESCO

WorleyParsonsesoukes 3 energy




Point or múltiple Interface Points within the samegeographical área. Interface Points thatinvolve múltiple disciplines are given the same Interface Number followed by the applicable discipline code.

The Interface Suffix discipline code is a letter designation as follows:J - Instrumentation; L - Piping; M - Structural; P - Electrical;R - Building/Architecture; S - Civil; and T - Communication.

Interface Reference Drawings

All Interface Points will be identified on the applicable drawings. The Interface Point

drawing symbol will an oval with the prefíx "IP," Interface Point, followed by the uniqueInterface Number as defined above, and suffix discipline code as defined above.

FEED Management Systems

Project Controls Systems

The diagram in Figure 8-2 below provides a pictorial overview of the system which includes software for scheduling, progress reporting, cost control, and document control intended for application the PROJECT.

WorleyParsons¡esoi.ri.es 8 energy




HR System

Finance

System

Time

ManagementSystem

ProjectRegistration &

Initiation

System

Finance &

Administraron

Systems

Deliverabte

Estimating

Module

Pro p o salGenerator

Module

ProjectReporting

Est Risk

<©R'»k)

InControl

ChangeManagement

Module

ü__j:

ProgressUpdate

Module

ProjectSummaryModule(Htpcrtng)

:__£

Project Control Module(InControl)

CapitalCost

Estimating

Planning[F imMra)

Planning RiskI (P«itm««i«)

Completions(CompioficmUanagcmprt

Jcot)

Contracts

ManagementModule

Document

RegisterModule

Materials

Management(Snurtplanl M«tendí

DiscipTneSpeciaíst

EngineeringSoftware

P&ID. Electrical.Instrumentation

(SmartPIant

Design SuHe)

Process &

Mechanical Data

Management(ZyQad)

30 CAD

(PDS/PDMS/AutoPlant)

Safety Slatislics &Inciden! Reporting

(Omnisafs)

E-mail(MS OutlookExchange)

ProjectDocument

&Data

Warehouse

System(SmartPIantFoundation)

Document

Sharing(Inlranel-ShansPoinl)

Key:

Direction of

information

flow

ClientDocuments

Data

ManagementSystem

Overall EPCM Cost Control[Construction ManagementSystem (CMS)/Other)

EnterpriseManagement

System(EMSíWPMP)

Client

Finance

System

Project Management/ Control SystemsEngineering

& DesignSystems

Data ManagementSCollaborative

Systems

Client

Systems

Figure 8-2. BusinessManagement Systems

Project Controls - Cost, Scheduling, and Project Reporting

The successful management of projects is reliant upon the implementation of effective and

comprehensive Project Management and Project Controls. Planning, scheduling, estimating, and cost control services, as an integrated support to project execution, provide the ve-

hicle to facilítate management decisión making.

The fundamental importance of establishing a strong project control group, within the pro

ject task forcé, is fully recognized by WorleyParsons, and the methods for meeting this requirement are built into our overall execution strategy.

The project control groupwill be mobilized immediately upon contract award, with the ini-tial objectives of servicing the intensive planning and scheduling effort that will be needed

at the start of the project.

A Project Control Manager, reporting directly to the Deputy Project Director, will be assigned to manageand coordínate all control activities, set priorities and targets, and provide

overall management direction.

The project control group, will opérate from within the dedicated project task forc

WorleyParsonsresources & eifrgy


Contract No. SOR-PMC+FEED-11-1007Agreement for Engineeringand ProjectManagement Services

Page 26 of 41

consist of three sub-sections (planning, cost and estimating), each supported by a lead planner, lead cost, and lead estimator selected for their combined technical and managementability. Together the Project Control Manager and lead will be responsible for all home office and site office control activities.

Throughout the project, the emphasis within the control group will be to provide Management with accurate current status and future forecast information, with the explicit purpose

of highlighting áreas of concern and facilitating decision-making.

Project Controls Software Tools

WorleyParsons uses an integrated management system which incorporates four key software packagesfor Project Controls:

• Project Costs

• Finance/Accounting

• Procurement/Material Control

• Project Planning

Planning and Scheduling Objectives

InControl

Focus 6

SmartPIant Materials

Primavera P6

• To provide scheduies from summary to detailed level which optimize expenditure oftime, and reflectthe project contractual obligations.

• To provide regular project reports on current status to project management and theClient, to facilítate management decisión making.

• To identify áreas of concern and subsequent recovery action to minimize adversetrends.

Planning and Scheduling Responsibilities

The Revamp FEED Project Manager carries overall responsibihty for achievement of theProject Schedule.

The Lead Discipline personnel work closely with the planners and are responsible for providing input to the development of the projectschedule.

The Lead Planner is responsible for providing the planning service onthe project. He willreport to the Project Control Manager. Hisprimary duties are:

• To develop project planning and progress measurement procedures based on Company standards.

• Insures that the progress measurement systems of the FEED and EPC Contractorsmeet the mínimum requirements of "earned valué system."

SORESCO

WorleyParsonsresouices & ent;rgy


Page 27 of 41Development of the PMC+FEED forThe Moin Refinery Expansión and Modernization Project

• To prepare and maintain the work breakdown structure (WBS) and the level 1/2/3planning schedule for engineering, procurement, construction and commissioning inline with contractual mi lesiones.

• Collect and audit level 4 planning deliverables from the FEED and EPC Contractorsand summarize this data into the level 1/2/3 scheduies.

• To provide cióse coordination with the project team with respect to site constructionplanning and forthcoming plant tumarounds.

• Tosupport the set upof the progress measurement and reporting system for each contractor, discipline/craft, by area/module and by deliverable as required.

• To identify to management any adverse trends inengineering progress and productiv-ity, procurement progress, critical path activitiesetc.

• To assess impact of potential changes in the scopeof work.

• To attend and provide accurate reporting dataat all progress review meetings.

Planning Hierarchy and Methodology

The project schedule will be produced at various levéis of detail to suit the project, as defined by the project reporting structure. The máximum levéis envisaged are given described below and shown in Figure 8-3 below. To support this tiered system, at the begin-ning ofthe project, a Work Breakdown Structure (WBS) isagreed to enable the packages ofwork and reporting structure to beestablished. The WBS enables a complex project to bebroken down into small, manageable packages. Schedule and cost reports can be generatedat the lowest level and aggregated for overall reports.

All schedule activities are inputto Primavera and the resulting networks, bar charts, criticalpath analysis and reports are used as the primary control tools to control the project schedule.

V

WorleyParsons



Page 28 of 41

LEVEL 1

LEVEL2

LEVEL 3

LEVEL4

MANAGEMENT SUMMARY SCHEDULE

PROJECT MASTER SCHEDULE

Engineering

Construction

¿zik•• •

ENGINEERING - PROCUREMENTDetailed Scheduies

FABRICATION - CONSTRUCTIONDetailed Scheduies

• | 1SUBCONTRACT

•SCHEDULES 1

DOCUMENT

REGISTER

MATERIAL

CONTROL

Figure 8-3. Scheduling Hierarchy

Level 1 - Management Summary Schedule

Aone-page project summary schedule intended to provide both Client and WorleyParsons' management with an executive status of the project schedule. The schedule isbased upon theagreed Level 2 schedule and theContract Milestones.

Level 2 - Project Master Schedule

The Level 2 Schedule serves as the basis for establishing, monitoring, and controllingengineering, procurement, and construction activities by WBS área and work pack-age/subcontract. It confirms the planning strategy and provides the parameters formore detailed planning at lower levéis.

During the early stages of the project, emphasis isgiven to construction driven scheduling to establish targets for engineering document releases and equipment/material de-liveries to site. In this schedule, the activities are logically linked and the critical andsub-critical paths are identified. Construction schedule requirements determine purchase order dates, delivery spans for major equipment, sequential deliveries, and subcontractor activities. As the project moves to the fíeld, definitive construction scheduiesare established andgiven to the fíeld scheduler foradministration.

Following management approvals, the Project Master Schedule is distributed to allmanagers and key personnel in the project team and the functional engineering depart-ments to ensure that all concerned are fully aware of the target dates for engineering,

procurement, and construction activities.

Once fínalized the Project Master Schedule is issued as a baseline plan against wh

WorleyParsons




progress and performance is measured

• Level 3 / Level 4 - Detailed Working Scheduies

The Level 3 and Level 4 Scheduies are typically created and maintained by the variousFEED and EPC Contractors based on WBS requirements established by the Lead Pro

jectScheduler. The data from these scheduies will becollected by WorleyParsons andimported into the Project Master Schedule on a monthly basis. These Level 3 & 4scheduies help to further define the Level 2 schedule and demónstrate the attainabilityof major project milestones. It is a detailed logic diagram, based on standard disci-pline/trade activities, that defines primary relationships within a discipline and the required interfaces with other disciplines or groups, such as procurement and construc

tion.

Planning Computer Systems

Primavera P6 is used as a standard network-planning package. Microsoft Excel and Accessare often used to compliment Primavera in terms of graphics and the storing of historicalprogress data.

Progress Measurement

WorleyParsons will ensure thatall the FEED contractors utilize progress measurement systems that meet minimal standards of an "earned valué" system. Progress is to be measuredusing the task management principies. Status is based on the physical accomplishment ofwork or deliverables and is represented by a percent complete established by the completion of predetermined milestones.

At regular intervals, not less than monthly, physical progress is reported to the PMC by allcontractors (against the baseline plan). The WorleyParsons Scheduling team will then col-late this data into the Master Project Schedule in order to prepare level 1 & level 2 scheduies for inclusión in the Monthly Project Progress Report.

An analysis of the current schedule against the baseline schedule, as well as progress andcurrent equipment and material jobsite delivery information will indícate potential problemáreas. Emphasis will be placed on critical and sub-critical paths and the planner will assessthe potential impact on downstream activities. The analysis may be supported by a spe-cialty schedule developed to giveemphasis or afford added detail to critical áreas or proc-

esses.

Cost Control System - InControl - PMC Service Cost Control System

WorleyParsons uses InControl as its preferred Project control and reporting application totrack PMC service costs. InControl is a proprietary Project control software application inwidespread usewithin the WorleyParsons organization.

SORESCO


Contract No. SOR-PMC+FEED-11-1007Aqreement for Engineering and Project Management Services

a Page 30 of_4lDevelopment of the PMC+FEED forTheMoin Refinery Expansión and Modernization Project

InControl is amodular system comprising the following integrated modules:

• Project Control Module - central module for collection and reporting of cost, progress and forecast final cost data;

• Progress Update Module - for entering the progress (% complete) of deliverable ortasks;

• Change Management Module - for the generation and management of all change requests and utilized to manage any adjustments to the budget once abaseline has beenset;

• Contracts Management Module - for the control and management of actual costs,committed costs, variations and invoices for subcontracts and purchase orders whererequired;

• Reporting Module - comprehensive reporting of actual costs and progress, eamedvalué (% and cost) and forecast final cost for the project.

Critical cost parameters that are maintained in InControl include:

• Budget Costs: Budget costs are prepared at the WBS level and identify all labor andnon-labor costs associated with the completion of the activity. The Budgets are developed within InControl and costs identified at the resource level. Budget information can be exchanged with the finance system to enable detailed cost reporting at thetransaction or line item level.

• Committed Costs: Commitments for both labor and non-labor costs are ConsolidatedwithinInControl for management reportingpurposes.

• Actual Costs: Actual costs are controlled and reported for all labor and non-labor expendiere. Labor expenditure is based on the cumulative man-hours recorded throughthe electronic time writing system. Non-labor costs include other PMC service costsassociated with the PROJECT, including labor-based sub-contracts where applicable,procured items, and contracted work again where applicable. This data can be entered into the finance system and imported to InControl.

• Forecast Costs: The forecast cost at completion for each WBS will be monitored andreported continuously throughout the Project. Forecast will be based on anticipatedfinal man-hours, and their associated cost, for labor based components, or anticipatedfinal costs for procured items, subcontract services or other Project expenses.

WorleyParsons uses InControl's extensive library of pre-configured report témplales, andthe Project WBS activity codes, to sort, group and filter information for reporting againstany coding convention that has been specifíed. This allows the team to view both summaryinformation, and to analyze in more detail, performance or forecast information for specifj^

SORESCO

WorleyParsons•csources & energy



áreas of the Project.

Change Management

Management ofchange is critical. All potential changes from original scope ofwork shallbe brought to the Project Controls Manager's attention as soon as they are identified.Changes to the project scope or changes to an agreed design shall be identified, evaluated,and communicated in accordance with the WorleyParsons Management of Project ChangeProcedure. No work will commence on any variations until formal approval is receivedfrom the client.

The identification of deviations to the work and the subsequent conversión into changes tothe budget, plans, and forecast are extremely critical factors in the ultímate commercial andschedule success of all projects. Aproject change is any deviation from the current scope,execution, quantification, or planned use ofresources. The project must effectively identifychange in order to manage the change and the ongoing work. The project team must fulfillthe following objectives:

• Identify all changes early - scope development, performance, planning etc.

• Provide a simple process that allows anyone on a project to identify a potentialchange.

• Increase management planning and control of projects

• Expedite the resolution of change impacts

• Ensure that the Project Control System is maintained to provide the current scope,forecast, and planson an ongoing basis.

Progress Reports

Weekly progress reports will be prepared in accordance with WorleyParsons guidelinesformats and contení. Friday will be the cut-off period for the weekly report, with transmit-tal to SORESCO by Tuesday ofthe following week. The weekly report will consist ofaconcise write up, the status ofall deliverables (generated through InControl), and graphicrepresentation ofthe eamed progress against the baseline.

The monthly report will be prepared in accordance with WorleyParsons guidelines for format and contení. The last Friday ofeach month will be the cut-off day for the monthly reporting period. The monthly report will be transmitted to Saudi Aramco on the second Friday after the cut-off Friday. The monthly report will consist ofaconcise write up, the statusofall deliverables (generated through InControl), and graphic representation ofthe eamedprogress against thebaseline.

Reports will typical include:

SORESCO

WorleyParsons•,-:es 8 energy

Contract No. SOR-PMC+FEED-11-1007Aqreement for Engineering andProject Management Services

Page 32 of41Development of the PMC+FEEDforThe Moin RefineryExpansiónand Modernization Project

Executive Summary Narrative

Safety Statistics

Detailed Project StatusPlanning Narrative identifying major achievements, critical áreas, trends etc.Progress S-curves

Manpower Histograms

Procurement Status

Document Status

Project Issues and ConcernsLevel 1and 2 scheduies, which are updated based on a roll-up ofprogress data fromthe Level 3 schedule

Estimating

WorleyParsons utilizes two basic systems for preparation of capital cost estimates. Icarus isa third party system (now called K-Base) which is marketed by Aspen Tech. WorleyParsons has used it for years as amethod to estimate where detailed engineering information isnot available. WorleyParsons just completed an estimate for amajor Saudi Aramco projectusing the K-base estimating system. The system contains its own databases for all disciplines and can provide very detailed information regarding the cost of the facility. Thecritical aspect when using the Icarus (K-Base) system is to realize and understand thatwhere engineering information is not available, the system will fail back to its standard databases to complete the estimate. WorleyParsons estimating staff are all Icarus users andunderstand the system well. They take the necessary precautions to assure that the estimateproduced is consistent with the quality ofthe information in the system.

WorleyParsons also maintains its own Spreadsheet Estimating System, which is used whenwe are required to produce aDefinitive Quality Estimate. This system depends on detailedengineering information, usually actual takeoff, and produces a more defined and higherquality estimate. The system's databases are actual WorleyParsons historical data, which isupdated regularly to be as current as we can make it.

The specifíc estimating tool that we apply is based on the type of estimate. The chart inFigure 8-4, Standard Estimate Types, defines WorleyParsons' estimate classifícation and theengineering producís necessary to satisfy each category. It also provides the percent complete necessary toequate toa certain level ofestimate accuracy.

Obviously, not all estimates are compliant with the standard as shown in the chart on thenext page. When detailed information is not all available, then we identify specifícallywhat we don't have and through the use ofhistorical data (or the Icarus System), we develop the estimate. The estimate of contingency required to achieve the required quality istherefore very important. WorleyParsons use asystem called "At Risk" for this purpose. Itisa Monte Cario Technique system, which allows for the input of+/- valúes on to accountsin the estimate. The system then produces a report, which defines the contingency necessary to be added to the estimate to achieve the quality and probability of meeting the esti-,

r$»ñ

WorleyParsons

SORESCODevelopment of the PMC+FEEDforThe Moin Refinery Expansión and Modernization Project

Contract No. SOR-PMC+FEED-11-1007Aareementfor Engineering and Project Management Services

Page 33of41

o m

2Q

c to

•o Qc _CC (O

o H

°0 ra

.52

mate valuéat projectconclusión.

20% 40% 60% 80%Engineering Percent-Complete

(StartofEngineering toMechanical Completion)

Enquiry Documenl / DraflContractGeneral Client Specificatjons_Products / Units / Capacity / Site LocationDetailed Project Scope DescriptionProject Master Schedule / Work Breakdown StructureLocal SuneyData (Construction / Engineering!/Transportation and Material Supply)Site Survey & Soils ReportOverall Plot Plans (MainInfrastructure Shown)Project Execution Plan / StrategySubcontract / Procurement and Buy-Qut Plan / StrategyConstruction Execution Plan / StrategyRiskManagement Plan and TaxAvoidance StrategyBasic Process Design / PFD'sSized Equipment ListEquipment DataSheets (^chanical)Process and Instrument Diagrams (P&IDs)Budget/Telephone Quotes for Majority ofEquipment andMaterialsFÍxed Price Quotes for Majority of Equipment and MaterialsActualPurchase Orders(orMajority ofEquipment and MaterialsTopography Details / General Site PrepDrawingsCut and Fill anH^j"^ Rarjamation MTO yolumesJWith Spoil Heap LocationsMajor Foundations / Structures, Sketches and MTORoad, Paving, UG Services, Fencmg and FmishesLayoutsBuilding MatrixJShCM^^es^Types)Building Plans / HVAC Functional SpecificationOverall Line LisU Tie In ListEquipment Layouts / Piping Models MTOLine Shoots / Layouts/ Isometric Sketches (Major Lines)PipingMaterialClassrficajionsDetailed Piping, Valve andInsulation MTO - Not inModel MTOControl PhilosophySingleline Diagrams andOverall Load ScheduiesInstrument Index / Tagged Component MTO / Cable andConduit ScheduleLighting / Grounding and Cable Routing LayoutsMajor Control System and ElectricaTEquiprnent RequirementsDetailedElectricaland InstrumentationMTOShippingWeights and RatesOpOTtjng Material and Spare Parts RequirementsConstruction Equipment RequirementsTemporary FacilityLayouts / RequirementsOrganisationCharts (Fieldand Home Office)Home Office Engineering Manhours by DisciplineManpowerScheduies (Fieldand Home Office)AssignedPersonnelTerms&ConditionsExpenditure / Commitment Cashflows

£ oíAgents Fee AgreementsAll Project Insurance andBond / Guarantee RequirementsUcence FeeandRoyaity Requirements

SORESCO

WorleyParsonsíesources S energy



Figure 8-4. Standard Estimate Types

In order for the system to be effective, WorleyParsons assigns an independent sénior levelestimator to interview the engineers, project staff and the estimating staff to determine the+/- valúes for each account. This person serves to remove estimating bias and provides aclearer and more realistic evaluation of the upsides and downsides of each account.

WorleyParsons reviews this output internally and with our client to assure all are on boardbefore a contingency valué is selected. Escalation will be applied when a project schedulerequires it. Valúes are based on available data from the industry and from various currentpublications. When engineering is far enough along, vendor quotations are solicited.These could be budgetary quality ordefínitive quality dependent upon engineering percentcomplete. We use our own historical data for equipment pricing when engineering is not farenough to solicit quote from suppliers.

Document Control Systems

WorleyParsons will use the SmartPIant Foundation (SPF) Electronic Document Management System (EDMS) for control ofall documentation produced on the project. SPF isprimarily used by the document control group to store, manage, and distribute projectdocuments and associated transmitíais. SPF manages the full assortment of project documents and deliverables including drawings, data sheets, specifications, requisitions, supplierdata, QC reports, construction reports, and project correspondence. These may be in eitherscanned or native file format.

The project-specific requirement for numbering, reviewing, approving, distributing, and fil-ing project documents will be established at the start ofthe work. SPF is presently set-up toutilize the WorleyParsons' Document Numbering System (EMS procedure EPP-0040), andcan be modified to accommodate the Client numbering system.

SharePoint Web Interface will be used to access the project documents stored in SPF fromthe field or client offices and are defined below.

Knowledge Sharing Application - Microsoft SharePoint

WorleyParsons use the generic Microsoft SharePoint application extensively. This scalableserver-based software is deeply integrated with Microsoft Office and aliows simple accessto shared documents and files through highly-configurable web portáis. Authorized userscan access SharePoint documents using their web browser, either internally via the WorleyParsons LAN/WAN or externally via the internet.

Aproject SharePoint portal can be set up so that documents can be seamlessly accessed byall project participants (main offices, remote offices, clients, sub-contractors, vendors, etc.)with appropriate authorization. This aliows individual project team members to leveragerelevant information across the various entities and locations to help them to work more efficiently.

SORESCODevelopment of the PMC+FEEDforThe Moin Refinery Expansiónand Modernization Project

WorleyParsonsresources k energy


a Page 35of41

Construction Site Logistics and Temporary Facilities

As FEED progresses, the EPC Contracting Strategy is developed; the WorleyParsons Construction Manager will oversee the process of designing the Site Utilization Drawing. Thepurpose of this drawing will be to assign temporary facility áreas to each of the EPC Contractors.

Each assigned área will be sized to reflect the relative scopes of work. Space will be assigned to provide for material and equipment lay down, work shops, fabrication áreas, pre-assembly áreas, site office áreas, canteens for mid day meáis, and parking áreas for buses,trucks and construction equipment. Fuel storage áreas will be determined and safety andenvironmental requirements defined.

An important element of the site logistics will be planning and managing the transportadonofthe construction work forcé from their camps to the work sites. As the work scopes develop, manpower estimates will be generated. Transportation of craftsmen to their respective work sites will be understood and plans and routes created. WorleyParsons under-stands that many ofthe craftsmen will be working in sites near, but remote from the Refinery plot. Those work shops, fabrication áreas, and equipment service áreas will be carefüllylocated to mitígate any traffic constraints in or adjacent to the Refinery. Other measuresthat may be taken can include adjusting work start times and break and meal times and locations.

Emergency service and evacuation routes will be designated throughout the construction áreas. These routes will be identified as emergency routes and traffic, parking and blockagescarefülly controlled. In addition, any required traffic deviations or controls necessary dueto heavy hauls or critical lifts will be managed and communicated throughout the construction site to all contractors. These steps will be taken to improve safety and efficiency ofthecontractors. The Construction Manager as part ofthe PMC takes the lead initiating overallproject construction services. He will be supported by Construction Specialists that willprovide construction input to the PMC during the (FEED) phase, including carrying outconstructability reviews, manpower studies, construction temporary facilities planning, rig-ging studies, milestone scheduies that identify long lead items critical to the overall construction schedule, a contracting strategy plan, a procurement plan for EPC contract bidpreparation including assisting with construction contract procurement.

RECOPE Revamp FEED ManpowerBased on the proposed WorleyParsons participation on the RECOPE Revamp, Figure 8.5 ispresented for the FEED Personnel as shown on the Organization Charts.

RECOPE Revamp Site Support ManpowerBased on the proposed Revamp Project Execution Plan, Figure 8-6 is presented for SiteSupport by discipline.

SORESCODevelopmentof the PMC+FEED forTheMoin Refinery Expansión and Modernization Project

WorleyParsons

Contract No. SOR-PMC+FEED-11-1007Aareement for Engineering and Project Management Services

a Page 36of41

FEED Schedule InformationWorleyParsons has reviewed the PROJECT requirements provided in the SORESCO documents. Based on this information, we present an initial FEED Schedule Level 2(Figure 8-7). This initial FEED Schedule shows major activities, key milestones, engineering discipline activity durations/completion dates, and key Project Control deliverables.


SorescD CorrpanyPueriD Jirón. Costa Rica Reirwry Revatrp •• Expansión

code Ñame Source

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Figure 8-5. Revamp FEED Manpower Plan

Job No.: "BD

RMMOK

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WorleyParsonsresources ¡i energy


Page 37 of 41

EEt Manroure

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Page 38 of_41

Soresco CompanyPuerto Limón. Costa Rica RefineryRevamp / Expans on

RECOPE Revamp Site Support

Job No.:Revisión:

TBD

Code Ñame

Llrron sne Manager

Proiecr. WanagerProjec: EngirearEngireere- CM.' Strua-.uraiEnglresrs - EléctricaEngireers - Mecnarteal 1RotEnglrears - MecnarJcal.' RolEnglreers - Piping

Comments

Eq

So urce

Monrovia

Monrovia

Monrovia

Ctiina

China

ctiina

ctilnB

Ctiina

M-1 M-2 M-3 M-4

1

1

1

-*

i

1

1

ii-a M -GM-7 M-8 M-9

Total

Manhours

Month s

9

9

9

9

9

9

9

9

Est

Manhours

1560

1560

1560

1560

1560

1560

1560

1560

1560

NOTES:

Endreers - Piping

Designar - Flplng 1Designar - Flplng2Designar-instr-BecDesignar - CM SlruKureProoess Engineer 1ProDess =nglnee: 2

China

Colombia

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Colombia

China

China

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9 1560

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TOTAL MAMHOUI 22014

Monrovia 3 3 3 3 3 •i 0 3

6

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China

Colombia

I

4 4 4 4 4 4 4 4 96 624ÍI

Total => 22014

Figure 8-6. Revamp Site Support Manpower Plan

38



Contract No. SOR-PMC+FEED-11-1007Agreement for Engineering andProject Management Services

Page 39 of 41

Figure 8-7. Revamp Project Execution Level 2Schedule (sheet 1of2)

39




Page 40 of 41

Figure 8-7. Revamp Project Execution Level 2Schedule (sheet 2of2)

40

SORESCODevelopmentof the PMC+FEED forThe Moin Refinery Expansión and Modernization Project



Page 41 of 41

Long-Lead Procurement ítemsTo ensure mínimum impact to the project critical path during the EPC phase ofthe project,WorleyParsons will carry out a market review of the equipment delivery dates during theFEED phase to identify ifthe long-lead equipment (LLE).

O

SORESCO



Page 1 of16Development of the PMC+FEED forThe Moin Refinery Expansión and Modernization Project

Introduction

Exhibit Bl - PMC Execution Plan

The WorleyParsons Project Execution Plan (PEP) for the Moin Refinery Expansión andModernization Project (PROJECT) is predicated upon utilization of an Integrated ProjectManagement Team (IPMT) to manage the PROJECT over its lifecycle from the FEED tohandover to RECOPE Operations for start-up.

This PROJECT will be a significant project executed on a global basis, drawing upon inter-national licensors, contractors, and manufacturers in Asia, Europe, and USA. As a result,the SORESCO IPMT must be staffed with high levéis of experience and expertise to efficiently managethis widely-dispersed project through its life.

This PEP is structuredto meet the requirements of the SORESCO ITB including the FEEDScope of Work, the Project Management Contractor (PMC) Scope of Work, and ProformaAgreement Parts A and B. The first section of the PEP describes the PMC work and thesecond section describes the FEED work, which will be self-performed by WorleyParsons.

Later these two PEP sections can be modified and inserted into the Proforma Agreement

Parts A and B exhibits.

Scope ofWorkRefinery Work Scope

RECOPE, Costa Rica's Refinery Company, has onlyone existing 25,000 BPSDrefinery lo-cated at Puerto Limón,Costa Rica that was completed in 1967. RECOPE will be responsible for revamping the existing refinery. SORESCO, a RECOPE/CNODC 50/50 joint ven-ture, will be responsible for installing the new process units. The PROJECT is comprisedof two distinct scopes of work: revamp the existing 25,000 BSPD refinery and expandingthe current refinery to produce 60,000 BSPD (Greenfield ISBL/OSBL). SORESCO provided a copy of the Feasibility Study Report as a reference document for the Refinery WorkScope.

The Refinery Work Scope includes a total of 14 Greenfield process units, múltiple Greenfield OSBL áreas, two Brownfield existing process units, and other Brownfield áreas identi

fied in the following Table 8-1.

Table 8-1. Refinery Work Scope

1Greenfield ISBLADU Existing ADU Control Room

Kerosene HDT Existing VDU Tank Farm

First Loading Catalyst Diesel HDT Fiares

Tank Farm Substation Delayed Coker Cold Storage

Central Lab Hydrocracker Chemical Facilities

SORESCO



Page 2of 16Development of the PMC+FEED forThe Moin Refinery Expansión and Modernization Project

Table 8-1. Refinery Work Scope

1 Greenfield ISBL

Water Intake Works Hydrogen Plant Boilers

Pipelines for Water Gas /LPG Treatment Unit Cooling Water

Fire Fighting Garage SWS Unit Raw Water Treatment

Warehouses Amine Regeneration Unit Waste Water Treatment

Maintenance Sulfur Recovery Unit Fire Water Pump Station

Labor Safety and Hygiene Naphtha HDT Drainage System

CCR DM Water Station

Isomerization Unit Substations

PSA Telecom

Air Systems

Buildings/Camps

WorleyParsons Scope of Services

SORESCO has provided the Scope of Work (SOW) for PMC and FEED in two sepáratedocuments. The scope of work consists of PMC and Brownfield (Revamp) FEED serviceson a cost reimbursable basis and Greenfield (ISBL/OSBL) FEED on a lump sum servicesbasis. The SOW for PMC and FEED are consistent with traditional PMC and FEED re-

sponsibilities, activities, and deliverables starting in FEED and continuing through commissioning. The SOW also requires aTraining Plan for refinery operations ofthe modified andexpanded facilities.

The SORESCO provided FSR indicates that Chínese technologies will be used for most ofthe process units except the CCR and Isomerization units. However per the September 9,2011 meeting minutes, the WorleyParsons FEED execution plan will be edited to includeprovisión to assess and recommend process licensors for all licensed units, based on WorleyParsons licensor experience and data bases (full process analysis may be an additionalservice to be added following analysis by the Process teams), without limiting the companies to China based origin. The schedule impact will be refined and addressed during thefirst 30 day plan. The technology selection for the CCR between UOP and Axens can beconsidered after discussion with SORESCOon cost and schedule implications. In additionto the CCR and Isomerization, the hydrotreaters, hydrocracker, delayed coker, sulfur plantand tail gas treating units will be analyzed without limit to Chinese technologies. Technology selection and expediting the respective process design package are critical technicallyas well as sensitiveschedule issues. The FEED will also require a process validation of the

selected process case and an economic evaluation ofan earlier Palm Oil Study.

The FEED work also includes procurement of identified long lead equipment, based on delivery, technology sensitive information, and vendor data. Since the project schedule isvery aggressive, we anticípate more procurement involvement prior to the award to the se-

SORESCO



Page 3 of16Development of the PMC+FEEDforThe Moin Refinery Expansión and Modernization Project

lected EPC Contractor.

The FEED works includes preparation ofan EPC Contractor bid package and undertake thewhole bid process, including bidders list, prequalification, inquiry document development,public bid announcement, technical and commercial evaluation, final bid recommendation,and final bid award.

3 PMC Project Execution PlanThe Moin Refinery Expansión and Modernization Project will be executed by an IntegratedProject Management Team (IPMT) holding management responsibility for all phases andaspects of the project, including management ofsafety and quality to defined standards,minímizing project cost and schedule, execution of all contracting and procurement, andmeeting targeted SORESCO objectives. The IPMT has overall responsibility to manage theFEED and EPC Contractor's work in their design offices and at the construction site. TheWorleyParsons project team will be part ofthis IPMT in a PMC role under the overall direction of the SORESCO Project Director. The PMC activities will be in accordance withintemational petroleum industry standards and practices as well as the WorleyParsons established practices for engineering, procurement, construction, and project management.

The PMC role will coverthe management of theseelements of the project:

• Front-End Engineering Design work (self-performed by WorleyParsons)• EPC Contractor work

• Procurement

• Construction

• Commissioning

• As builts

• Training (Refinery Operations)

The WorleyParsons IPMT members will be responsible for management ofall aspects ofthe PROJECT, from the Process Design Phase through Pre-commissioning. Key successfactors for the PROJECT are as follows:

• Support rapid mobilization of personnel to the IPMT.

• Assist in developing the Project Execution Plan and overall Project Contracting Strat

egy.

• Selection and expediting Licensors and Process Design Package-providers.

• Mobilize the WorleyParsons PMT to effectively manage the front-end design, LLEprocurement, and EPC tendering.

• Provide onsite management of EPC Contractors in detailed design and procurement ofeach major contract.

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Page4of 16Development of the PMC+FEED forThe Moin Refinery Expansión and Modernization Project

WorleyParsonsrejoune» * ene»£Y

• Transition from the EPC Contractor's offices to the Limón jobsite to support IPMT

construction through onsite field engineering, contract administration support, materials management, quality management, HSE, etc.

• Support RECOPE Operations in Commissioning and Performance Testing, as required.

This PEP is prepared to comply with the SORESCO PROJECT EXECUTION SCHEDULE, which identifies the major project activities. WorleyParsons has reviewed the schedule and has expanded some of the project activities. The WorleyParsons Project ExecutionSchedule is shown in Figures 8-1. This overall schedule is very aggressive in the durationof the FEED activities, in the bid/award duration of the ECP Contract and in the duration ofconstruction based on available infrastructure and labor to support construction. This PEP

is very challenging, and we look forward to working with SORESCO to meet their objectives.

SORESCO - MOIN Refinery Expansión & ModernizationProject

Figure 8-1. Project Execution Level 1 Schedule

WorleyParsons




The Moin Refinery Expansión and Modernization Project will be undertaken by WorleyParsons International, Inc. (WPII) for out of country services. The project work will beexecuted using three WorleyParsons offices in addition to the EPC Contractors offices andthe Moin Refinery. The three execution offices are WorleyParsons Western Operations,WorleyParsons China, and the WorleyParsons Colombia for the out-of-country services.Upon award of this FEED/PMC contract, WorleyParsons Intemational plans to open aWorleyParsons CostaRica, S.A. for performance of ¡n-country services.

WorleyParsons intends to subcontract work for preparation of the Training Plan to supportRECOPE and for preparation of a manual for authority, customs, and local society coordination procedures.

The WorleyParsons organization charts for the IPMT are provided in Section 4 of the pro-posal. The organization charts are structured to show the WorleyParsons participation inthe SORESCO IPMT at the three different phases of the contract work. This PEP describesthe three phases of the contract work as follows: Phase I FEED (WorleyParsons offices),Phase II EPC Contractor (EP offices), and Phase III EPC Contractor (Site). Section 4 alsoprovides the roles and responsibilities of key personnel and a list of key personnel. Resumes of key personnel are provided with theTechnical Proposal ina separately-bound Resume Appendix.

In addition to the IPMT organization charts, we provide in Section 4 organizationcharts forthe SORESCO Contract Structure, the WorleyParsons Greenfield Project Overall Organiza

tion, the WorleyParsons Typical Project Management Team for FEED Phase, and the WorleyParsons Typical Engineering Management Team for FEED Phase.

Project Locations

The WorleyParsons staffwill be assembled from a collection of personnel from Monrovia,Beijing, Qingdao, and Colombia to execute the FEED and support the PROJECT throughstart-up and final documentation. PMC work locations will include Beijing, San José, Limón, Monrovia (WorleyParsons revamp team in the USA), and EPC Contractor's offices,

based on the awarded of EPC contracts.

The PEP is based on sharing workbetween the WorleyParsons resources in Monrovia, Beijing, Colombia. The workshare process will follow the normal WorleyParsons Work Package method that has been successfully used on previous projects. Section 14 contains a description of the WorleyParsons workshare process.

Adequate onsite management presence is a key lesson-learned from execution of large pro-

WorleyParsonssouices -.




jects, and WorleyParsons recommends the IPMT be very aggressive in mobilization of itsstaffing to the EPC Contractor's offices. Another lesson-leamed is continuity of personnelthroughout the project, and this is an área upon which WorleyParsons places a high emphasis. We plan to staffthe EPC Phase II and III with resources involved in FEED to retaincontinuity of staff throughout the program.

Project Initiation

Upon PMC contract award, very high near-term priorities will be mobilization of personnelto the IPMT and formation of a 90-day work plan. This 90-daywork plan will identify mo-bilization/start-up tasks to be addressed on a priority basis. The following activities areconsidered high priority:

• Support rapid mobilization of personnel to the IPMT, and begin immediate development of critical documents.

• Conduct a Project Kick-off Meeting with all stakeholders to achieve the SORESCOobjectives.

• Develop a detailed PEP for FEED.

• Conduct team building and alignment workshops to effectively intégrate theSORESCO and WorleyParsons IPMT members.

• Prepare plan for License Technology and Process Design Packages.

• Develop an EPC Contracting Strategy and Plan.

• Develop a Contracting Plan for Costa Rica Consultant on local authority, codes, andstandards.

• Develop a Contracting Plan for Training to support refinery operations.

• Prepare a budget for IPMT and FEED activities.

• Prepare Master Project Schedule.

• Prepare a FEED Execution Schedule.

• Develop and issue Project Procedures Manual.

• Developa plan for Project Specific Specifications.

*• Develop an Interface Management Plan.

• Develop a Project Control Plan.

WorleyParsons




• Develop a Health, Safety and Environmental (HSE) Plan.

• Determine Financial Accounting System to collect and report expenditures and com-

mitments, contract compliance requirements to approve subcontractor and supplier invoices forpayment, procedures to be adopted for payment of contractor and vendor in

voices.

Project Management Teams

The FEED Phase is clearly a key stage to the success of the PROJECT. The FEED Phaseinvolves production of a large volume of deliverables, and includes development and issueof a number of documents that will govern how the PROJECT will be managed and executed over its project life. Project Management Teams (PMTs) will be assigned responsibility for a group of process units. As shown on the organization charts, we plan to have aProject Manager for Greenfield FEED and a Project Manager for Revamp FEED. TheGreenfield Project Manager will have two Project Management Teams for ISBL and OSBLFEED, located in Beijing,and the Revamp Project Managerwill handlemodifications to allexisting facilities, located in Monrovia. In Costa Rica we will have a design team to support gathering field information and confirming existing design conditions in support ofFEED.

The PMT(s) will self-perform FEED activities on a lump sum basis for Greenfield áreas(ISBL/OSBL) and on a cost reimbursable basis for Revamp and all áreas outside theGreenfield battery limits. The FEED Execution Plan, later in this PEP, describes in more

detail the FEED activities.

During FEED we will select the technology providers either licensor designs or open artdesigns. Achallenging management issue will be the fact that each licensor has a differentstandard of definition and completion of Process Design Package (PDP) deliverables. Toachieve a consistent and common baseline to begin FEED, we will stipulate the exact deliverables required ofeach PDP-provider. Each PMT will ensure each PDP provider develops

its designs to a consistent level of completion and ensure a thorough level of integrationprior to start of FEED.

While Process PDP(s) are being developed, each PMT will formúlate its strategy and plans

to execute FEED activities. As the licensor and open art process design package informa

tion is received, staffingof each PMT will increase, refiecting the increase in activity of theoverall project. Expanding from possibly only the Project Manager and key process engineers) duringthe Process Design Phase, each PMT will add staff in engineering, procurement and contracting, cost and scheduling, estimating, HSE, QM, etc.

Interface Management

The size, nature, and complexity of the PROJECT will, by necessity, créate numerous inter

faces to be managed by the Interface Managers. The Interface Managers will be the responsible interface between the different licensors and PDP providers, between FEED

WorleyParsons

SORESCODevelopment of the PMC+FEEDforThe Moin Refinery Expansión and Modernization Project


Page8 of 16

PMTs, between múltiple EPC Contractors, and between all contractors at the site. Conse-quently, the IPMT must be an organization that communicates efficiently to manage thesenumerous interfaces effectively. Thus, the FEED Organization Chart shows an InterfaceProject Manager reporting to the Deputy Project Director and supporting the PMT activities.

Interface Management will be a significant key to success. For projects of this size andcomplexity, WorleyParsons has had continued success by formalizing the process to manage interfaces (both internal and external) and by appointment ofa dedicated InterfaceManagement Team. Technical and organizational interfaces will be created whenever thereisa contractual, execution, or legal requirement to be fulfilled between the IPMT and othersthroughout the project. Ifthe project goals are to be met, successful management oftheseinterfaces ismandatory. Key elements ofsuccessful interface management will include:

• Identification of interfaces and the issues to be addressed

• For each key interface, establish the roles and responsibilities ofthe parties involved.

• Establish the systems, policies, standards, procedures, and practices that apply to theinterface.

• Communicate the interface requirements and results to all parties involved and document these results to the IPMT.

Section 8.4 of this PEP provides a brief description of the Interface Management processthat will be tailored to the specifíc requirements of this PROJECT.

Project Standards

Early in the FEED Phase, the IPMT will begin development ofProject Standards, and thisactivity should be completed to support procurement of long lead equipment (LLE) andpreparation ofthe EPC bid package. The Project Standards should be comprehensive toensure uniformity ofdesign and equipment selection across the project. These Standardswill start with Chínese standards and reflect the appropriate requirements of InternationalStandards. Additionally, Costa Rica local requirements will be reviewed and incorporatedinto the Project Standards, as appropriate. ACosta Rica Engineering subcontractor will beselected to provide input to these Project Standards.

Contracting Strategy

Within the first months after IPMT mobilization, the IPMT must address and finalize theproject contracting strategy and plan for the EPC Contractor. The Contracting Plan shouldbe in-place well before the start ofcompleting FEED deliverables. Developing this Plan iscritical, and it must consider the intemational engineering and construction industry level ofactivity, and the number of onshore and offshore contractors capable of executing theSORESCO tenders.

SORESCO

WorleyParsons•esoutces S energy




EPC Tendering

Early in FEED, the IPMT must address a number of matters regarding its contracting plan,including terms and conditions to be used in each contract, the strategy related to ParentCompany Guarantees, Letters of Credit, Performance Bonds, contract payment provisionsrelated to achieving pre-determined milestones, HSE reporting procedures, etc.

As FEED approaches approximately 12-15% complete, the IPMT will begin preparing thetechnical scope of work to be included in each EPC tender package. Each PMT will haveprimary management responsibility for its technical scope ofwork.

The IPMT Procurement Organization will be responsible for overall assembly of each tender package, although PMT Project Management, Engineering, and Construction will alsotake a very active role in this process.

Consistent with the SORESCO Contracting Strategy, the IPMT will prequalify the EPCcontractors. The IPMTwill manage all aspects related to EPC tendering. Specifically, anIPMT Contracts Manager will be the focal point for all Communications with the bidders toensure the integrity of the tendering process. The Contracts Manager will receive questionsfrom bidders and route these queries to relevant IPMT personnel for resolution. The Contract Manager will transmit responses to all bidders' questions. Time is of the essence during each tender, so the IPMT should attempt to respond to each question in no more thanfive working days.

All contracts will be evaluated in strict compliance with tendering procedures developed bythe IPMT Procurement group. These procedures will identify how each bid will be evaluated, both commercially and technically. WorleyParsons recommends dedicated evaluationteams for each EPC bid, given their size and complexity. IPMT sénior management willhave the final review of recommendations by the evaluation team before sending the rec

ommendation to the IPMT Project Director for approval.

Procurement Long Lead Equipment (LLE)

Similar to management of EPC tendering, the IPMT Procurement Organization will be responsible for tendering and award of long lead equipment. The IPMT Procurement groupwill coordínate with each PMT Project Manager to identify LLE for each process unit, andto then contact potential manufacturers to verify theestimated delivery cycles.

PMT personnel will manage tendering, negotiation, and award of all LLE during FEED.Each LLE purchase order will have provisions allowing the IMPT to assign the purchaseorder to the relevant EPC Contractor. WorleyParsons recommends that the EPC Contractor

assume responsibility of the LLE as the basis of their contract award. LLE technicalevaluation will be undertaken by the respective PMT, and the commercial evaluation willbe performed at the Procurement Organization. For process units requiring "like kind"LLE, IPMT procurement personnel will coordínate these requirements across múltiplePMT's to tender and award these similar items in a common purchase order, if possible.

WorleyParsons




Section 8.9 of this PEPprovides a listof potential LLE by equipment type and process unit.

Project Procedures

As a major International Contractor, WorleyParsons has extensive project procedures thatgovern every aspect of our activities, and our procedures have been proven in the E&C industry overthe last thirty years. For brevíty, theTable of Contents of our Procedure Libraryfollows:

Table 8-2. Procedure Library Contents

Title

Section 01 Introduction and Overview

Section 02 Project Overview

Section 03 Project Execution Plan Preparation Guide

Section 04 Contract

Section 05 Project Startup

Section 06 Project Organization and Responsibilities

Section 07 Project Coordination and Administration

Section 08 Document Management

Section 09 Project Controls

Section 10 Engineering

Section 11 Materials Management

Section 12 Construction

Section 13 Safety, Health, and Environmental

Section 14Quality Assurance and Quality Control

Section 15 Change Management

Section 16 División of Responsibility

Section 17 Accounting and Billing

Section 18 Project Permits and Licenses

Section 19 Project Closeout

Each major área contains detailed procedures relating to activities within that discipline.These procedures will be modified as appropriate for this project and will be submitted forSORESCO approval.

Project Permitting Plan

Soon after mobilization the IPMT will discuss the status of the Project Permitting Plan.

WorleyParsons>sources S ei




The IPMT will identify the FEED deliverables that support the Permitting Plan and will establish the dates the information will be issued. WorleyParsons will also review the EIA

Report to ensure the design will be in compliancewith the requirements.

Cost Estimating

Early in FEED the IPMT will oversee development of a ±10%cost estimate for the PROJECT. This estimate will be issued near the end of FEED, this deliverable will be prepared

and submitted to SORESCO prior to the opening of the EPC proposals. The Estimatinggroup will prepare an Estimate Plan Basis to establish the methods, factors, engineering in-puts, construction inputs, labor relations historical inputs and a schedule of activities. TheEstimate will follow the Work Breakdown Structure (WBS) to ensure comparison to each

EPC Contractor Package.

Contingency for each estimate will be developed using a Monte Cario probabilistic tech-nique, where thecost for each major component of theestimate will beassessed based upona perceived accuracy range by those most familiar with the details of each process unit andcontract package scope.

Early Construction

The WorleyParsons is prepared to assist SORESCO to develop and particípate in an EarlyConstruction Plan. We recognize that the Greenfield facilities may require design, procurement, subcontracts, and construction activities to support site preparation and overall

infrastructure improvements for construction related activities. We have knowledge andexperience staff to assess existing conditions and establish a Plan for Early Construction.The SORESCO overall schedule shows construction activities prior to the award of EPC

Contractors and we would like the opportunity to discuss the PMC services that we can

provide.

EPC Contractor Phase II / Phase III

Duringthe Phases II and III, the IPMT will continué with of the overall management structure developed during Phase I. In Phase II the IPMT management centrewill reside in theEPC Contractors office and will eventually transition to the construction. Upon the awardof EPC contracts, the selected IPMT and PMT members will transition to the EPC Contrac

tor office. The staffing of the IPMT will depend on the number of EPC Contractors andtheir location. WorleyParsons has initially assumed one EPC Contractor. Selection of múltiple EPC Contracts may increase IMPT staffing, refiective of the increased level of activity,project expenditure rate, and the number of physical locations where project activities willbe underway. The IPMT will have the responsibility of quality, HSE, schedule, and costmanagement of their EPC Contractor. SomeIMPT/PMT personnel will gradually transitionfrom the EPC offices to the jobsite, following the natural progression of the project. Continuation of the PMT responsibility for designated process áreas will continué into thePhase II and III, depending on the project requirements.

'0

SORESCO

WorleyParsonsti I energy



EPC Engineering and Procurement

The IMPT will manage all the EPC Contractor's work in the contractor's office and at theconstruction site per the identified responsibilities consistent with the SORESCO PMCScope ofWork document and the WorleyParsons PMC procedures. These responsibilitieswill include review and approval of EPC contractor drawings, participation in HAZOP's at70% design completion, review and approval ofdata sheets and procurement specifications,participation in process control system design, monitoring engineering progress, management oversightof their QM audit activities, etc.

IPMT Procurement personnel will perform oversight of the EPC contractor's procurementactivities, ensuring purchasing is undertaken in concert with the EPC contract, the SORESCO Approved Manufacturera List (AML), the Quality Control Plan, the Expediting Planand that purchase orders are made in compliance with the project schedule.

Project controls personnel at each EPC contractor will consist ofboth cost and schedulingspecialists. Scheduling personnel will monitor all activities ofthe EPC contractor to ensuretheir progress milestones are being achieved and that their schedule forecasts are realistic.Cost control personnel will keep the forecast for their contract scope current, recommendchanges to contingency as appropriate, and take a lead role in managing contractor-requested change orders.

The IPMT will have a quality representative at each EPC contractor's location during design and procurement. The quality representatives will ensure EPC contractor compliancewith project requirements and procedures, will ensure all required inspections are performed by the EPC contractors, and will review all procurement and related inspectiondocuments.

The IPMT will continué to manage the HSE program during Phase II to the objectives ofthe HSE Plan, i.e., to protect and safeguard the people, assets, and environment of thePROJECT.

The IPMT HSE Manager and his staff shall be responsible for execution of the HSE Planduring Phase II and III. The HSE organization will be proactive in their ¡nvolvement ofalldesign, procurement, and construction activities at all project locations and will act as thedriving forcé totrain and motívate all personnel in the tenets ofthe "Zero Incident Philosophy."

HSE personnel will work closely with the contractor to ensure the HSE Program is under-stood and implemented across the contractor's complete scope ofwork. During detailedengineering HSE, personnel will particípate in numerous aspects, including involvement inprocess unit safety reviews, developing plant operations philosophy, environmental reviews,and HAZOPs. HSE personnel will ensure that each finding from design engineering reviews meet the intent of and are compatible with the overall HSE program.

(¡^

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Page 13 of 16Development of the PMC+FEED forThe Moin RefineryExpansiónand Modernization Project

EPC Construction

The Construction Manager as part ofthe PMC takes the lead, with direction from the Dep-uty Program Director for constmction, initiating overall project construction services. Hewill be supported by a Constmction Management Team (CMT) that will provide construction input to the PMC during the (FEED) phase, including carrying out constructability reviews, manpower studies, construction temporary facilities planning, rigging studies, mile-stone scheduies that identify long lead items critical to the overall construction schedule, acontracting strategy plan, a procurement plan for EPC contract bid preparation includingassisting with construction contract procurement.

As the EPC contracts are placed, the Construction Manager will intégrate into the PMT taskforcé. He will be supported by Área Construction Managers ateach EPC Contractors office.The Área Construction Managers under the direction of the Constmction Manager will provide construction services support during the detail design, maintaining the intent of theconstructability concepts developed during the FEED phase.

When the EPC Contractors mobilize to the constmction site the Área Construction Managers along with required construction support staff will be mobilized to each respective EPCcontract.

The Área Construction Managers take a lead role in establishing and maintaining safe construction site conditions and behaviors. In addition they are responsible for reviewing andmonitoring the overall progress and performance ofthe work, including quantities installedmaterial control, import and export coordination, expediting, cost and schedule control,quality control ofworkmanship and compliance with drawings and specifications.

The CMTwill review the EPC Contractors' constmction organization, coordination procedures, manpower plan, and scheduies. The supervised contractors are required to submitproject organization charts to identify how the contractor plans to manage and staff the project. The proposed organization chart is reviewed to ensure that the contractor providessufficient manpower loading for the scheduled construction activities. The contractuallyrequired coordination procedures, manpower plans, and scheduies are reviewed and moni-tored. The CMT will ensure that the contractors prepare a detailed construction schedulethat is reviewed for compliance with the major milestone schedule. The resulting construction schedule is the basis for monitoring construction progress and is integrated into theoverall program schedule.

The Área Construction Managers attends progress meetings held with the contractors wherethe contractors submit updated progress reports for discussions. The planned and actualmanpower and scheduies are reviewed with and the contractors are held accountable formaintaining schedule. Ifthere are indications that the contractor is not maintaining schedule, the meeting provides the forum for making adjustments to the plan for schedule recovery. When the actual construction progress is behind the planned progress, the Área Construction Managers makes recommendations for adjustments that may include additional

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Page 14 of 16

manpower, additional cranes, additional equipment, or other schedule recovery plans.

The CMT will assist with the preparation of change orders including assessing any impactsthey may have to the schedule, including monitoring of progress and verification of invoices.

Each EPC Contractor will be responsible for procuring materials and equipment for theirscope ofwork. Aprocurement plan will be required based on dates in the master milestoneschedule, and the detailed construction schedule requirements. The CMT will reviewplanned delivery dates for materials and equipment, which will support the constructionschedule and system handover. The actual Required on Site (ROS) dates are continuouslymonitored by reviewing material status reports, with project controls providing oversight tothe material receiving dates to support the construction schedule. In the event there is aslippage in the (ROS) date the impacts to the schedule can be identified and assessed early.The CMT will assist the contractor in developing work around plans that will support the

constmction schedule.

The construction QA/QC Coordinator will assist in the management of the fabrication workincluding the monitoring of the contractors' program for handling, storage, preservation,and preventative maintenance ofthe materials and equipment prior to instaliation. The constmction QA/QC Coordinator will monitor and inspect the constmction work to verifycompliance with specifications and safety requirements. The construction QA/QC Coordinator is also responsible for interfacing with the contractors Inspectors to witness and verifyconstruction installations.

The CMTwill establish a comprehensive HSE program for the PROJECT, consistent withWorleyParsons' experience and Moin Refinery requirements. The IPMT will apply theHSE Program to all EPC Contractors and monitor the overall program.

The CMT will establish a comprehensive Quality program for the PROJECT, consistentwith WorleyParsons' experience and Moin Refinery requirements. The IPMT will apply theQuality Program to all EPCContractors and monitor the overall program.

Pre-Commissioning, Start-up, Performance Testing

As site construction approaches approximately 90% completion, selected system tumoversmay begin. The CMT will work closely with the EPC to punch-list the systems nearingcompletion. Each system will undergo a rigorous testing and acceptance program, as stipu-lated in the EPC contracts, and thesetests will be witnessed by the CMTto ensureoperabil-ity and compliance to specifications. Once accepted from the contractors, the systems willbe available for turnover to Operations.

Once the total facility completes functional checkout and pre-commissioning, the plant willbe ready for Start-up/Commissioning. Refinery Operations will be responsible for management of this critical activity, but CMT personnel will perform a large supportina role,

SORESCO





given the ¡mportance and criticality of continuity during the final stages of theproject.

Operator training will also be an important program during the months prior to PROJECTcompletion, and the CMT will support Operations in this activity by preparing a TrainingPlan. WorleyParsons can provide additional support if requested.

Performance testing of each refinery unit will be scheduled after successful Start-up of thefacility. Vendor representatives and licensor start-up engineers will be mobilized by theCMT or Operations.

Spare Parts, Materials Coding, and Warehouses

The IPMT will recommend to SORESCO and assist, if requested, in the purchase of a two-

year stock ofspare parts. Additionally the IPMT will provide a manual and procedures forhandlingspare parts and provide a "Material Coding Standard."

Training Plan for Operations

The PROJECT will increase resource and system requirements for operating the modifiedand new facilities at the Moin Refinery. SORESCO has a specifíc objective to develop a

Training Plan during FEED to effectively train personnel and improve refinery systemsprior to completing the constructed facilities. IPMT will work with SORESCO to identifythe Training Plan requirements. To meet this objective, WorleyParsons will prepare a Contract Plan for procuring the services of a Consultant to develop a Training Plan for the refinery operations, maintenance (O&M) and administrative personnel.

The Contract Plan will include the following:

• Consult with SORESCO to clarify their requirements and understand their current and

future resources

• Conduct a survey of potential Consultants to provide the services

• Pre-qualify the Consultant to establish the bidders list

• Develop a Scope of Work document, includinga schedule of activities

• Prepare a Bid Package for these services

• Evalúate the bids both technically and commercially

• Provide a Recommendation for award by SORESCO

The IPMTwill assign a dedicated Project Manager to manage this contract for SORESCO.We recommend that selected SORESCO personnel be assigned to work with the ProjectManager to give guidance, to ensure that the plan is comprehensive and to monitor the progressof the work. TheTraining Planwill include the following:

WorleyParsons




• Organization Charts

• Job Descriptions

• Operationing Manuals

• Procedures

• Description of Pre-commissions, Commissioning, Start-up, and Operating functions

• Resource plans for Training personnel

• Training Schedule for Training personnel

• Cost Estimate

Trainer's training program will be structured specifically for SORESCO facilities, for CostaRican, and to the specialties they require. Training includes classroom instructions andpractices in refinery. The logistics of travel to and from China, accommodations, personalsafety, and translation of languages will be included in the program. An in-China trainingschedule will be prepared to track training progress. Trainees and trainers will be moni-tored that they achieve expectations.

Initially, SORESCO personnel will be trained in China, they will be certified and return toCosta Rica. Selected Chínese trainers will also go to Limón refinery work as mentors to

their SORESCO counterparts and continué the training, as needed.

We recommended that the Chínese mentors shall stay on the jobs for additional 6 months toa year. During this extended time, they are to continué working with SORESCO counterparts to assist in O&M of the new refinery. Safe operations, improve operating efficiency,máximum íhroughput, de-bottle necking, minimize waste, and reduce energy consumptionwill be achieved in this time. Also it is important to train SORESCO O&M in the normaloperations, start-up, shutdown, and emergency operations of the refinery.

After the extended period, the SORESCO personnel will be fully familiar with the operations of the refinery. The Chínese mentors will retum to China. The extended period willbe included in the Training contract scope, if desired by SORESCO.




Page 1 of 42

Exhibit B2 - SORESCO FEED Execution Plan

1 SORESCO FEED Engineering Execution PlanThis SORESCO FEED Execution Plan has been developed to suit the needs of the MoinRefinery Expansión and Modernization Project. The Project will use the well establishedWorleyParsons Enterprise Management Systems to perform this work. This work processwill be adapted to match up with SORESCO FEED Scope of Work. These are the samework processes we are successfully employing for all clients, especially where we havemúltiple project multi-site programs.

In Section 8.9 of this SORESCO FEED Execution plan the FEED Schedule Level 2 is presented to show major SORESCO FEED activities, including technology selection, PFDcompletion, P&ID completion, plant layout completion, long lead procurement, and manyother SORESCO FEED activities.

From lessons leamed on the Ras Tanura Project and other recent projects, which wereFEED contracts, WorleyParsons will expedite:

• Early development of Project Specifications to meet discipline engineering requirements

• Early completion of development of the Linear Program to confirm the overall Material Balances and unit capacities.

• Early start ofthe process modeling for the Crude and Vacuum units to confirm the feedqualities to all the licensedunits for an early start

• Realistic schedule for Expenditure Request Approval Phase to achieve the requestedquality for the EPC Phase

• Early preparation of Project Execution Administrative Procedure (PEAP) and agreedas early as possible

• Interface requirements between all work áreas to beaddressed during the early stage ofthe project

A series of early reviews will be planned to:

• Review the Feasibility Study Report (FSR) and SORESCO provided information

• Review and challenge all designs

• Complete scopeevaluations and studies to date

• Find methods to enhance project economics

• Start piping specifications

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WorleyParsonsresources (4 energy



• Conduct valué engineering assessments

• Conduct risk analysisand plans to mitígate the risks

• Conduct preliminary hazard analysis

• Ensure that work conforms to project procedures

• Valídate engineering procedures

• Constructability reviews

During the first two weeks of the project, Engineering Reviews of FSR are planned to enable the team to become familiar with the processing concepts and to establish a solid understanding of the technical basis of the designs. These up-front reviews afford an oppor-tunity to identify and recommend potential changes to the design to realize capital, operating and maintenance cost savings, enhanced operability and maintainability, and to correctpossible errors. We envision that these reviews are conducted in cióse coordination withSORESCO to assure that we are fully cognizant of all important considerations that formthe basis of the design. Subsequently, we will finalize the design basis, unit capacities andassumptions. We also plan to start working on the Scope Evaluations to complete the identified studies as early as possible.

Engineering Approach

The Engineering Manager is responsible to the SORESCO FEED Project Manager for theengineering design of the PROJECT. Reporting to the Engineering Manager are the leadengineersof each of the engineering disciplines.

Process Engineenng

The process engineering team will be responsible for managing and developing all processengineering FEED deliverables for the Moin Refinery. We will utilize as much know howand similar designs as we can toexpedite the start of the project. We will draw on the workdone in the FSR and use the deliverables developed as the starting point for the FEEDphase. The process engineering team will complete the validation ofCase 10 and the PalmOil study and other scope evaluations ¡n order to support the development and completionofthe FEED package. Process engineering activities will cover all the Greenfield work áreas. The process engineering team will also liaise with the process Licensors and processdesign package vendors, where appropriate, and particípate in design reviews. For FEED,we anticípate three reviews, namely an in-house review, process safety review and a designreview.

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Process Engineering Team Organization

The process engineering team will be organized into Project Management Teams. Overallcoordination will be by the Process Manager. We will have several lead engineers managing groups of related units including the licensed units as follows:

•

•

•

•

•

Atmospheric Distillation Unit

Vacuum Distillation Unit

Diesel Hydrotreating Unit

Delayed Coker Unit

Hydrocracking Unit

Hydrogen Plant

Dry Gas/LPG Scrubbing

Naphtha Hydrotreater Unit

Kerosene Hydrotreater Unit

CCR

Isomerization Unit

PSA Unit

Sulfur Recovery and Sour Water Stripper

Utility and Offsite Systems

Tank farm and Interconnectíng Pipelines

Product blending

Our leadership team are experienced engineers in distillation and gas processing, hydrotreating, hydrocracking, delayed coking, CCR, and Isomerization as well as offsites andutility systems.

Experienced Lead process engineers familiar with FEED design practices will be assignedto each unit, and will be supported by the appropriate numbers ofprocess engineers neededto complete the design activities and further development of the FEED package. Teamalignment with SORESCO will be achieved by the early completion of the project plansand scheduies. In parallel the team leadership will complete the design basis and designcriteriadocuments that will serveas the guidelines for the process design of the refinery.

The team will conduct weekly progress review meetings, which will review tasks, identifygoals and responsibilities and completion dates for the next week. Completion of all theScope Evaluations and the design basis and design criteria documents at an early stage isconsidered a key activity that isonthe critical path for completion ofthe FEED.

Scope Evaluation

WorleyParsons recognizes the importance ofcompleting the scope and study evaluations asearly as possible. As such we have assigned the responsibility ofcompleting the scope studies by Select Specialist engineers. Our Select Specialists are highly experienced engineersin Front End Engineering covering all engineering disciplines. We can mobilize this.team

'•*>

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at any time as needed. The following Scope Evaluations will be considered:

• Validation of Case 10 and the Palm Oil study

• LP Modeling and detailed process modeling

• Energy Optimization, Pinch Analysis, and Heat Integration studies for all energy intensive units within the units and across the units.

• Fiare Evaluation of select type of Fiares and impact on plot space

• Fuel Selection study using the LP model to select the most cost effective fuel for theRefinery

• LPG Recovery system optimization to evalúate increasing recovery levéis of propaneand butane

• Evalúate and select Flue Gas Desulphurization Technology

• Waste Water Study Report to review Refinery effluents

• Cooling Water Source Study to evalúate the most cost effective option for cooling ser

vices

• Utility Water requirements to confirm actual needs and reconsidering use of recycledwater

• Steam Sources Selection study to evalúate the sources of steam generation and utiliza-

tion

• Environmental Impact Assessment to identify the impact of the project on theenvironment, emissions, and the means for mitigating these emissions to meet local and provincial requirements.

• Preliminary Hazard Assessment and implementation of the results on theproject

• Tankage and Blending system assessment to reduce total storage volume in the tankfarm

• The project shall consider theusing RO to produce boiler feed quality water

• RAM modeling to confirm train configuration, use of common equipment and sparing

philosophy

• Review of cost saving opportunities as follows:

- Interface betweenthe existing Moin Refinery systemsand Greenfield location

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- ProductStorage reduction usinginline blending

- Hydrogen gas distribution system toconsider once through or cascade systems

- Recovering hydrogen from Hydrocracker offgas using PSA

- Heat Exchanger Network designs using Pinch Technology

- Amine system design velocity vs. material selection

- Assess impact of crude unit desalter design on reliability/stability and also consider caustic dosing and location

- Consideration of relaxing máximum radiation intensity to reduce plot space

Consider using standard vendor Nitrogen Generation packages

Overview of Process Engineering Activities

The progress ofthe process engineering FEED deliverables will proceed according to theproject plan developed and completed during the early stages ofthe project.

We anticípatehaving the following key stages:

• Complete and finalize the overall process configuration, identify unit capacitíes andfeed qualities to each unit of the units and finalize intermedíate and product tankagerequirements.

• Complete and issue approved design basis identífying plant íhroughput, units, capacitíesand product specifications, as well as utility systems.

• Complete and issue the process design criteria document that describes the design criteria for all the equipment and utility systems including meteorological data and siteconditions and defines the economic criteria for study work.

• Finalize licensor selection and issue process duty specifications to all the licensors tostart their designs as early as possible.

• Start working on developing unit designs to produce heat and material balances, PFDs,equipment lists, and utility summaries. Coordínate with licensors to reléase packagesas it is completed to finalize PFDs and equipment lists

• Expedite P&ID development and coordínate with licensors the reléase of typicalP&IDs for early drafting.

• Complete FEED package deliverables for the Project Execution Schedule, and the EFJCContractor package.

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Process Design and Optimization

It is our plan to use our Select Specialist to start all the studies in parallel with the FEEDactivities in order to meet the overall FEED schedule requirements. WorleyParsons usesthe latest process simulation tools. For Refinery applications we normally recommend using Invesys' PROII simulation software. We also plan on using Aspen's Energy Optimization tools tocomplete the Pinch analysis and heat integration studies.

Valué Engineering

We plan on using our Select Specialists to particípate in the Valué Engineering sessions.Our Select Specialists are well qualified for the task, and they represent an independent en-tity ofthe WorleyParsons organization they can complete an unbiased study report.

Process Hazard Analysis

The Process Hazard Analysis reviews will be scheduled in a timely manner in stages to finalize the process configuration and design. We recommend several Process Hazard Analyses, namely, the Preliminary Hazard Analysis once the PFDs are completed. The pre HAZOP Analysis will be held prior to issuing the P&IDs for design. It is anticipated that wewill have two revisions of the P&IDs one for approval and one for design. Afinal HAZOPanalysis will beconducted after the final design issue.

Licensor Interface

WorleyParsons has agreat deal ofexperience working with licensors and we have executednon-disclosure agreements with most ofthe major licensors such as Axens, UOP, Chevron,and WorleyParsons. Once the licensors have been identified we will update the agreements.The Ras Tanura Refinery as well as other projects involved management of licensor workon front end designs for several NHT, Reformer/CCR, Prime G+, DHT and Hydrocrackersunits for SAMREF, Saudi Aramco, Chevron and New Zealand Refining projects. Asa re-sult, we know the issues which must be managed in dealing with licensors and integratingtheir input to the entire project such as:

• Incorporating licensor work and information into the overall project schedule and plans.

• Writing licensor design basis and duty specifications and contracts so that licensorwork can be managed effectively

It is vitally important to keep the project on track and that licensor work is scheduled properly. This includes developing good licensor specifications so that licensors do not recycletheir work, allowing adequate time to evalúate proposals and select licensors ifneeded, anddeveloping a work plan to receive preliminary licensor information in a timely fashion.Plant battery limits and interface conditions cannot be fínalized until licensors informationis completed. This means that the work ofone licensor may affect another unit.

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Page 7 of 42Development of the PMC+FEED forThe Moin Refinery Expansiónand Modernization Project

The schedule will normally not allow licensor work to be completed before products andtheir conditions are established for downstream plants. Therefore, licensor scheduies andcontracts should require preliminary information so that work on other plants and utility andinfrastmcture work may proceed. The project teams dealing with licensors must be activelyinvolved with them ona continuing basis to keep the entire project moving.

Achieving these technical results will not happen without a proactive, coordinated management team. This means that not only must each project team responsible for aplant orgroup ofplants work well but that the project managers and their teams intégrate and coordínate activities of all groups. Teamwork isessential.

Process Engineering Deliverables

Process engineering deliverables for Revamp and Greenfield facilities are envisaged to beas follows:

•

•

•

•

•

•

Project Definition

Process descriptions

Design basis document

Design criteria document

Equipment lists

LP models and Block Flow Diagrams

PFDs

Heat and material balances

MSDs

Process P&IDs

Utility P&IDs

Interconnecting P&IDs

Piping Interface drawings

Utility summaries

Line lists

Tie-in Lists

Process and mechanical equipment data sheets

Schedule of hazardous materials

Project proposal narrative (process section)Instrument data sheets and instrument list

Reliefvalve summary, calculationsand datasheetsCatalystand chemicalssummariesEffluent summaries

Hazardous material data sheets

Cause and effect diagrams

Analyzer data sheets

Calculation Index

Process studies write-ups

Operating Guidelines and Philosophy

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Page8of42Development of the PMC+FEED forThe Moin Refinery Expansión and Modernization Project

• EPC Contractor process scope ofwork

The Operating Guideline and Philosophy documents the design basis, process flow andcontrol, start-up and shutdown operating procedures, catalyst loading/unloading, and dis-cusses relief systems, fire protection, emergency shutdown (ESD) systems, control system,maintenance isolation, de-pressuring, andemergency practices.

Electrical Engineering

The electrical FEED design will be carried out in accordance with Chínese applicable standards and codes ofpractice. The FEED effort will concéntrate on developing the design toa level of detail sufficient to produce a ±10% estimate and allow EPC Contractor bidding.This will include developing specifications and data sheets for major electrical items so thatprocurement may be efficiently executed. The electrical engineering will be organized asPMT reporting to their respective engineering managers and responsible for their specifícscope of works.

We will also focus on space planning, both for electrical equipment and cable containmentrouting, in order that plant layout is optimized. The electrical engineering will be organizedas PMT teams. Recognizing the extensive electric work in the new and existing facilities,and the high voltage, large size, long lead switchgears and transformers that must meetPROJECT requirements; we will expedite to complete the studies. The identified studiesare:


• Transient Stability study

• Energy optimization

With respect to the deliverables list we propose to address these as follows:

Preliminary Electrical Load List

Using the process/mechanical equipment list as the starting point, we will develop a LoadList to include motor power, efficiency, power factor, load factor, and diversity. We willalso include all substation feeders, large individual motor médium voltage supplies, building related loads, lighting, HVAC etc. for completeness.

The Load List will include details of the all substations, switchgear, and source motor con

trol centers such that the total plant load and load distribution can be determined. Criticaland non-critical motors will be indicated as well as standby units which will result in theproduction ofdetails for total connected load, peak loads, and average 24hr loads. Fromthe cable calculation package a comprehensive cable quantity summary will be automati-cally produced. The Load List will form the basis for transformer and switchgear selectionand will be kept up to date as the project progresses.

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Electrical Power and Control Strategy

In developing the Electrical Power and Control Strategy we will give due consideration tonormal and abnormal (circuit or transformer failure) conditions. We will develop a robust

electrical distribution system in line with the nature of the plant whilst seeking to minimize

capital cost. The strategy will address any integration of on-site generation and emergencyback-up generation together with synchronization.

Preliminary Single Line Diagrams

Single Line Diagrams will be developed from the Load List and will indícate the electrical

distribution philosophy ¡n schematic form. Single Line Diagrams will indícate all majorelectrical equipment; generators, transformers, switchboards, motorcontrol centers etc. Allvoltage levéis 115kV to 480V, generator and transformer ratings, switchboard and MCC

bus bar current ratings and prospective short-circuit currents will be included.

Preliminary Metering and Protection Single Line Diagrams

These will indícate the location and type of the proposed metering and protection relays us

ing project specifíc specifications.

Preliminary Transformer Sizing and Specification

Transformer sizes will be calculated from the Preliminary Load List and Data Sheets then

prepared accordingly.

Preliminary Área Classifícation Drawings

From the Hazardous Área Classification Study prepared by the process group, we will pre

pare área classification drawings to indícate safe and potentially explosive atmosphere. Gas

group and temperature classification information will be included.

Preliminary Motor Schematics

Preliminary typical motor schematics will be prepared for the various types of motor starterenvisaged (DOL, Star/Delta, Variable Speed Drive etc.). Interfaces with the process control

system will be agreed and indicated.

Preliminary Cable Routing Drawings

These will indícate the major electrical equipment items and the cable raceways between

the Main Incoming substation, the four main distribution substations, the fifteen área substations, and the functional blocks of the plant. Adequate space will be reserved on plot

plans for horizontal and vertical cable routing.

$""

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Page 10of42Development of the PMC+FEED forThe Moin Refinery Expansión and Modernization Project

Preliminary Sub-station Equipment Layout Drawings

Preliminary sub-station equipment layout drawings will be prepared to ensure that sufficientspace isallocated for instaliation, operation, and maintenance of the equipment.

Preliminary Grounding Diagram

The plant grounding philosophy will be indicated schematically onthis drawing. The drawing will indícate all major electrical equipment; generators, transformers, switchboards, motor control centers etc and their interconnection with the grounding network.

Piping Engineering and Design

The piping engineering/design team will be responsible for developing all piping engineering FEED deliverables. It is envisaged that the FEED activities will draw onthe work donein the FSR and use the deliverables developed as the starting point for the FEED phase.

Piping design will be executed by PMT teams.

Piping Área Engineers will be assigned to each área, and will be supported by appropriatenumbers of piping designers to support the design activities and further development of theFEED package. Team alignment will be achieved with an early issue of the site plans anddesign basis, also weekly review meetings which will ensure sound development and identify goals for the coming week. Early PID issues is considered a key activity and sets thecritical path for the piping FEED.

In general, piping will créate 3D CAD models with equipment and major Unes modeled todevelop safe and economic designs which meet all ofChínese and Costa Rica specifications,standards, and requirements. We plan for two 30% and 90% Plot Plan Design and Constructability reviews. The initial Plot Layout review is to establish and agree a safe andeconomic plant layout and the second with review will be major system development in linewith the P&IDs. Plot plan design shall meet industry standard loss prevention requirements.

Piping engineering will particípate in the following studies:

• Space


• Constructability analysis

Overview ofPiping Engineering/DesignActivities

Development of the piping engineering/design FEED deliverables will beexecuted according to the agreed project FEED schedule. This is envisaged as having the following keystages:

• Develop overall and unit plot plans

• Piping layout studies

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Contract No. SOR-PMC+FEED-11-1007Agreementfor Engineering and Project Management Services


• Interface scheduies

• Develop basic 3D piping system routings

• Support ± 10% estimate• Complete FEED package deliverables and narratives• Complete piping design for EPC bid package

Piping Engineering/Design Deliverables

Piping engineering/design deliverables for Greenfield are envisaged to be as follows:

Overall plot plans

Unit plot plans

3d piping model (major systemsonly)

Critical line list

Critical tie-in list

Stress analysis statement

Material line class specifications

Standard specifications

MTO activities

Interface point location drawingsMajor system drawings (only for ISBL)

Project EPC ITB proposal (piping section)

Piping studies write-ups

nstrumentation and Control Engineering

The Instrumentation and Control (I&C) group project task forces will be structured to address the key activities and deliverables associated with the Process Control Systems (PCS),Field Instrumentation and analytical equipment, Instmment Design requirements, and Tele-communications.

The Instrumentation and Control Engineering Scopeof Work for the PROJECT will be executed by PMT teams. Each team will be responsible for their respective scope of work.An overall Lead Instrument Engineer will provide technical direction to the PMT teams.Each PMT will have an Área Instrument Engineers assigned to them, along with the re

quired staffing.

The PCS requirements including required consoles for control room, control system for existing and new control rooms, tank gauging systems, gas chromatographs and analyzers, as-set management system, control systems for the steam turbine and generator trains, oilmovement, storage and blending system (OMSB), custody meters, advanced applications inmúltiple variable control and optimizer systems, air quality and meteorology monitoringsystem (AQ&M), and various terminal controls that include DCS and ESD.

The group will be responsible for; Instrumentation, DCS, ESD, BMS, Telecommunications,

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Page12of42Development of the PMC+FEED forThe Moin Refinery Expansión and Modernization Project

SCADA, CCTV, PA / Site alarms and other systems including I&C requirements for pack-aged equipment. In addition they will provide support and input toother disciplines as necessary. Team alignment will be achieved by preparing a basis ofdesign specification building on the definition developed during the FEED and addressing options presented alongwith a detailed deliverables / activity list together with weekly group meetings.

The group will develop System Specifications, Instrument data sheets, scheduies and designdrawings in accordance with applicable standards and codes of practice and to the appropriate level ofdetail for a FEED study for the purposes ofproviding cost estimate input andan IFP package for EPC Contractors. For critical / long lead items such as Process ControlSystems (particularly DCS, ESD, BMS and SCADA), effort will include activity associatedwith supplier / equipment evaluation and selection.

Instrument and I/O scheduies together with functional specifications and associated designdetail will be prepared for the various systems and issued to SORESCO approved vendorstaken from the regulated vendors list for the purpose of producing a +/-10% cost estimate.Other documents will be referenced to ensurecompliance with inspection and testing / documentation / certification. Formajor equipment, up to three vendor quotations will be reviewed and any omissions corrected and recorded on a technical bid analysis which will bethe basis of the estimate for equipment costs.

PCS definition will address the specifíc requirements of the numerous facility systems andaddress functional requirements, operability, training, architecture, auxiliary systems, interfaces, reliability, availability, and risk criteria together with network architecture and Communications / I/O philosophy. Instrument Design activity shall address space allocationaround the CCR and Process Interface Buildings (P1B), layout, cable routing and contain-ment and instaliation requirements.

Telecommunications requirements will address both the Moin Refinery associated interfaces and Central Control Room (CCR) requirements to provide a single focus for plant ormulti-plant wide operations.

The I&C group will provide Communications systems including: telephone, data net work,underground conduit, copper cable, fiber optic cables, structured cable, mobile radio andtemporary communication facilities for construction.

I&C will provide specifíc input to the following disciplines:

• Mechanical for definition of requirement associated withpackage equipment.

• Process for:

P&ID development

ESD requirements

Electrical for cable routing and interface requirements

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Agreement for Engineeringand Project Management ServicesPage 13 of 42


Mechanical Engineering

The mechanical group will be responsible for: rotating equipment, static equipment, heattransfer equipment and packaged or special equipment. In addition they will provide themetallurgy and welding input to the project and will ensure that noise problems caused byequipment are resolved to ensure compliance with project specifications and environmentalstandards. Team alignment will be achieved by preparing a basis ofdesign document, detailed deliverables lists, and an activity list and by weekly group meetings.

The mechanical group will perform preliminary designs for vessels and shell and tube heatexchangers to ensure that the Civil-Structural and Piping groups have the required data toprogress their work. To meet FEED objectives, the mechanical group will prioritize datasheet preparation to meet the PROJECT needs for procurement of long lead equipment(LLE) and data sheets needed for the FEED Cost Estimate.

Similar LLE equipment will be compiled into packages for issue to SORESCO approvedvendors. Each package will consist ofa data sheet for each main item plus data sheets formotor drivers, gearboxes, seal systems, lube oil systems etc. as appropriate, other documents will be referenced to ensure compliance with the Inspections and Testing Requirements and the Non Material Requirements (NMRs). A máximum of three vendor quota-tions will be reviewed, as selected by the Procurement Manager, and any omissions cor-rected and recorded on a technical bid analysis.

Technically compliant bids will be used as the basis of the estimate for equipment costs andwill provide a detailed record ofour decisión making. All types ofequipment will be han-dled in this way to ensure that the equipment cost estimate is sufficiently accurate to support a ±10% Cost Estimate. The Process discipline will start the equipment list and Mechanical will take it over and add detailed information as it becomes available.

Input to the EPC Contractor bid package will be provided and bidder's documents will bereviewed and data provided for the Environmental Impact Assessment (EIA) i.e., noise datafor machinery and liquids, gasses and noise emissions from packaged / special equipment.

Gfr"*

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There aremore than 100 pieces of long lead equipment in this project which includes heavywall, alloy, cladded, large diameter vessels, API tanks, pumps, compressors, heat exchangers, fired heaters, turbo-generators, etc. Due to the current market conditions where equipment lead time will be long, we expect to commit many of the LLE early in order to secureshop space to support construction schedule. In addition, we will particípate in variousstudies to help finalize FEED scope, including:

• Space optimization

• Accessibility

• EIA Review

• Electrical Studies

• Constructability review

A client requirements checklist will be prepared after kick-off meeting to ensure all SORESCO requirements for equipment are included in design.

Civil, Structural, and Architectural Engineering

The Civil and Structural groups will beorganized as PMT teams with sénior civil and structural engineers supporting each individual discipline input. The Civil and Stmctural groupwill be managed technically by Lead and Área stmctural and civil engineers will be assigned to the respective PMT(s)

The Civil works will include roads, drainage, undergrounds, and fencing and associated infrastructure. Preliminary designs will proceed as the site data and layouts are developed,continual interaction with the project team will ensure that designs are progressed with theinformation flow. Standarddetails will be incorporated whereverappropriateand all documents will be produced in compliance with PROJECT standards and specifications.

The structural team will be responsible for the buildings, including blast proof/resistingstmctures, plant and pipe rack foundations, pipe racks and pipe bridges, steelwork structures and foundations, substations and plant rooms, compressor and pump bases etc. Thestructures and their foundations including piling will be developed as their individual functional and spatial requirements are confirmed.

The architectural engineer will lead building design to meet industry and Costa Rica requirements including SSD, loss prevention, blast resisting, etc.

Communication Engineering

Communications scope will include the scope required for the PROJECT, and coordinatedwith other engineering groups. Acommunication system lead engineer shall work with allfacilities teams to determine the Communications requirement for the project. This systemengineer shall act as a project engineer to Communications design work. He will obtain,from the client, input parameters for the design work under all Communications disciplines(1SP, OSP, Wireless, Telephone, and Data Network). Ateam consisting of one or more

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Agreement for Engineeringand Project Management ServicesPage 15of42


gineers from each Communications discipline shall work jointly, each under the supervisiónof his respective discipline engineer, to provide a communication design package that isconsistent with other disciplines and that meet the client's standard and specifications.

Communication systems design includes site surveys of existing communication facilities.The next step is the design ofvoice, data, wireless, and cabling networks that makes use ofexisting telephone, data, and wireless backbone. Standard detail shall be produced wherever appropriate and all documents shall be produced in compliance with industry andCosta Rica requirements. Finally, this effort will identify any existing facilities to use andshall provide standard forms to reserve the usage ofsuch facilities.

Engineering Cost Estimate Support

As part of the FEED activities, WorleyParsons will develop a ± 10% cost estimate at theend of the FEED phase. The Engineering Management will produce the deliverables andinputs required by the Project Estimate Plan.

The Project Estimate Plan will be issued early in FEED and will be a live document untilthe estimate iscompleted. This document details the roles and responsibilities, the estimateschedule, the deliverables required and estimating methods and costing date for majorequipment that will be employed to meet the stated estimate accuracy. The document alsoincludes details of scope splits between Revampand Greenfieldáreas.

On dates specifíed in the Estimate Plan the individual project designs will be frozen for theestimate, deliverables will be issued and the estimate commenced. Any changes to the design between this date and the issue of the estimate will be captured and incorporated, al-though these changes will not necessarily have the same level ofaccuracy as the remainderof the estimate.

Aprocess equipment list and utility equipment list will be developed for the estimate andbudget costs solicited from vendors for process equipment and utility equipment. Costswill be technically and commercially conditioned to reflect the expected out-turn costs.Catalogue prices and in-house data from recent similar projects will be used where appropriate. Material take-offs will be prepared by the relevant discipline for instruments, electrical equipment, piping and valves based on the project P&IDs, 3D layouts and GeneralArrangement drawings. Vendor indicative costs or in-house data will be used to cost thematerial take-offs. The material take-offs will be priced using all-up bulk material unitprices. These unit rates will be based on our in-house datábase. Civil and stmctural modi-fications will be treated in a similar way. Consideration will be given to field fabricated

equipment and contracting plan.

Towards the end of the estimate preparation process we will convene a risk fomm to develop the risk register and assess the cost over-mn and under-run limits for each element ofthe estimate. This fomm will involve the SAPMT and WorleyParsons project teams, to

gether with invited experts who bring experience from similar projects. An @RISK Montí

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Cario risk simulation will be mn based on the over-mn and under-run limits to develop acurve oflikely project cost outcomes. This curve is used to identify the contingency alloca-tion together with the confidence ofunder running the Total Installed Project Cost.

A"Basis of Estimate" will be prepared which addresses the type of estimate and range ofaccuracy, the estimate approach, design development provisión, the baseline documents,qualifications, assumptions, and exceptions. The Basis of Estimate will also include acomparison ofthe estimate with the pre-FEED estimate, identifying any changes and theircost impact.

When complete, the estimate will be reviewed for completeness and accuracy by thePMT(s). An estimator who has not been involved in the project will check and benchmarkthe estimate against similar recent projects. Our sénior management will review and signoffthe estimates before they are issued to SORESCO. The EPC costs will reflect the totalof the above equipment, bulk materials, labor costs, package units, and contingency costs.The accuracy of the costwill be approximately ± 10%.

Engineering Support Preparation for EPC BID Packages

As part ofthe FEED activities, WorleyParsons will prepare EPC Bid Packages. The Engineering Management will produce the deliverables and inputs required for these packages.

The EPC bid packages preparation begins concurrently with the FEED Phase ofthe Project.This Phase isaimed atcompleting the basic design along with critical engineering activitiesneeded to complete the Project. Major activities focus on completing design documents,specifications, equipment data sheets, preparing requisitions for the long lead equipment,bid evaluations, and order placement. The main activities envisaged in this phase include:

• Conduct Site Surveys and review Geotechnical reports. Identify any additional Geo-technical Surveys when required

• Develop Project specifíc procedures and any specifications to support the execution ofEPC activities e.g., Packaged Equipment Specifications, Engineering Data Management Plan and CAD / CAE Implementation Plan, Level I ERC Scheduies, Vendor List,Commissioning, Start-Up and tumover specifications, etc.

• Completion of the FEED package to meet the EPC bid package requirements

IT Systems

The Information and Communications Technology (ICT) group is responsible for providingcomputing facilities and support for all project and corporate requirements within WorleyParsons. Specialist teams are responsible for individual application áreas, as listed below:

• Process/Engineering Systems

• ComputerAided Design(CAD) Systems

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• Business (Financial/Accounting) Systems

• Project Management Systems

• Materials Management Systems

• General IS Operations and Communications Support

WorleyParsons ICT currently supports a secure LAN and the connection to the WorleyParsons wide área network (WAN). We are continuously updating our computer systems toimprove effíciency and embrace state-of-the-art technology. We have formed alliances withDell, Microsoft, Cisco, Intergraph, AspenTech, and other vendors to provide their expertiseand support.

The prime means ofcommunication between the WorleyParsons Head Office and the work-sites will be through the use of either router-to-router VPN or personal VPN, depending onthe number of staff to be located at each individual worksite. The WorleyParsons Head Office has a direct connection between all WorleyParsons facilities utilizing Venison's world-wide "Prívate IP" (MPLS) Network. Similarly, ISP connections will be obtained at theworksites, as required.

TheCommunication network will provide access to the various corporate systems availableon WorleyParsons company networks. Methods ofdata transfer between the various partieswill depend on the availability of internet bandwidth at specifíc locations. For sites withlow bandwidth availability, generic FTP (File Transfer Protocol) will be used. For the bulktransfer of document data, synchronization software will be used to take advantage of available bandwidth capacity outside ofworking hours. Where high bandwidth is available, in-teractive access to project documents and data (e.g., through SmartPIant Foundation) willbe utilized.

By constantly upgrading existing desktop hardware, software, and networks, and taking advantage ofmarket-driven enhancements, ICT promotes compatibility, standardization, andreduced operating costs and transmits these benefíts to ourclients.

Áreas of ICT that areof specifíc importance to engineering projects are discussed below.

Process & Engineering Systems

Asubstantial number of engineering-specifíc programs (listed below) are used throughoutWorleyParsons on high specifícation PCs. These include applications such as processsimulation, hazard analysis, and structural analysis. Wherever possible, automated datatransfer between applications is used.

Project team members are provided with PCs and have access toarange ofengineering andgeneral programs via the company network.

Computer Aided Design

WorleyParsons has extensive Computer Aided Design (CAD) facilities available to their

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Page 18of42Development of the PMC+FEED forThe Moin Refinery Expansiónand Modernization Project

Process and Engineering disciplines.

3D CAD isavailable on high-performance workstations for applicable projects for use withPDS modeling software. This provides an interactive design environment with multi-discipline capabilities for clash detection, drawing extraction and material take-off. Additional applications of the Plant Design software include visualization/walk-throughs, construction planning/simulation, construction progress tracking, and field changes/problemresolution. Where appropriate, the 3D model can be handed-over to the client/owner atproject completion, for use as the basis ofan on-line field maintenance datábase. SmartPIant Foundation will be used for data and Document Control across all disciplines and thedatábase will be available to SORESCO at the conclusión of the project.

AutoCAD and MicroStation 2D CAD facilities are available running on advanced PCworkstations linked to local file servers. WorleyParsons will provide CAD file deliverablesas requested.

Productivity improvements are achieved by the extensive use ofstandard symbol libraries,as well as "standard" elements or drawings. Sharing of background information providesgreater ¡nter-discipline coordination. WorleyParsons will adopt Saudi Aramco standards forall CAD deliverables.

In addition to paper, CAD deliverables are available in electronic format, either on CD-ROM, DVD, or via Communications links. WorleyParsons also has extensive experience indata and document handover to various client systems e.g., SAP, Máximo, and Documen-

tum.


The SmartPIant Materials Management System is used to manage all procurement and materials management activities from the initial engineering phases to the completion ofconstruction. SmartPIant Materials is integrated with our 3D Plant Design modeling system foraccurate and timely material control and requisitioning.

IT Operations and Communications Support

The IT group provides and maintains a complete range ofhardware and software throughout the company. Specialists in CAD, systems software, electronic messaging, and Communicationsare available for both corporate and project-specific support.

WorleyParsons has invested heavily in local and wide área Communications and networking.Links have been established between all major WorleyParsons offices in the USA, Europe,Middle East, Australia, Asia, and South America using dedicated high-bandwidth data cir-cuits or secure VPN tunnels on the public internet.

In-house Communications expertise is available for the instaliation and management ofCommunications links within the US and abroad to allow electronic data transfers to

SORESCO





parties, when required. Communications facilities vary between simple dial-up links tohigh-speed land or satellite-based digital circuits.

All PCs provided to WorleyParsons personnel, either desktops, laptops or workstations, areconfigured with a standard software suite (currently Microsoft Windows XP, Office 2003,Microsoft ForeFront Anti-Virus software, etc.). Corporate standards are continually re

viewed to ensure the software is current and compatible with operating systems and hard

ware. Additionally, corporate standard engineering software is provided as required for individual engineering disciplines.

WorleyParsons maintains many corporate software licensing agreements with major software vendors (e.g., Microsoft, Intergraph, Bentley, Aspen Technology) and actively partici-pates in the development of new software producís and releases, where appropriate, such asSmartPIant 3D.

A complete listing of project management and engineering software systems and applications currently in use within WorleyParsons is provided below.



Civil-Structural 50 Zone Capacity Load Calculation Chvac

Civil-Structural ACE for Frameworks Automates the creation and placement of steelelements in the 3D model.

ACESEA

Civil-Structural AISC_Code_Check (ASD).xls AISC Code Check (ASD) WorleyParsons

Civil-Structural Anchor Bolt Design Spreadsheet Anchor Bolt Design PIP(STE05121)

Civil-Structural APILE Plus Program for the Analysis of the AxialCapacity ofDriven Piles

Ensoft, Inc.



Civil-Structural AutoCAD Architectural Augments AutoCAD for designing buildings &structures.

AutoDesk

Civil-Structural BaseplateDesign (ASD).xls Baseplate Design (ASD) WorleyParsons

Civil-Structural BaseplateDesign (LRFD).xls Baseplate Design (LRFD) WorleyParsons

Civil-Structural Centrifugal_Foundation_Design.xls Centrifugal FoundationDesign WorleyParsons

Civil-Structural Civil Tools for Windows

Civil-Structural Descon Brace - ASD DesignOf Steel BracingConnections Omnitech

Associates

Civil-Structural Descon Brace - LRFD DesignOf Steel Bracing Connections(LRFD) Omnitech

Associates







Civil-Structural Descon Brace - MLRFD Design Of Steel Bracing Connections (LRFD)(metric)

Omnitech

Associates

Civil-Structural Descon Win - ASD Design Of Steel Beam Connections Omnitech

Associates

Civil-Structural Descon Win-LRFD Design Of Steel Beam Connections (LRFD) Omnitech

Associates

Civil-Structural Descon Win-MLRFD Design Of Steel Beam Connections (LRFD)(metric)

Omnitech

Associates

Civil-Structural Dike_Containment_V6lume.xls Dike Containment Volume WorleyParsons

Civil-Structural Drilled_Shaft_Design.xls Drilled Shaft Design WorleyParsons

Civil-Structural Foundation3D Foundation3D is a spread and combined footinganalysis/design tool for soil or pile supportedfoundations for industrial equipment such ashorizontal exchangers, horizontal vessels, verticalvessels or towers. pipe racks. etc.

Dimensional

Solutions

Civil-Structural Hydraflow Hydrographs 2004 Hydrograph Model used for simple or complexwatersheds using SCS and/or Rational methods.Develop runoff hydrographs, combininghydrographs. routing them through channels anddesigning detention ponds and diverting singlehydrographs into two.

Intelisolve

Civil-Structural Hydraflow Storm Sewers 2005 Hydrograph Model used for simple or complexwatersheds using SCS and/or Rational methods.Develop runoff hydrographs. combininghydrographs, routing them through channels anddesigning detention ponds and diverting singlehydrographs into two.

Intelisolve

Civil-Structural InRoads Application suite for site design, road design, anddigital terrain modeling. Includes advanced 3Dmodeling, design and analysis, drawingproduction and data management capabilities.

Bentley

Civil-Structural LPILE Plus Program for the Analysis of Piles and DrilledShafts Under Lateral Loads

Ensoft, Inc.

Civil-Structural MasterSpec Specification Library Management ALA

Civil-Structural Moment_Connection.xls Moment Connection WorleyParsons

Civil-Structural PCA Column Analysis and design of rectangular or circularconcrete column sections under uniaxial or

biaxial bending.

Portland Cement

Assn

Civil-Structural PCA Mats Finite element analysis and design of reinforcedconcrete mat foundations and slabs subject tostatic loading. Special attention should be givento modeling.

Portland Cement

Assn

Civil-Structural ReciprocatingFoundationDesign.xls

Reciprocating Foundation Design WorleyParsons





Agreement for Engineeringand Project Management ServicesPage 21 of42


Civil-Structural SACS General 3D structural design and analysis. EngineeringDynamics, Inc

Civil-Structural Spread_Footing_Design.xls Spread Footing Design WorleyParsons

Civil-Structural STAAD Pro General 3D structural design and analysis. Bentley

Civil-Structural Steel_MTO.xls Steel MTO WorleyParsons

Civil-Structural Survey SelectCAD Manageand visualize survey data. Bentley

Civil-Structural Tank Calculates center point of tanks. WorleyParsons

Civil-Structural Unit Converter Converts metric and English Units. WorleyParsons

Civil-Structural Vertical VesselFoundationDesign.xls

Vertical Vessel Foundation Design WorleyParsons

Control Systems Dresser SRVS (Consolidated) Relief valve sizing Dresser

Control Systems Fisher Firstvue Control valve sizing Fisher

Control Systems lnstrucalc Orillee, CV, RV, and RD sizing GulfPublishing

Control Systems ISA S20 SpecForm II ISA data sheet preparation ISA

Control Systems Masoneilan Control valve sizing Masoneilan-

Dresser

Control Systems SmartPIant Instrumentation

(INtools)

Instrument Interactive Datábase Integraph

Control Systems Valtek Performance Control valve sizing Valtek (Flowserve)

Electrical ETAP PowerStation Integrated electrical powersystem analysistool. OperationTechnology, Inc

Electrical Luxicon Lighting Software Lighting Calculations Cooper Lighting

Electrical PC-CKS Conduit and cable schedule, routing. etc. forconduit and cable tray systems.

WorleyParsons

Electrical SKM PowerTools Integrated set of programs written for engineerswho design and analyze industrial and petro-chemical facilities. Includes A_FAULT,CAPTOR, DAPPER, HI_WAVE. I*SIM, andIEC_FAULT.

SKM SystemsAnalysis

Engineering Systems Acrobat Used to créate and annotate Adobe PDF imagesof drawings and other documents.

Adobe

Engineering Systems Aspen Basic Engineering Integrated processengineeringsystem(Zyqad) AspenTech

Engineering Systems AutoCAD 2D CAD drafting application. AutoDesk

Engineering Systems AutoPlant Equipment 3D parametric equipment modeling using object-oriented technology

Bentley

Engineering Systems AutoPlant Isometrics Piping isometric drafting using spec-drivenrouting and component placement

Bentley

Engineering Systems AutoPlant Structural Modeler Quick generation of accurate 3D structural steelmodels

Bentley <>




Page 22 of 42


Discipline Title

Engineering Systems Axiom

Engineering Systems CATS

Engineering Systems Citrix

Engineering Systems InfoMaker

Engineering Systems IPLOT

Engineering Systems ISOGEN

Engineering Systems MathCAD

EngineeringSystems Microsoft Office 2003 Professional

Engineering Systems Microstation

Engineering Systems PDMS

Engineering Systems RasterCAD

Engineering Systems InControl

Engineering Systems SharePoint

EngineeringSystems SmartPIant Foundation

EngineeringSystems SmartPIant Instrumentation

Engineering Systems SmartPIant P&ID

Engineering Systems SmartPIant Review

Engineering Systems SmartSketch

Engineering Systems Text Pad

Engineering Systems Visio

Engineering Systems Visual Studio

Estimating (ffiRisk

Estimating Aspen Capital Cost Estimator

Description

Microstation Add-in

Drawingconversión

Enables remote access to shared desktopapplications.

Report creation software used withINtools

Microstation Plot Server

Extracts and prepares piping isometricsautomatically from the 3-D plant modeldeveloped in PDS.

Math calculations

Wordprocessing, Spreadsheets. E-mail, Databases

2D and 3D CAD. Underlying CAD platform forIntergraph PDS.

Complete3-D Plant Design System program

Ráster vector processing

Engineering progress measurement system.Integrates with Primavera P5.

Web Collaboration

Electronic document and engineering datamanagement system.

Instrument data management - summary, I/O list.data sheets. index. loops.

Intelligent P&ID design application for creationof piping and instrumentation diagrams.Automates the creation of the line list, valve lists,tie-in list, and specialty item list.

3D visualization software for design reviewsessions of PDS models.

Used for creation of schematics. sketches,workflow diagrams, and basic CAD drawings.Saves to either Microstation DGN or AutoCADDWG format.

Text Editor

Used for creation of schematics, sketches, andlogicCAD drawings.

Integration and automation developmentplatform.

Risk assessment software.

EPC project estimate & scheduies generator(Kbase)

Vendor

Axiom

Citrix Systems Inc.

Sybase

Intergraph

Alias

MathCAD

Microsoft

Bentley

Aveva

GTX

WorleyParsons

Microsoft

Intergraph

Intergraph

Intergraph

Intergraph

Intergraph

Helios Software

Solutions

Microsoft

Microsoft

Palisade





Page 23 of 42


Estimating Aspen In-PlantCost Estimator Design, estimating. scheduling, cost-tracking andreporting (IcarusProject Manager - IPM)

Aspentech

Estimating Richardson Process PlantConstruction Est. Stds. (CD

Versión)

Estimating Datábase Aspentech

Mechanical CODECALC Pressure vessel and heat exchanger design. COADE

Mechanical Compress Pressure vessel design. Codeware

Mechanical FRNC Fired Heater Simulation PFR

Mechanical GT Master Thermal power plant simulation. Creates cycleheat balance and equipment designs for giventhermodynamic inputs.

Thermoflow

Mechanical GTPro Thermal power plant design and analysis.Detailed heat balances, cycle flow schematics,equipment designs, and economic analyses.

Thermoflow

Mechanical RCS Shell and Tube Exchanger Mechanical Res. Co.

Mechanical RECIPAK ReciprocatingCompressorSelection QUATRIX

Mechanical Tank API-650 Oil Storage Tank Design COADE

Mechanical Watercycle RX Models and Predicts Corrosión Rates and water

treatments

French Creek

Pipelines Ansys To determine structural adequacy of riser andspool design when subject to jacket and thermalmovements and hydrodynamic torces.

Ansys

Pipelines Map3D Integrates design andgeographic information Auto Desk

Pipelines Offpipe Pipeline To demónstrate that designed pipeline isinstaliation friendly; and to perform detailedinstaliation engineering to determine parametersfor offshore pipe laying operation.

Offpipe

Pipelines SPAN A Finite Element Computer Program forNonlinear Analyses of SubMarine Pipelines,Risers, and Mooring Lines

Southwest AppliedMechanics

Piping AutoPipe Piping stress analysis Rebis

Piping Caesar II Static / dynamic pipe stress analysis. COADE/

Intergraph

Piping Compress - FEA Nozzles/NozzlePro COMPRESS designs and rates ASME SectionVIH División 1 and optionally División 2pressure vessels

Codeware

Piping FE/PIPE Paulin Research

Group

Piping Nozzle PRO FE Analysis on EquipmentNozzles Paulin Research .

Group Jff





Page 24 of42


Process AspenAir Cooled Exchanger Heat exchanger rating and design program used¡nternal to HYSYS (AES HTFS ACOL andACX)

Aspentech

Process AES Aspen Plus Steady-state process simulator AspenTech

Process AES Dynamics Dynamicprocesssimulator AspenTech

Process AES Hetran (BJAC) Heat exchanger Rating Program AspenTech

Process AES HYSYS - Amines Option Steady-stateprocess simulator AspenTech

Process AES HYSYS - Crude Module

Option

Steady-state process simulator with crude oilproperty package

AspenTech

Process AES HYSYS - Process Steady-state process simulator with aminesproperty package

AspenTech

Process AFT Arrow Steady-state compressible fluid flow for pipingnetworks


Process AFT Fathom Steady-state incompressible fluid flow for pipingnetworks


Process Aspen Process EconomicAnalyzer Interactively sizes equipment. develops operatingcosts and creates an investment analysis.; ProcessSimulator/Estimating tool (Icarus ProcessEvaluator-IPE)

AspenTech

Process Aspen Shell & Tube Exchanger Mechanical design and rating of shell & tubeexchangers and pressure vessels (AES HTFSSTX, TASC, TEAMS)

Aspentech

Process BR&E ProMax Steady-state process simulator (IncludesTSWÉET and PROSIM)

Bryan Researchand Engineering

Process Crane Companion Line Sizing Crane

Process DATACON Data reconciliation and plant gross errordetection

Invensys

Process Farris Relief valve sizing Farris

Process FlareNet Pressure relief systems simulator AspenTech

Process FRI Bubble Cap Tray Rating Bubble cap tray calculations FRI

Process FRI Dualflow Tray Rating Dual flow tray calculations FRI

Process FRI Sieve Tray Rating Sieve cap tray calculations FRI

Process Gatecycle Power plant design and simulation for steady-state and off-design analysis of thermal powersystems.

GE Enter

Process HEXTRAN Heat-transfersimulation and pinch analysis Invensys

Process HISIM. amine The older versión of HYSYS. Seems to be more

reliable

Process HTRI - ACE Thermal design and rating of air-cooled heatexchangers

HTRI J





Page 25 of 42


Process HTRI - CST Thermal rating of shell and tube heat exchangers(condensers)

HTRI

Process HTRI - IST Thermal design of shell and tube heat exchangers HTRI

Process HTRI - PHE Thermal rating of píate and frame heatexchangers

HTRI

Process HTRI - RKH Design and rating of kettle and horizontalthermosyphon reboilers

HTRI

Process HTRI - RTF-2 Design and rating of vertical thermosyphonreboilers

HTRI

Process HTRI - ST Thermal design and ratingof shell and tube heatexchangers (single phase)

HTRI

Process HTRI - VIB Vibration analysis of heat exchangers HTRI

Process HTRI - Xchanger Suite Thermal design of heat exchangers HTRI

Process iPRSM Pressure Relief Systems Management softwarealiows centralized safety management fromanywhere in the vvorld

Farris

Process KYPipe Steady-state incompressible fluid flow for pipingnetworks and surge analysis

University ofKentucky

Process Line Size Single and Tvvo-phase Line sizing with Accessdatábase capability

WorleyParsons

Process NATASHA Multi-phase pipelinesizing Fluid Flow

Consultants

Process Norton Packed tower design program

Process PFR-FRNC5 Thermal designand ratingof fired equipment

Process PIMS Linear programming for Refinerymodeling AspenTech

Process PIPEPHASE Oil and gas multiphase pipelinesimulator Invensys

Process PRO/II Steady-stateprocess simulator Invensys

Process PumpSize Single-phase line sizing and pump calculationprogram

WorleyParsons

Process SizeMaster Mark IV Farris PSV sizing program Farris

Process SULPAK Sulzer design and sizing program for trayedcolumns

Process SULSIM SCI Sulfur Plant Simulator Sulsim

Process SULTRAY Trayratingprogram for Sulzerproducís

Process UNITS Unit conversions

Process Visual Flow Design and modeling of safety systems andpressure relief networks

Invensys .

SORESCO

WorleyParsonsresourc es & energy

Contract No SOR-PMC+FEED-11-1007Agreement for Engineeringand Project Management Services




Project Controls InControl Provides a structured environment to collect.catalogue, analyzeand present information aboutthe project. Such information includes keyquantities, man-hours, and currency amounts inbudgets, forecasts, commitments, andexpenditures for the project.

WorleyParsons

Project Controls Primavera P6 Scheduling application for Engineering,Procurement. and Construction activities.

Primavera

Project Controls Project Project Management program Microsoft

Project Controls SmartPIant Materials Integrated material management system.Includes modules for requisitioning, purchasing.expediting. logistics. field material control, andpipematerial specification.

Intergraph

Interface Management Plan

Managing interfaces between múltiple execution locations involved in design ofsame facil-ity iscritical and the risk severity, ifnot managed/coordinated properly may be extreme.

To mitígate the risk WorleyParsons will assign a full time Interface Manager. The InterfaceManager will develop an Interface Plan and actively coordínate all interfaces betweenstakeholders.

Project Interface Plan will identify and define each interface location between process units,non-process units, Utilities, existing refinery, electrical, and Communications. The InterfacePlan will cover the scope ofwork related to designing the Revamp and Greenfield facilities.The Plan will be made up of Master Interface Diagrams, Interface Index and applicable discipline drawings detailed with the interface symbol.

Master Interface Diagrams

The Master Interface Diagrams (MID) will present a pictorial representation of the overallcontract and interface philosophy and are not intended to include all interface points whichare referred to in detail in the Interface Index.

Interface Index

The Interface índices will identify each interface point by a specifíc Interface Number, Discipline code, Interface Drawing Number (i.e., P&ID, Civil underground piping plan, Electrical one-line and/or layout, etc.), Responsible Contractor ID Number, Contract Number,and Interface Description.

The Interface Number will consist of a one to four digit number assigned to each Interfa

SORESCO




Point or múltiple Interface Points within the same geographical área. Interface Points thatinvolve múltiple disciplines are given the same Interface Number followed by the applicable discipline code.

The Interface Suffix discipline code is a letter designation as follows:J - Instrumentation; L - Piping; M - Structural; P - Electrical;R- Building/Architecture; S- Civil; and T - Communication.

Interface Reference Drawings

All Interface Points will be identified on the applicable drawings. The Interface Pointdrawing symbol will an oval with the prefix "IP," Interface Point, followed by the uniqueInterface Numberas defined above, and suffix disciplinecode as defined above.

Use of Licensed Technology

The success of the PROJECT relies on the completion and delivery of the licensed unit designs by the licensors. WorleyParsons has a long history ofworking with licensors and as aresult we have many existing non-disclosure agreements in place with some of the majortechnology suppliers such as UOP. The current efforts to identify the licensors of choicewill certainly speed up the process ofengaging the licensors early and setting the scheduiesfor them to deliver their design packages. We have recently been involved in several majorlicensor selection projects specifically related to the units that are being proposed for thisproject and we have enough information to support and offer valué engineering as a resultof the lessons learned.

Coordination of Licensor's Activities

Our plan is to assign a lead process engineer tomanage the l¡cense units and coordínate theactivities between the licensors and the process units involved in the design. We also findthat locating a coordinator in the licensors office may also offer better meant ofcommunication and gives us a better assessment of the progress ofwork in the licensors office. Thecoordinator organizes information transfer and plans scheduies and meeting to review thelicensor work.

Before Contract Award

Once the licensors have been selected we will ensure that all non-disclosure agreements arein place and we will start communicating with the licensor to get their needs list and designspecification requirements. We will make available the general specifications for allequipment.

After Contract Award

We plan to work with the SORESCO to complete contractual issues and arrange for a kick-offmeeting with each licensor. The kickoff meeting with cover the project expectations,design basis, general specifications, and a work plan with special emphasis on critical iter

SORESCO

WorleyParsonsresources &eneigy


Page 28 of_42Development of the PMC+FEED forThe Moin Refinery Expansión and Modernization Project

on the list of deliverables.

Coordination Procedure

We will work with each licensor based on a work order andjob specification identifying allthe deliverables. The project team will arrange weekly meetings and review project progress, identify tasks for each week. The licensor work plans and scheduies will be integrated into the overall project schedule and we will identify all the interfaces that need special attention. It our plan to have a licensor coordinator present at the licensors offices, asneeded, to monitor progress, and identify critical tasks and deliverables as it relates to theproject.

Review of Licensor's Design

At the kickoff meeting we will identify the review milestones with each licensor. Generally,we will have the following reviews:

• Design basis, scope ofwork, deliverables, and work plan along with the licensors schedule during the kickoff meeting

• Review process flow diagrams issued for client review

• Review P&IDs issued for client review

• Equipment design criteria and general specifications

• Equipment data sheets and specifications

The licensor coordinator will arrange for the reviews and make sure that SORESCO andWorleyParsons engineers are present at themeetings.

FEED Management Systems

Project Controls Systems

The diagram in Figure 8-2 below provides a pictorial overview of the system which includes software for scheduling, progress reporting, cost control, and document control intended for application the PROJECT.

SORESCO




HR System

Finance

System

Time

ManagementSystem

ProjectRegistra tion &

Initiabon

System

Finance &

Administration

Systems

Delíverable

Estimating

Module

ProposalGenerator

Module

ProjectReporting

Est Risk(©Rtsk)

InControl

ChangeManagement

Module

">

ProgressUpdateModule

ProjectSummary

Module(Recotína!

T

Project Control Module(InControl)

CapitalCost

Estimating

Planning(Primavera!

Planning Risk(Partmaster)

CompletionsICompWion»Management

Tool)

ContractsManagement

Module

rDocument

•*- Register ¡4Module

Materials

Managementrtrmril •••-' IMa *

OOverall EPCM Cost Control

[Construction ManagementSystem (CMS)/Other]

ProjectManagement /Control Systems

DisciplineSpecialist

EngineeringSoftware

P&ID. Electrical,Instrumentation

(SmartPIant

Design Surte)

Process 8

Mechanical DataManagement

(ZyQad)

30 CAD

(PDS/PDMS/AutoPlant)

Engineering& DesignSystems

Safety Statistics &Incktenl Reporting

(Omnisafe)

E-mail(MS OutlookExchange)

ProjectDocument

SData

Warehouse

System(SmartPIantFoundation)

Document

Sharing(Intranet -SharePoint)

EnterpriseManagement

System(EMS/WPMP)

Key:

Direction o(

information

flow

Client

Documenta

Data

ManagementSystem

Client

Finance

System

Data Management& Collaborative

Systems

Client

Systems

Figure 8-2. Business Management Systems

Project Controls- Cost, Scheduling, and Project Reporting

The successful management of projects is reliant upon the implementation of effective andcomprehensive Project Management and Project Controls. Planning, scheduling, estimating, and cost control services, asan integrated support to project execution, provide the ve-hicle to facilítate management decisión making.

The fundamental importance of establishing a strong project control group, within the projecttask forcé, is fully recognized by WorleyParsons, and the methods for meeting this requirement are built into our overall execution strategy.

The project control group will be mobilized immediately upon contract award, with the initial objectives ofservicing the intensive planning and scheduling effort that will be neededat the start of the project.

A Project Control Manager, reporting directly to the Deputy Project Director, will be assigned to manage and coordínate all control activities, set priorities and targets, and provideoverall management direction.

The project control group, will opérate from within the dedicated project task forcé, anc

SORESCO





consist of three sub-sections (planning, cost and estimating), each supported by a lead plan

ner, lead cost, and lead estimator selected for their combined technical and management

ability. Together the Project Control Managerand lead will be responsible for all home office and site office control activities.

Throughout the project, the emphasis within the control group will be to provide Management with accurate current status and future forecast information, with the explicit purpose

of highlighting áreas ofconcern and facilitating decision-making.

Project Controls Software Tools

WorleyParsons uses an integrated management system which incorporates four key software packages for Project Controls:

• Project Costs

• Finance/Accounting

• Procurement/Material Control

• Project Planning

Planning and Scheduling Objectives

InControl

Focus 6

SmartPIant Materials

Primavera P6

• To provide scheduies from summary to detailed level which optimize expenditure oftime, and reflect the project contractual obligations.

• To provide regular project reports on current status to projectmanagement and the Client, to facilítate management decisión making.

• To identify áreas of concern and subsequent recovery action to minimize adverse

trends.

Planning and Scheduling Responsibilities

The Deputy Project Director carries overall responsibility for achievement of the ProjectSchedule.

The Lead Discipline personnel work closely with the planners and are responsible for providing input to the development of the project schedule.

The Lead Planner is responsible for providing the planningservice on the project. He willreport to the Project Control Manager. His primary duties are:

• To develop project planningand progress measurement procedures based on Company

standards.

• Insures that the progress measurement systems of the FEED and EPC Contractors meet

the mínimum requirements of"earned valué system."

SORESCO



Agreement for Engineenng and Project Management ServicesPage 31 of42


• To prepare and maintain the work breakdown structure (WBS) and the level 1/2/3planning schedule for engineering, procurement, construction and commissioning inline with contractual milestones.

• Collect and audit level 4 planning deliverables from the FEED and EPC Contractors

and summarize this data into the level 1/2/3 scheduies.

• To provide cióse coordination with the project team with respect to site constructionplanning and forthcoming plant tumarounds.

• To support the set up of the progress measurement and reporting system for each contractor, discipline/craft, by area/module and by deliverableas required.

• To identify to management any adverse trends in engineering progressand productivity,procurement progress, critical path activities etc.

• To assess impact of potential changes in the scope of work.

• To attend and provide accurate reporting data at all progress review meetings.

Planning Hierarchy and Methodology

The project schedule will be produced at various levéis of detail to suit the project, as defined by the project reporting structure. The máximum levéis envisaged are given described below and shown in Figure 8-3 below. To support this tiered system, at the begín-ningof the project, a Work Breakdown Structure (WBS) is agreed to enablethe packages ofwork and reporting structure to be established. The WBS enables a complex project to bebroken down into small, manageable packages. Schedule and cost reports can be generated

at the lowest level and aggregated for overall reports.

All schedule activities are input to Primavera and the resulting networks, bar charts, criticalpath analysis and reports are used as the primary control tools to control the project sched

ule.

SORESCO





LEVEL 1

LEVEL2

LEVEL 3

LEVEL 4

MANAGEMENT SUMMARY SCHEDULE

ENGINEERING - PROCUREMENT

Detailed Scheduies

DOCUMENT

REGISTER

MATERIAL

CONTROL

FABRICATION -CONSTRUCTION

Detailed Scheduies

•|

SUBCONTRACT

•SCHEDULES

Figure8-3. Scheduling Hierarchy

Level 1 - Management Summary Schedule

A one-page project summary schedule intended to provide both Client and WorleyParsons' management with an executive status of the project schedule. The schedule isbased upon the agreed Level2 scheduleand the Contract Milestones.

Level 2 - Project Master Schedule

The Level 2 Schedule serves as the basis for establishing, monitoring, and controlling

engineering, procurement, and construction activities by WBS área and work pack-age/subcontract. It confirms the planning strategy and provides the parameters formore detailed planning at lower levéis.

During the early stages of the project, emphasis is given to construction driven scheduling to establish targets for engineering document releases and equipment/material de-liveries to site. In this schedule, the activities are logically linked and the critical and

sub-critical paths are identified. Construction schedule requirements determine purchase order dates, delivery spans for major equipment, sequential deliveries, and subcontractor activities. As the project moves to the field, definitíve construction scheduies are established and given to the field scheduler for administration.

Following management approvals, the Project Master Schedule is distributed to allmanagers and key personnel in the project team and the functional engineering depart-ments to ensure that all concerned are fully aware of the target dates for engineering,

procurement, and construction activities.

Once fínalized the Project Master Schedule is issued as a baseline plan against whi

$*"*

SORESCO





progress and performance is measured

• Level 3 / Level 4 - Detailed Working Scheduies

The Level 3 and Level4 Scheduies are typically created and maintained by the variousFEED and EPC Contractors based on WBS requirements established by the Lead Project Scheduler. The data from these scheduies will be collected by WorleyParsons andimported into the Project Master Schedule on a monthly basis. These Level 3 & 4scheduies help to further define the Level 2 schedule and demónstrate the attainabilityof major project milestones. It is a detailed logic diagram, based on standard disci-pline/trade activities, that defines primary relationships within a discipline and the required interfaces with other disciplines or groups, such as procurement and construc

tion.

Planning Computer Systems

Primavera P6 is used as a standard network-planning package. Microsoft Exceland Accessare often used to compliment Primavera in terms of graphics and the storing of historicalprogress data.

Progress Measurement

As the PMC Contractor, WorleyParsons will ensure that all the FEED and EPC contractorsutilize progress measurement systems that meet minimal standards of an "earned valué"system. Progress is to be measured using the task management principies. Status is basedon the physical accomplishment of work or deliverables and is represented by a percentcomplete established by the completion of predetermined milestones.

At regular intervals, not less than monthly, physical progress is reported to the PMC by allcontractors (against the baseline plan). The WorleyParsons Scheduling team will then col-late this data into the Master Project Schedule in order to prepare level 1& level 2 scheduies for inclusión in the Monthly Project Progress Report.

An analysis of the current schedule against the baseline schedule, as well as progress andcurrent equipment and material jobsite delivery information will indícate potential problemáreas. Emphasis will be placed oncritical and sub-critical paths and the planner will assessthe potential impact on downstream activities. The analysis may be supported by a spe-cialty schedule developed to give emphasis or afford added detail to critical áreas or proc-

esses.

Cost Control System - InControl - PMC Service Cost Control System

WorleyParsons uses InControl as its preferred Project control and reporting application totrack PMC service costs. InControl is a proprietary Project control software application inwidespreaduse within the WorleyParsons organization.

SORESCO




InControl is a modular system comprising the following integrated modules:

• Project Control Module - central module for collection and reporting ofcost, progressand forecast final cost data;

• Progress Update Module - for entering the progress (% complete) of deliverable ortasks;

• Change Management Module - for the generation and management of all change requests and utilized to manage any adjustments to the budget once a baseline has beenset;

• Contracts Management Module - for the control and management of actual costs,committed costs, variations and invoices for subcontracts and purchase orders where

required;

• Reporting Module - comprehensive reporting ofactual costs and progress, earned valué (% and cost) and forecast final cost for the project.

Critical cost parameters that are maintained in InControl include:

• Budget Costs: Budget costs are prepared at the WBS level and identify all labor andnon-labor costs associated with the completion of the activity. The Budgets are developed within InControl and costs identified at the resource level. Budget informationcan beexchanged with the finance system to enable detailed cost reporting at the trans-action or Une item level.

• Committed Costs: Commitments for both labor and non-labor costs are Consolidatedwithin InControl for management reporting purposes.

• Actual Costs: Actual costs are controlled and reported for all labor and non-labor ex-penditure. Labor expenditure is based on the cumulative man-hours recorded throughthe electronic time writing system. Non-labor costs include other PMC service costsassociated with the PROJECT, including labor-based sub-contracts where applicable,procured items, and contracted work again where applicable. This data can be enteredin to the finance systemand imported to InControl.

• Forecast Costs: The forecast cost at completion for each WBS will be monitored andreported continuously throughout the Project. Forecast will be based on anticipated final man-hours, and their associated cost, for labor based components, or anticipated final costs for procured items, subcontract services or other Project expenses.

WorleyParsons uses InContro.'s extensive library of pre-configured report templates, andthe Project WBS activity codes, to sort, group and filter information for reporting againstany coding convention that has been specifíed. This aliows the team to view both summaryinformation, and to anaiyze in more detail, performance or forecast information for spjjjffic / £p

SORESCO




áreas of the Project.

Change Management

Management of change is critical. All potential changes from original scope ofwork shallbe brought to the Project Controls Manager's attention as soon as they are identified.Changes to the project scope orchanges to an agreed design shall be identified, evaluated,and communicated in accordance with the WorleyParsons Management of Project ChangeProcedure. No work will commence on any variations until formal approval is received

from the client.

The identification of deviations to the work and the subsequent conversión into changes to

the budget, plans, and forecast are extremely critical factors in the ultímate commercial andschedule success of all projects. A projectchange is any deviation from the current scope,execution, quantification, or planned use of resources. The project must effectively identifychange in order to manage the change and the ongoing work. The project team must fulfillthe following objectives:

Identify all changes early - scope development, performance, planning etc.

Provide a simple process that aliows anyone ona project to identify a potential change.

Increase management planning and control of projects

Expedite the resolution of change impacts

Ensure that the Project Control System is maintained to provide the current scope,forecast, and plans on an ongoing basis.

Progress Reports

Weekly progress reports will be prepared in accordance with WorleyParsons guidelinesformats and content. Friday will be the cut-offperiod for the weekly report, with transmit-tal to SORESCO by Tuesday of the following week. The weekly report will consist of aconcise write up, the status of all deliverables (generated through InControl), and graphicrepresentation of the earned progress against the baseline.

The monthly report will be prepared in accordance with WorleyParsons guidelines for format and content. The last Friday of each month will be the cut-off day for the monthly reporting period. The monthly report will be transmitted to Saudi Aramco on the second Friday after the cut-off Friday. The monthly report will consist ofa concise write up, the statusof all deliverables (generated through InControl), and graphic representation of the earnedprogress against the baseline.

Reports will typical include:

SORESCO





• Executive Summary Narrative

• Safety Statistics

• Detailed Project Status

• Planning Narrative identifying majorachievements, critical áreas, trends etc.

• Progress S-curves

• Manpower Histograms

• Procurement Status

• Document Status

• Project Issues and Concerns• Level 1 and 2 scheduies, which are updated based on a roll-up of progress data from

the Level 3 schedule

Estimating

WorleyParsons utilizes two basic systems for preparation of capital cost estimates. Icarus isa third party system (now called K-Base) which is marketed by Aspen Tech. WorleyParsons has used it for yearsas a method to estimate where detailed engineering information isnot available. WorleyParsons just completed an estimate for a majorSaudi Aramco projectusing the K-base estimating system. The system contains its own databases for all disciplines and can provide very detailed information regarding the cost of the facility. Thecritical aspect when using the Icarus (K-Base) system is to realize and understand thatwhere engineering information is notavailable, the system will fail back to its standard databases to complete the estimate. WorleyParsons estimating staff are all Icarus users andunderstand the system well. They take the necessary precautions to assure that theestimateproduced is consistent with the quality of the information in the system.

WorleyParsons also maintains its own Spreadsheet Estimating System, which is used whenwe are required to produce a Definitive Quality Estimate. This system depends on detailedengineering information, usually actual takeoff, and produces a more defined and higherquality estimate. The system's databases areactual WorleyParsons historical data, which isupdated regularly to be as current as we can make it.

The specifíc estimating tool that we apply is based on the type of estimate. The chart inFigure 8-4, Standard Estimate Types, defines WorleyParsons' estimate classifícation and theengineering products necessary to satisfy each category. It also provides the percent complete necessary to equate to a certain levelof estimate accuracy.

Obviously, not all estimates are compliant with the standard as shown in the chart on thenext page. When detailed information is not all available, then we identify specificallywhat we don't have and through the use of historical data (or the Icarus System), we develop the estimate. The estimate of contingency required to achieve the required quality istherefore very important. WorleyParsons use a system called "At Risk" for this purpose. Itis a Monte Cario Technique system, which aliows for the input of+/- valúes on to accountsin the estimate. The system then produces a report, which defines the contingency necessary to be added to the estimate to achieve the quality and probability of meeting the osíi-


i a

| s

5j ra£ raoo

mate valué at project conclusión.

40% 60% 80%

Engineering Percent-Complete(Slait ol Engineering to Mechanical Completion)

Enquiry Drjcument / Drafl ContractGeneral Client Specifications

Products / Units / Capacity / Site Location

Detailed Project Scope DescriptionProject Master Schedule / Work BreakdownStructureLocal Survey Data (Construction / Engineering / Transportation and Material Supply)Site Survey & Soils Report

Overall Plot Plans (Main Infrastructure Shown)

Project Execution Plan / StrategySubcontract / Procurement and Buy-Out Plan / Strategy

Construction Execution Plan / StrategyRisk Management Plan and Tax AvoidanceStrategyBasic Process Design / PFD's

Sized Equipment List

Equipment Data Sheets (Mechanical)Process and Instrument Diagrams (P&IDs)Budget/Telephone Quotes forMajority ofEquipment and MaterialsFixed Price Quotes for Majorityof Equipment and MaterialsActual Purchase Orders for Majorityof Equipment and MaterialsTopography Details / General Site Prep DrawingsCut and Filland Land Reclamation MTO Volumes (WithSpoil Heap Locations)Major Foundations / Structures, SketchesandMTORoad, Paving. UGServices, Fencing and Finishes LayoutsBuildingMatrix (Showing Sizes & Types)BuildingPlans / HVAC Functional SpecificationOverall Line List / Tie In List

Equipment Layouts / Piping Models MTOLine Shoots / Layouts / Isomelric Sketches (Major Lines)Piping Material ClassificationsDetailed Piping, Valve and Insulation MTO - Not in Model MTOControl Philosophy

Single LineDiagrams and Overall Load ScheduiesInstrument Index / Tagged Componen! MTO / Cableand Conduit ScheduleLighting/ Grounding and Cable Routing LayoutsMajorControl System and Electrical Equipment RequirementsDetailed Electrical and Instrumentation MTO

Shipping Weights and RatesOperatingMaterialand Spare Parts RequirementsConstruction Equipment Requirements

Temporary Facility Layouts / RequirementsOrganisationCharts (Fieldand Home Office)Home Office EngineeringManhours by DiscipliManpowerScheduies (Fieldand Home Office)Assigned Personnel Terms &ConditionsExpenditure / Commitment CashflowsAgents Fee AgreementsAllProject Insurance and Bond / Guarantee RequirementsLicence Fee and Royalty Requirements


Contract No SOR-PMC+FEED-11-1007Agreement for Engineeringand Project Management Services

Page 37 of 42

Recommended Contingency

15-25%| 15-20%| 5-15% I 5%

O

SORESCO



Agreement for Engineeringand Project Management ServicesPage 38 of 42


Figure 8-4. Standard Estimate Types

In order for the system to be effective, WorleyParsons assigns an independent sénior levelestimator to interview the engineers, project staff and the estimating staff to determine the+/- valúes for each account. This person serves to remove estimating bias and provides aclearer and more realistic evaluation ofthe upsides and downsides ofeach account.

WorleyParsons reviews this output internally and with our client to assure all are on boardbefore a contingency valué is selected. Escalation will be applied when a project schedulerequires it. Valúes are based on available data from the industry and from various currentpublications. When engineering is far enough along, vendor quotations are solicited. These could be budgetary quality or definitive quality dependent upon engineering percentcomplete. We use our own historical data for equipment pricing when engineering is not farenough to solicit quote from suppliers.

Document Control Systems

WorleyParsons will use the SmartPIant Foundation (SPF) Electronic Document Management System (EDMS) for control of all documentation produced on the project. SPF isprimarily used by the document control group to store, manage, and distribute project documents and associated transmitíais. SPF manages the full assortment of project documentsand deliverables including drawings, data sheets, specifications, requisitions, supplier data,QC reports, construction reports, and project correspondence. These may be in eitherscanned or native file format.

The project-specific requirement for numbering, reviewing, approving, distributing, and fil-ing project documents will be established at the start of the work. SPF ispresently set-up toutilize the WorleyParsons' Document Numbering System (EMS procedure EPP-0040), andcan be modified to accommodate the Client numbering system.

SharePoint Web Interface will be used to access the project documents stored in SPF fromthe field or client offices and are defined below.

Knowledge SharingApplication - MicrosoftSharePoint

WorleyParsons use the generic Microsoft SharePoint application extensively. This scalableserver-based software is deeply integrated with Microsoft Office and aliows simple accessto shared documents and files through highly-configurable web portáis. Authorized userscanaccess SharePoint documents using their web browser, either internally via the WorleyParsons LAN/WAN or externally via the internet.

Aproject SharePoint portal can be set up sothat documents can be seamlessly accessed byall project participants (main offices, remote offices, clients, sub-contractors, vendors, etc.)with appropriate authorization. This aliows individual project team members to leveragerelevant information across the various entities and locations to help them to work more

ficiently.

SORESCO


Contract No. SOR-PMC+FEED-11-1007Aqreementfor Engineering and Project Management Services

Page 39 of 42Development of the PMC+FEED forThe Moin RefineryExpansiónand Modernization Project

Construction Site Logistics andTemporary Facilities

As FEED progresses, the EPC Contracting Strategy is developed; the WorleyParsons Construction Manager will oversee the process ofdesigning the Site Utilization Drawing. Thepurpose of this drawing will be to assign temporary facility áreas to each ofthe EPC Contractors.

Each assigned área will be sized to reflect the relative scopes ofwork. Space will be assigned to provide for material and equipment lay down, work shops, fabrication áreas, pre-assembly áreas, site office áreas, canteens for mid day meáis, and parking áreas for buses,trucks and construction equipment. Fuel storage áreas will be determined and safety andenvironmental requirements defined.

An important element of the site logistics will be planning and managing the transportationofthe construction work forcé from their camps to the work sites. As the work scopes develop, manpower estimates will be generated. Transportation of craftsmen to their respective work sites will be understood and plans and routes created. WorleyParsons under-stands that many ofthe craftsmen will be working in sites near, but remote from the Refinery plot. Those work shops, fabrication áreas, and equipment service áreas will be carefüllylocated to mitígate any traffic constraints in or adjacent to the Refinery. Other measuresthat may be taken can include adjusting work start times and break and meal times and locations.

Emergency service and evacuation routes will be designated throughout the construction áreas. These routes will be identified asemergency routes and traffic, parking and blockagescarefülly controlled. In addition, any required traffic deviations or controls necessary dueto heavy hauls or critical lifts will be managed and communicated throughout the construction site to all contractors. These steps will be taken to improve safety and efficiency ofthecontractors. The Construction Manager as part ofthe PMC takes the lead initiating overallproject construction services. He will be supported by Construction Specialists that willprovide construction input to the PMC during the (FEED) phase, including carrying outconstructability reviews, manpower studies, construction temporary facilities planning, rig-ging studies, milestone scheduies that identify long lead items critical to the overall construction schedule, a contracting strategy plan, a procurement plan for EPC contract bidpreparation including assisting with construction contract procurement.

SORESCO FEED Schedule InformationWorleyParsons has reviewed the PROJECT requirements provided in the SORESCO documents. Based on this information, we present an initial FEED Schedule Level 2(Figure 8-5). This initial FEED Schedule shows major activities, key milestones, engineering discipline activity durations/completion dates, and key Project Control deliverables.


WorleyParsons

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Figure 8-5. Project Execution Level 2 Schedule (sheet l of2)



Page 40 of 42

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WorleyParsonsresources «. energv



41

SORESCO

WorleyParsonsresources 14energy




Long-Lead Procurement ítemsTo ensure mínimum impact to the project critical path during the EPC phase of the project,WorleyParsons will carry out a market review of the equipment delivery dates during theFEED phase to identify if the long-lead equipment (LLE). The following is a preliminarylist of equipment by type and unit that may be considered as LLE:

Table 8-4. Long Lead ítems List by Unit

Unit Vessels Reactors Columns Pumps Compressors S/T Exchangers Air Coolers Furnaces Total

ADU 1 6 4 2 13

VDU 1 4 2 7

NHT l 2 1 4 1 9

DHT 2 4 2 4 3 4 2 2 23

CCR 4 1 2 6 4 3 20

HCU 2 2 2 7 4 5 8 3 33

ISOM 2 1 3

HYD 3 2 1 6

PSA 1 1

SWS 1 1 2

SRU 4 4

FLARE 2 2

PWR 2 (Turbo-Generator)

2

Utilities 2 (Boilers) 2

TOTAL 4 16 16 23 18 21 11 18 127



WrOtteyPareons Western Operations

WorteyParaonsChna

WorteyParsons Costa Rica

VVortoyParsons Colomba

Project Manager

Estimating

Scheduling

All EngineeringDesign Disciplines

WorleyParsonsresources fi energy



Information

Technology

Typical Project Management Team For FEED Phase


LEGEND:

WorieyParsons Western Operations

WorleyParsons China

WorleyParsons Costa Rica

WorieyParsons Colombia


Project Manager

Estimating

Scheduling

All EngineeringDesign Disciplines




Information

Technology

Typical Project Management Team For FEED Phaseto

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RECOPE Revamp FEED in Monrovia




Soroco Company JobHa:PuertoLimón.. Costa Rica Rt**wy Revanrp i Expansión Revisión:

RECOPE Revamp FEED

TBD

Code Ñame Source M-1 II-2 M-3 M-4 M-5 M-6 M-7 M-fl M-9 M-10Total Manr-oirs

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Monrovia FEED

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Job No.:

Revison:

-BD

Code Ñame Source 1 M-1 M-2 M-3 M-4 M-5 I M-6 I M-7 M-8. |rotal Manhours

MorttfisEst Manhours

Limón 5i?e ManagerManager Monrovia 1 • 1 •560

PM Monrovia i 1 •560

PC Colombia "1560

C-.ii' Gtrj^jra CMna •560

aecircaí Cíilra 1560

Mecnankai l na Eq CMna 1560

Mecnankai / Ros Eq CMna 1560

PBS CMna 1560

Piping CMna 1560

Ptolrgí CotonMi 1560

Ptolrg2 Cotomwa 1560

instr.'Elec coiomota 1560

CM Structure Colombia 1560

Engineer 1 Monrovia S 667

Engineer2 CMna 1 5 667

Total TOTAL MAMMOURÍ 22014

motes:

MorrovH 3 3 3 3 3 2 2 -2 23 3597

Orina 7 7 7 7 5 E B 6 SB 13227

BHI 5 5 s 5 5 5 5 5 45 7KB

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Exhibit D - FEED Contractor's Schedule of Work








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FOPH230

F0PH240

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WorleyParsonsresources &energv



FEED PHASE

GN0000

GN0010

GN1000

GN1004

GN1005

GN1050

GN1055

GN1057

GN1060

GN1065

GN1067

GN1075

GN1080

GN1085

GN1190

GNI191

GN1192

GN1193

GN1195

GN1196

GN1197

GN119B

GN1210

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AcMyrW

Site Investigation - Revamp

Feed Phase - ISBL / OSBL

Contract Award

Prepare Project Management Procedures

Feed Kick-OfT

Valídate Case 10

Review FSR and SORESCO Data

Feed Process Studies

Process Technology Selection

Receive Process Design Packages

Preliminary Estímate

Training

Award Training Contract

EPC Contract Plan

EPC Package Preparation - ISBL / OSBL

EPC Review Package - ISBL / OSBL

Issue EPC Bid Package - ISBL /OSBL

EPC Bid¡Award - ISBL / OSBL

EPC Package Preparation - Revamp

EPC Review Package - Revamp

Issue EPC Bid Package - Revamp

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Proiect Estimate

•i^B Activity

> ♦ Current Milestone

> ♦ Actual Milestone

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es

191

o

64

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14-NOV-11

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0 29-NOV-11

65

23

65

44

62

10

127

0

41

43

5

0

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43

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0

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14-NOV-11

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14-NOV-11

19-Dec-11

17-Feb-12

30-Nov-H

31-May-12

19-Dec-11

16-Apr-12

15-Jun-12

22-Jun-12

24-Apr-12

25-Jurt-12

02-JuH2

07-Aug-12

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15-Aug-12

17-Feb-12

19-Dec-11

17-Feb-12

19-Jan-12

16-Mar-12

02-Mar-12

30-May-12

16-Feb-12

15-Jun-12

22-Jun-12

22-Jun-12

18-Sep-12

25-Jurv-12

02-JuH2

02-Jul-12

26-Sep-12

05-Sep-12

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08-Sep-11 Preliminary (or Review

FEED Schedule-Lcvcl 2

FDOI220

FDOI222

FDOI225

FDOI230

FDOI240

FDOI245

FDOI250

FDOI255

FDOI350

FDOI360

FDOI362

FDOI363

WorleyParsonsrestantes & energy

Adh-RyNeme

Process Engineenng

Valué Engineering

Civil Design

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Equipment

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Electrical Design

Architecture

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Mechanical Utilties

ConstructiDility Studies

Submil MTO's to Estimating

^•M Activity



> ♦ Critical Milestone

14-N0V-11

19-Dec-11

19-Jan-12

13-Jan-12

03-Feb-12

20-J«n.i2

17-Feb-12

17-Feb-12

17-Feb-12

09-Mar-12

16-Feb-12

100*12


10-Jut-12

16-Fer>12

17-JuH2

12-Sep-12

31-JuH2

12-Sep-12

28-Aug-12

2&-Aug-12

12-Sep-12

12-Sep-12

15-Jun-12

07-Aug-12

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WorleyParsons'esources & energy

Adir»,Neme

ISBL/OSBL GREENFIELD FEED ENGINEERING

FDAR010

FDAR020

FDAR030

FDCV010

FDCV020

FDCV030

FDCV040

FDCV050

FDCV060

FDCV070

FDEL010

FDEL020

FDEL030

FDEL040

FDEL050

FDEL060

FDEL070

FDEL075

FDIN020

FDIN030

FDIN040

FDIN050

FDIN060

FDIN070

FDME010

FDME020

FDME030

FDME040

FDMU010

FDMU020

FDMU030

FDMU040

FDMU060

FDPC100

Develop Crltena.Standards and Specification

Develop Building Design

Architectural FEED Technical Package

Develop Crilena .Standards and Specifications

Evalúate Geotechnical Report

Verify Existing Condition

Develop Topography Drawings

Grading and Paving Design

Develop U/G System Documents

Civil FEED Technical Package

Develop Criteria .Standards.Specifications

Single Line Diagrams

Load list

Electrical Área Classification

Develop Substation Layout

Equipment Data sheets

Material Requisition for Electrical LLI ítems

Electrical FEED Technical Package

PSID Support

Develop I/O list

Instrument Data sheet

Instrument Index

Prepare Telecom System

Instrument FEED Technical Package

Develop Critena.Standards and Specification

Mechanical Data Sheets

Material Requisition for LLI ítems

Equipment FEED Technical Package

Develop Criteria.Standards and Specification

HVAC Design

Fire Protection Design

Plumbing Design

Utilities FEED Technical Package

FEED Level 3 Schedule Preparation

Bj«aaaj| Activity

• ♦ Current Milestone

• ♦ Actual Milestone

• ♦ Critical Milestone


3 oró

30 14-Nov-11

60 18-May-12

10 14-Aug-12

30 14-Nov-l 1

7 19-Jan-12

15 30-Jan-12

30 20-Fet-12

30 1B-May-12

20 18-Jun-12

10

30

15

15 24-JUH2

30 24-JuH2

20 24-JuM2

10 14-Aug-12

02-JuH2

14-NOV-11

30 18-May-12

02-JUH2

10 28-Aug-12

30 06-Apr-12

45 27-Apr-12

30 18-May-12

55

10

11-Jun-12

10-JUM2

10 28-Aug-12

30 14-Nov-ll

40 06-Apr-12

30 04.Jun.12

10 17-JuH2

30 14-Nov-H

20 11-Jun-12

20 10-JuM2

15 07-Aug-12

10 2B-Aug-I2

22 14-NOV-11

29-Dec-11

14-Aug-12

28-Aug-12

29-0ec-11

30-Jan-12

20-Fet>12

02-Apr-12

02-JuM2

17-JuH2

17-JuH2

29-Dec-11

02-Jul-12

24^JuH2

14-Aug-12

05-Sep-12

21-Aug-12

2B-Aug-12

12-Sep-12

18-May-12

02-JuM2

02-JuH2

2&-Aug-12

24-JuM2

12-Sep-12

29-Dec-11

04-Jun-12

17-JuH2

31-JuM2

29-Dec-11

10-Jul-12

07-Aug-12

28-Aug-12

!2-Sep-12

16-Dec-tl

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JenIFeelHei

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bocuments

'ackage

Elect ical Área CU ssification

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Ap.|Ha,|J^

Package

Ma erial Requis llon forElec!ricalLLI Iten s

Pili

Schedule P eparation

flectncalFEED Technical

list

patasheet

rument Inde

Telecom Sy

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Develop Crjtena.Standa dsandSpec fication

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Material iequisition frjr LLI ítems

Equlpn ent FEED T chnlcal Pac

Develop Crjteha,Standa dsandSpec fication

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tem

EDTechnicil Package

Package

l tilities FEED Technical P ickage

08-Sep-11


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rc-

FDPC110

FDPC120

FDPC130

FDPC140

FDPC150

FDPD010

FDPD020

FDPD030

FDPD040

FDPD050

FDPD060

FDPR120

FDPR130

FDPR140

FDPR150

FDPR170

FDPR1B0

FDPR200

FDPR210

FDST010

FDST020

FDST030

FDST040

FDST050

FDST060


MWrNeme

FEED Level 3 Schedule Approval

FEED Budget Preparation

FEED Budget Approval

EPC Level 3 Schedule Preparation

EPC Level 3 Schedule Approval

Cntena.Standards and Specifications

Site Plan Development

Plot Plan Development

Piping 3D Model

30% 3D Model Review

Piping FEED Technical Package

Issue PFD

Develop Equipment list

P& IDs Development

Material Selection

HAZOP Review Meeting

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Develop Process Design Narrative

Process FEED Technical Package

Develop Criteria .Standards and Specifications


Develop Foundations

Develop Steel Structures Design

Develop Fire Proofing Design

Structural FEED Technical Package

^••1 Activity



> O Critical Milestone


15 16-Dec-11

22 14-N0V-11

16-Dec-11

16-Apr-12

15-Jun-12

14-Nov-H

Oe-Apr-12

04-May-12

04-May-12

16-JuH2

13-Aug-12

13-Jan-12

16-Mar-12

06-Apr-12

06-Apr-12

16-May-12

11-Jun-12

11-Jun-12

25-Jun-12

14-NOV-11

1B-May-12

18-Jun-12

18-Jun-12

14-Aug-12

2B-Aug-12

10-Jan-12

16-Dec-11

10-Jan-12

15-Jun-12

16-JuM2

29-Dec-11

04-May-12

18-Jun-12

13-Aug-12

13-Aug-12

27-Aug-12

06-Apr-12

06-Apr-12

18-May-12

18-May-12

11-Jun-12

10-JuH2

25-Jun-12

IO-Jul-12

29-Dec-11

1B-Jun-12

21-Aug-12

21-Aug-12

28-Aug-12

12-Sep-12

JdtAna'Seg Od|Hc|Pnra

TtrrÍAei|We.|J.r.| JJimiiat»el 3 Schedule Approval

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EPC Lev H3 Scheduli Approval

idards and £ pecifications

Site P in Developn enl

>lotPlan Dei elopment

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Pip ng FEED Te :hnical Pack age

PS I )s Developn ent

Matt nal Selectioi

I-AZOP Revie * Meeting

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Process FEED Technicjal Package

DevelopCr lena .Stand! rds and Spe ificatlons

Jevelop Buid ,mg Design

cess Design Narrative

Dev MopFounda íons

uctures Des gn

lofing Desig i

Dev ilop Steel St

• De >elopFire Pr

! tructural FEI O Technica Package

Date

Ja» lre»|Mar

0B-Sep-11 |Prelirmnary for Review


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Checked Approved


REVAMP FEED ENGINEERING

FDAR040

FDAR050

FDAR060

FDCV080

FDCV090

FDCV100

FDCV110

FDCV115

FDCV120

FDCV140

FDEL080

FDEL090

FDEL100

FDEL110

FDEL120

FDEL130

FDEL140

FDIN080

FDIN090

FDIN100

FDIN110

FDIN120

FDIN125

FDIN130

FDME050

FDME060

FDME070

FDME080

FDMU060

FDMU070

FDMU080

FDMU090

FDMU100

FDPC160

Develop Criteria Standards and Specification


Architectural FEED Technical Package

Develop Criteria .Standards and Specifications

Evalúate Geotechmcal Report

Verify Existing Condition

Develop Topography Drawings

Grading and Paving Design

Develop U/G System Documents

Civil FEED Technical Package

Develop Criteria .Standards.Specifications


Load list

Electrical Área Classification

Develop Substation Layout

Equipment Data sheets

Material Requisition for Electncal LLI ítems

Critena.Standards and Specifications

PSID Support

Develop I/O list

Instrument Data sheet

Instrument Index

Prepare Telecom System

Instrument FEED Technical Package

Develop entena.Standards and Specification

Mechanical Data Sheets

Material Requisition for LLI ítems

Equipment FEED Technical Package

Develop Criteria.Standards and Specification

HVAC Design

Fire Protection Design

Plumbing Design

Utilities FEED Technical Package

FEED Level 3 Schedule Preparation

aaaajB Activity

y ♦ Current Milestone

• ♦ Actual Milestone

y ♦ Critical Milestone

22


CMU3CC

14-Nov-11

17-Feb-12

11-M«y-12

14-N0V-11

19-Jan-12

30-J»n-12

20-Feb-12

24-Feb-12

30-Apr-12

06-Apr-12

14-Nov-ll

17-Feb-12

30-Mar-12

20-Apr-12

20-Apr-12

20-Apr-12

11-May-12

14-NOV-11

20-Jarv12

IO-Feb-12

02-Mar-12

09-Mar-12

06-Apr-12

I1-May-12

14-Nov-ll

03-Feb-12

30-Mar-12

11-May-12

14-Nov-11

09-Mar-12

05-Apr-12

04-M«y-12

26-May-12

14-NOV-11

29-Oec-11

11-May-12

25-May-12

29-DBC-11

30-Jan-12

20-Feb-12

02-Apr-12

06-Apr-12

29-May-12

20-Apr-12

29-Dec-11

30-Mar-12

20-Apr-12

11-May-12

04-Jun-12

18-May-12

25-May-12

29-Dec-11

02-Mar-12

13-Apr-12

13-Apr-12

11-May-12

20-Apr-12

25-May-12

29-Dec-11

30-Mar-12

11-May-12

25-May-12

29-Dec-11

06-Apr-12

04-May-12

25-May-12

11-Jun-12

16-Dec-11

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Develop (

Develop <

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heets

Material Requisí ionforElect cal LLI Itemk

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ipment FEEI)Technicalffackage

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Date Approved

08-Sep-11 Preliminary for Review

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FDPC180

FDPC190

FDPC200

FDPC210

FDPDO00

FEED Level 3 Schedule Approval 15 16-0ec-11 1Ck.arv12

••• 1

• F-lfclj LeJel3 iJchedu

EED Budge Preparation

• FEED Bu get Approve

•avav EPC

•a- E

Criteria.Sta idards and f

btjb Site F lan Develop

••a* Plot Plan De

ataaTJB btjüb Pipir

i Approval

Level 3 Schi dula Preparirtion

PC Level 3 i ichedule Api roval

peclflcations

nent

velopmenl

g 30 Model

3D Model R iview

mg FEED T chnical PacLage

lectncal FEE D Technical 3ackage

list

ent

v Meeting

IDs

:ess Design vlarratlve

•ED Technlc al Package

rds and Spe ifications

ing Design

lop Foundat ons

lop Steel Sti jctures Desi jn

op Fire Proofíng Design

ctural FEED Technical Pnckage

FEED Budget Preparation 22 14-Nov-11 16-Dec-11

10-Jan-12FEED Budget Approval 15 16-Dec-11

EPC Level 3 Schedule Preparation 43 16-Mar-12 16-May-12

EPC Level 3 Schedule Approval 20 16-May-12 14-Jun-12

Criteria,Standards and Specifications 30 14-Nov-11 29-Dec-11

10-Feb-12

23-Mar-12

FDPD005

FDPD015

FDPD100

FDPD110

FDPD120

FDPD145

FDPR220

FDPR230

FDPR240

Site Plan Development 20

Plot Plan Development 30

13-JM-12

10-Feb-12

aTJBI 30%

• Pi

• E

a issue PFI)

ara Develí p Equipmen

aTJBI P& 1 )s Developn

•aTJ Mati nal Seledio

•a HAZOPRevie

ara i Update PS

m Develop Pro

• i Process F

Develop Cr feria .Standa

•aa i levelop Builc

• Barjai Dev

• eTeaTaTJI Oev

aTJ Deve

aTJ Str

30% 3D Model Review 20 19-Apr-12 17-May-12

Piping FEED Technical Package 10 17-M*y-12 01-Jun-12

Electrical FEED Technical Package 1C

Issue PFD 40

25-Miy-12 11-Jun-12

14-N0V-11 13-Jarv12

13-Jan-12 03-Feb-12Develop Equipment list 15

P&IDs Development 20 20-Jan-12 17-Feb-12

FDPR250 Material Selection 20 20-J«n-12 17-Feb-12

FDPR270 HAZOP Review Meeting 15 17-Feb-12 09-Mar-12

FDPR275 Update PSIDs 20 09-Mar-12 06-Apr-12

FDPR280 Develop Process Design Narrative 10 09-MaM2 23-Mar-12

FDPR290 Process FEED Technical Package 1C 23-Mar-12 06-Apr-12

FDST070

FDST080

Develop Criteria .Standards and Specifications 30 14-NOV-11 29-Dec-11

Develop Building Design 20 17-Feb-12 16-Mar-12

18-May-12FDST090 Develop Foundations 45 16-Mar-12

FDST100 Develop Steel Structures Design 45 16-M8M2 18-May-12

FDST110 Devetop Fire Proofíng Design 1C

FDST120 Structural FEED Technical Package 10

27-Apr-12 11-May-12

H-May-12 25-May-12

a¿aaaSj| ActivityDale Revisión Checked Approved

08-Sep-11 Preliminary for Review

y ♦ Actual'

> *> Critical

(¡lesione

Milestone


(¿(¿oro-


Exhibit DI - Project Master Schedule

WorleyParsonsSORESCO - MOIN Refinery Expansión & Modernization

Project

UWI» Narra f>grr!airXr»iorl~7inr

SORESCO REFINARY PROJECT

FEED PHASE

Feed Phaee

Contract Award

Prepare Project Management Procedure*

Feed Kick-orr

Valdate Case 10

Review FSR and SORESCO Data

Feed Procese Studies

Procees Technology Selection

Recetve Process Design Packages

Training

Award Training Contract

EPC Contract Plan

EPC Package Preparation

EPC Bid/Award

Project Estímate

LONG LEAD PROCUREMENT PHASE

Long Lead Equipment Requistions

Long Lead Equipment Purchase Orders

Long Lead Equipment Leadtime

EARLY CONSTRUCTION

Early Construction Plan

Early Construction

EPC PHASES II & III

EPC Contractor Phase

EPC Award

Detail Design

Procurement

EPC Construction

Preccm missfoning

Commissioning

Training

Complete As-BuiR Documents

181 30-Aug-11

0 30-Aug-11

64 30-Aug-11

0 13-Sep-11

44 30-Aug-11

23 30-Aufl-11

44 30-Aug-11

44 30-Aug-11

62 03-Oct-11

14-Sep-11

31-May-12

181

0

30-May-12

30-N0V-11

31-Oct-11

30-Sep-11

31-Oct-11

31-Oct-11

30-Oec-11

30-May-12

41 03-Oct-11 30-NOV-11

43 01-Feb-12 30-Mar-12

04 02-Apr-12 28-Jun-12

20 02-May-12 30-May-12

13-Feb-12"04 10-May-12

04 11-May-12 10-Aug-12

453 13-Aug-12 23-May-14

83

193

03-Oct-11

01-Feb-12

31-Jan-12

31-Oct-12

608 02-Jut-12

0

380 02-JUM2

483 02-Aug-12

484 01-NCV-12

87 18-May-14

43 19-Sep-14

828 31-May-12

0

18-NOV-14

29-Jun-12

31-Dec-13

28-May-14

29-Aug-14

18-SOO-14

18-Nov-14

18-NOV-14

18-NOV-14

5ia|H| D J|r|U|A|»|J|Jul|*|5|ü|rJ|Tj

C ontract Award

frepare

aa* feed

J|F|M[A|H| JIJJ|«|S

Prp)«ct

Phise i

Manjig ;rríent •rqcedürefs

KckH3ff

ValdateC se 10

ReVie v FSR mil

Procesé Stt

T

SOFtESCC Data

f»ro celss ejcr|nRecet m

*k>iy S*lectlt>n;

t>ei Ign I;Proaess

1 raining

/wardT|

m

fa«MgáEPC 8id / Award

rVoject

Pa dragas

{ PC Co itract

«PC

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d/A*

Sstlmat.

i!L4ac

LoigLts-4M

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Early C

m

ictior

Contrait

ation

EqulpfentiRi iqilstlo «siEqúipi najntiPirch»

I Coni tnjct of

ora tnj'

4*mPlart

Eaiy

EPC / ward

•aaaii

TT i ¡

Date

WorleyParsonsresources R energv



1RI WlSOIUSCOOeeewamr* ef M »Me»«»*0 ter->*e Mo¿- "***•-» írpenvon end Moee-r<*»ow »»Die«

PTTrrP zcqa

; í

Ofdar.

•a

!

HEQ"' <'\

5EH PFPJan

-rrrnmn ,

;L mg Lead Equii mertt ueadtfm

• •

El«C Cbrintctcc

Detall Déslgr

<m ffroputeriieht:•Pf

Revisión

EP$ Coistructtm:

Pliedor irrlisslorilrigiC «imlesjoftlng

':Ti H

Approved• Acttvtty

♦ Current Milestone Project Execution Schedule - Level 126-Jum Prelimlnsry for Review


Exhibit E - Basis of Contract Price and Payment Schedule

SORESCO's FEED

PAYMENT PROPOSAL




Payment

Percentage Amount Milestones /Deliverables

20% $ 5,703,103 Downpayment

10% $ 2,851,552 Validation case 10

10% $ 2,851,552 Licensor selection

15% $ 4,277,327 PFD issues

10% $ 2,851,552 Issue EPC ITB to SORESCO

10% $ 2,851,552 3D model (30%)

10% $ 2,851,552 2nd EPC Cost Estimation (+/-10%)

5% $ 1,425,776 Issue FEED Books

10% $ 2,851,552 Final payment 2 months after acceptance and approval of FEED Books and EPC Cost Estimation

100% $ 28,515,516





Exhibit E -Pricing and Payment Schedule

SORESCO - PMT Rate Schedule

Project Director 311

HSE / QAQC Manager 167

HSE Specialist 88

QA/QC Specialist 88

Project Manager 282

Project Engineer 217

Engineering Manager 227

Materials Manager 136

Materials Control Specialist 88

Project Controls Manager 204

Project Controllers 88

Project Support 88

Construction Manager 227

Construction Specialist 88

Discipline Lead 93

Sénior Engineers 93

Engineers 88

Sénior Designers 93

Designen 88

Completions Specialist 88

Interface Manager 136

Basis of Rates:

1. As advised by SORESCO all living accommodations willbe provided directly by SORESCO, including air fare,Housing, In country transportation, and food.

2. Home leave paid by SORESCO (Rates and travelexpenses)

3. Accommodations will be in accordance with home

country standards

4. Exeludes Withholding Tax

5. Income tax treatment is the responsibility ofWorleyParsons

6. Bidder shall quote an annual merit increase based uponan index appropriate for the country of origin. The index isto be agreed on an annual basis beginning October 1, 2012and oceurring each year thereafter on October 1.

/¿&-


WorleyParsonsresources B energy



SORESCO - RECOPE Revamp Rate Schedule_Monrovia Based Staffing

Project Manager 213

HSE /QAQC Manager 130

QA/QC Specialist 130

Project Engineer 166

Engineering Manager 173

Materials Manager 143

Materials Control Specialist 120


Project Controllers 143

Project Support 109


Construction Specialist 120

Technical Manager 173

Sénior Process Engineers 157

Process Engineers 143

Sénior Engineers 143

Engineers 120

Sénior Designers 130

Designers 115

Basis of Rates:

1. Business travel expenses not included

2. Bidder shall quote an annual merit increase based upon anindex appropriate for the country of origin. The index is to beagreed on an annual basis beginning October 1, 2012 andoccurring each year thereafter on October 1.



This Guarantee is made on the date specifíed in the Schedule.

By

in favor of

Recitáis

A.

("Guarantor")

("Benefíciary")




The Guarantor has requested the Benefíciary to enter into the Contract with theContractor.

B. It is a condition of the Benefíciary agreeing to enter into the Contract that the

Guarantor executes this Guarantee.

1. Definitions and interpretation

1.1 Definitions

In this Guarantee, unless the context otherwise requires:

"Beneficiary" means the person so described in the Schedule;

"Business Day" means, for the purposes of any notice given or served under this Guarantee,a day that is not a Saturday, Sunday, public holiday or bank holiday in the city where thenotice is received;

"Contract" means contract specifíed in the Schedule;

"Contractor" means the company so described in the Schedule;

"Guaranteed Obligations" means all of the Contractor's obligations under the Contract.

1.2 Interpretation


(a) a reference to:

/te





(i) the singular includes the plural and vice versa;

(ii) a document (including this Guarantee) means that document (includingany scheduies and annexures), as amended, Consolidated, supplemented,novated or replaced;

(iii) a recital, clause, schedule, annexure or item means a recital, clause,schedule, annexure or item of this Guarantee;

(iv) a person includes:

(A) an individual, company, other body corporate, association,partnership, firm, joint venture, trust or government agency;and

(B) the person's successors, permitted assigns, substitutes,executors and administrators; and

(v) including or includes means including or includes (as the case may be)without limitation;

(b) headings are for convenience only and are to be ignored in interpreting thisGuarantee;

(c) where a word or phrase is defined, its other grammatical forms have acorresponding meaning; and

(d) where an obligation, warranty, representation or covenant is assumed or given bymore than one person, it will bind them jointly and severally.

2.

(a)

Guarantee

The Guarantor irrevocably guarantees to the Benefíciary:

(i) the payment of every amount that is or may become due, owing orpayable by the Contractor to the Benefíciary under, or because of anybreach of, the Contract; and

(ü) the performance by the Contractor of the Guaranteed Obligations.

(b) If the Contractor does not pay any amount or perform any obligation referred to inclauses 2(a)(i) and (ii) respectively at the time and in the manner required under theContract, the Guarantor must:

(i) in the case of a payment, pay the amount or otherwise cause the amountto be paid to or as directed by the Benefíciary immediately on demand bythe Benefíciary, as if the Guarantor or the person it causes to pay the

o





3.

amount had originally been named as a party to the Contract in place ofthe Contractor; or

(ii) in the case of an obligation, perform the obligation or otherwise cause theobligation to be performed immediately on demand by the Benefíciary,as if the Guarantor or the person it causes to perform that obligation hadoriginally been named as a party to the Contract in place of theContractor.

Nature of guarantee

3.1 Principal obligation

The guarantee in clause 2 is a principal obligation and is not ancillary or collateral to anyother right or obligation. The Benefíciary need not take any steps against the Contractor orany other person (other than by serving a demand on the Guarantor) before it enforces theguarantee.

3.2 Continuance of guarantee

Subject to the remedies and defences available to the Contractor, the guarantee in clause 2continúes for:

(a) the duration of the Guaranteed Obligations and will remain in full forcé and effectuntil discharged; and

(b) as long as any amount may be due, owing or payable (actually or contingently) bythe Contractor to the Benefíciary under, or because of any breach of, the Contract.

3.3 Guarantor's liability absolute

Subject to the remedies and defences available to the Contractor and to the other expressprovisions of this Guarantee, the liability of the Guarantor is absolute and will not be affectedby anything which but for this clause 3.3 might do so, including by any variation of theContract, and whether or not the Benefíciary, the Contractor or the Guarantor gave its consentthereto.

3.4 Guarantor's rights

The Benefíciary acknowledges that where the Guarantor makes any payment or performs anyobligation under clause 2, the Guarantor will be entitled to exercise all of the rights of theContractor under the Contract relating to such payment or performance as if the Guarantorhad originally been named as a party to the Contract in place of the Contractor.


WorleyParsonsresources S energy



3.5 Limitation of Guarantor's liability

Notwithstanding anything to the contrary contained in this Guarantee, in no event will theGuarantor's liability under this Guarantee exceed the Contractor's liability under the Contract.

4. Competing claims and reinstatement of rights

4.1 Competing claims

Except in the case of a solvent reconstruction or amalgamation which has the consent of theBenefíciary (such consent not to be unreasonably withheld or delayed), if the Contractor iswound up, deregistered or made bankrupt, or if a controller, administrator, liquidator orsimilar offícial is appointed to it or to any of its property or if the Contractor makes or entersinto any moratorium, arrangement or compromise with any of its creditors or is unable to payits debts when they fail due:

(a) the Guarantor authorises the Benefíciary to prove for all moneys which theGuarantor will have paid under this Guarantee and to retain and to carry into asuspense account and to appropriate at the discretion of the Benefíciary anydividends and all other moneys received out of the Contractor's assets in respect ofthe Guaranteed Obligations until the Benefíciary has been paid in full in respect ofthe Guaranteed Obligations;

(b) the Guarantor may not prove in the Contractor's assets in competition with theBenefíciary until all of the Contractor's payment and other obligations under, orbecause of any breach of, the Contract have been fínally and fully satisfíed; and

(c) the Beneficiaras receipt of any payment or other dividend out of the Contractor'sassets will not affect the Beneficiary's right to recover from the Guarantor paymentand satisfaction in fiíll of all of the obligations of the Contractor guaranteed by thisGuarantee.

4.2 Reinstatement of Beneficiary's rights

The Guarantor acknowledges that if any claim is made that any money paid to the Benefíciaryby or on behalf of the Contractor must be repaid, or that any other transaction affecting orrelating to the Contract is void, voidable or unenforceable, and that claim is wholly or partyupheld, conceded or compromised, the Benefíciary will have the same rights and remediesagainst the Guarantor as if that money had not been paid or those transactions had notoccurred.


5. General provisions




5.1 Notices

(a) Any notice given or served under this Guarantee must be in legible writing, inEnglish and sent to the recipient at the address or facsímile number set out in theSchedule, or such other address or facsímile number specifíed by the recipient fromtime to time.

(b) Without limiting any other means by which the sender may be able to prove that anotice has been received, a notice will be deemed to have been received:

(i) if sent by hand, when left at the recipient's address with the recipient oran offícer, employee or agent of the recipient;

(ii) if sent by prepaid post, 2 Business Days from the date of postage (ifposted within the same country) or 10 Business Days from the date ofpostage (if posted from one country to another); or

(iií) if sent by facsímile, on receipt by the sender of a transmission reportgenerated by the sender's machine indicating that the whole facsímilewas sent to the recipient's facsímile number,

but if a notice is received on a day that is not a Business Day, or after 5.00 pm(recipient's time) on a Business Day, the notice will be deemed to have beenreceived at 9.00 am (recipient's time) on the next Business Day.

5.2 Assignment

The Benefíciary may not assign, créate an interest in, or in any other way deal with, any of itsrights or obligations under this Guarantee without the prior written consent of the Guarantor.

5.3 Invalid or unenforceable provisions

If a provisión of this Guarantee is invalid or unenforceable in a jurisdiction:

(a) it is to be read down or severed in that jurisdiction to the extent of the invalidity orunenforceability; and

(b) it does not affect the validity or enforceability of:

(i) that provisión in another jurisdiction; or

(ii) the remaining provisions of this Guarantee.

/toe.


5.4 Costs




(a) Unless otherwise expressly provided in this Guarantee, the Benefíciary and theGuarantor must each pay its own costs in connection with this Guarantee.

(b) The Guarantor must pay any stamp duty (including any related penalty, fine orinterest) that may be payable in connection with this Guarantee.


5.5 Governing law and jurisdiction

This Guarantee is governed by the laws of




and the Guarantor irrevocably andunconditionally submits to the non-exclusivejurisdiction of the courts of that jurisdiction.

Signed sealed and delivered for and )on behalfof )

)by )

Signature

Ñame


Schedule

WorleyParsonsresources 8. energy



Date of Guarantee: [#insert#]

Benefíciary: Ñame: [#insert#]

ABN: [#insert#]

Address: [#insert#]

Contract: [#insert#]

Contractor: [#insert#]

Notices: Guarantor

Address:

Attention:

Benefíciary

Address:

Attention:

¿e^

'0

y^



This Guarantee is made on the date specifíed in the Schedule.

By

in favor of

Recitáis

A.

("Guarantor")

("Benefíciary")




B.

The Guarantor has requested the Benefíciary to enter into the Contract with theContractor.

It is a condition of the Benefíciary agreeing to enter into the Contract that theGuarantor executes this Guarantee.

1. Definitions and interpretation

1.1 Definitions


"Benefíciary" means the person so described in the Schedule;

"Business Day" means, for the purposes of any notice given or served under this Guarantee,a day that is not a Saturday, Sunday, public holiday or bank holiday in the city where thenotice is received;

"Contract" means contract specifíed in the Schedule;

"Contractor" means the company so described in the Schedule;

"Guaranteed Obligations" means all of the Contractor's obligations under the Contract.

1.2 Interpretation


(a) a reference to:

•/¿/

/&-





(i) the singular includes the plural and vice versa;

(ii) a document (including this Guarantee) means that document (includingany scheduies and annexures), as amended, Consolidated, supplemented,novated or replaced;

(iii) a recital, clause, schedule, annexure or item means a recital, clause,schedule, annexure or item of this Guarantee;

(iv) a person includes:

(A) an individual, company, other body corporate, association,partnership, firm, joint venture, trust or government agency;and

(B) the person's successors, permitted assigns, substitutes,executors and administrators; and

(v) including or includes means including or includes (as the case may be)without limitation;

(b) headings are for convenience only and are to be ignored ín interpreting thisGuarantee;

(c) where a word or phrase is defined, its other grammatical forms have acorresponding meaning; and

(d) where an obligation, warranty, representation or covenant is assumed or given bymore than one person, it will bind them jointly and severally.

2.

(a)

Guarantee

The Guarantor irrevocably guarantees to the Benefíciary:

(i) the payment of every amount that is or may become due, owing orpayable by the Contractor to the Benefíciary under, or because of anybreach of, the Contract; and

(¡i) the performance by the Contractor of the Guaranteed Obligations.

(b) If the Contractor does not pay any amount or perform any obligation referred to inclauses 2(a)(i) and (ii) respectively at the time and in the manner required under theContract, the Guarantor must:

(i) in the case of a payment, pay the amount or otherwise cause the amountto be paid to or as directed by the Benefíciary immediately on demand bythe Benefíciary, as if the Guarantor or the person it causes to pay the

i-

V">





3.

amount had originally been named as a party to the Contract in place ofthe Contractor; or

(ii) in the case of an obligation, perform the obligation or otherwise cause theobligation to be performed immediately on demand by the Benefíciary,as if the Guarantor or the person it causes to perform that obligation hadoriginally been named as a party to the Contract in place of theContractor.

Nature of guarantee

3.1 Principal obligation

The guarantee in clause 2 is a principal obligation and is not ancillary or collateral to anyother right or obligation. The Benefíciary need not take any steps against the Contractor orany other person (other than by serving a demand on the Guarantor) before it enforces theguarantee.

3.2 Continuance of guarantee

Subject to the remedies and defences available to the Contractor, the guarantee in clause 2continúes for:

(a) the duration of the Guaranteed Obligations and will remain in full forcé and effectuntil discharged; and

(b) as long as any amount may be due, owing or payable (actually or contingently) bythe Contractor to the Benefíciary under, or because of any breach of, the Contract.

3.3 Guarantor's liability absolute

Subject to the remedies and defences available to the Contractor and to the other expressprovisions of this Guarantee, the liability of the Guarantor is absolute and will not be affectedby anything which but for this clause 3.3 might do so, including by any variation of theContract, and whether or not the Benefíciary, the Contractor or the Guarantor gave its consentthereto.

3.4 Guarantor's rights

The Benefíciary acknowledges that where the Guarantor makes any payment or performs anyobligation under clause 2, the Guarantor will be entitled to exercise all of the rights of theContractor under the Contract relating to such payment or performance as if the Guarantorhad originally been named as a party to the Contract in place of the Contractor.

/ét

v





3.5 Limitation of Guarantor's liability

Notwithstanding anything to the contrary contained in this Guarantee, in no event will theGuarantor's liability under this Guarantee exceed the Contractor's liability under the Contract.

4. Competing claims and reinstatement of rights

4.1 Competing claims

Except in the case of a solvent reconstruction or amalgamation which has the consent of theBenefíciary (such consent not to be unreasonably withheld or delayed), if the Contractor iswound up, deregistered or made bankrupt, or if a controller, administrator, liquidator orsimilar official is appointed to it or to any of its property or if the Contractor makes or entersinto any moratorium, arrangement or compromise with any of its creditors or is unable to payits debts when they fail due:

(a) the Guarantor authorises the Benefíciary to prove for all moneys which theGuarantor will have paid under this Guarantee and to retain and to carry into asuspense account and to appropriate at the discretion of the Benefíciary anydividends and all other moneys received out of the Contractor's assets in respect ofthe Guaranteed Obligations until the Benefíciary has been paid in full in respect ofthe Guaranteed Obligations;

(b) the Guarantor may not prove in the Contractor's assets in competition with theBenefíciary until all of the Contractor's payment and other obligations under, orbecause of any breach of, the Contract have been finally and fully satisfíed; and

(c) the Beneficiary's receipt of any payment or other dividend out of the Contractor'sassets will not affect the Beneficiary's right to recover from the Guarantor paymentand satisfaction in full of all of the obligations of the Contractor guaranteed by thisGuarantee.

4.2 Reinstatement of Beneficiary's rights

The Guarantor acknowledges that if any claim is made that any money paid to the Benefíciaryby or on behalf of the Contractor must be repaid, or that any other transaction affecting orrelating to the Contract is void, voidable or unenforceable, and that claim is wholly or partyupheld, conceded or compromised, the Benefíciary will have the same rights and remediesagainst the Guarantor as if that money had not been paid or those transactions had notoccurred.

A^

(I


5. General provisions




5.1 Notices

(a) Any notice given or served under this Guarantee must be in legible writing, inEnglish and sent to the recipient at the address or facsímile number set out in theSchedule, or such other address or facsímile number specifíed by the recipient fromtime to time.

(b) Without limiting any other means by which the sender may be able to prove that anotice has been received, a notice will be deemed to have been received:

(i) if sent by hand, when left at the recipient's address with the recipient oran offícer, employee or agent of the recipient;

(ii) if sent by prepaid post, 2 Business Days from the date of postage (ifposted within the same country) or 10 Business Days from the date ofpostage (if posted from one country to another); or

(iii) if sent by facsímile, on receipt by the sender of a transmission reportgenerated by the sender's machine indicating that the whole facsímilewas sent to the recipient's facsímile number,

but if a notice is received on a day that is not a Business Day, or after 5.00 pm(recipient's time) on a Business Day, the notice will be deemed to have beenreceived at 9.00 am (recipient's time) on the next Business Day.

5.2 Assignment

The Benefíciary may not assign, créate an interest in, or in any other way deal with, any of itsrights or obligations under this Guarantee without the prior written consentof the Guarantor.

5.3 Invalid or unenforceable provisions

If a provisión of this Guarantee is invalid or unenforceable in a jurisdiction:

(a) it is to be read down or severed in that jurisdiction to the extent of the invalidity orunenforceability; and

(b) it does not affect the validity or enforceability of:

(i) that provisión in another jurisdiction; or

(ii) the remaining provisions of this Guarantee.

¿%^

h


5.4 Costs




(a) Unless otherwise expressly provided in this Guarantee, the Benefíciary and theGuarantor must each pay its own costs in connection with this Guarantee.

(b) The Guarantor must pay any stamp duty (including any related penalty, fine orinterest) that may be payable in connection with this Guarantee.

&&


5.5 Governing law and jurisdiction

This Guarantee is governed by the laws of




and the Guarantor irrevocably andunconditionaíly submits to the non-exclusive jurisdiction of the courts of that jurisdiction.

Signed sealed and delivered for and )on behalfof )

)by )

Signature

Ñame

¿S* #&

SORESCODevelopment of the PMC+FEED forThe Moin Reflnery Expansión and Modernization Project

Schedule




Date of Guarantee: [#insert#]

Benefíciary: Ñame: [#insert#]

ABN: [#insert#]

Address: [#insert#]

Contract: [#insert#]

Contractor: [#insert#]

Notices: Guarantor

Address:

Attention:

Benefíciary

Address:

Attention:

X y^~A¿




Page 1 of 1

Exhibit G - Qualifications and Requirements of Contractor Key Personnel

FORMATS OF EXPERIENCE OF THE PROFESSIONAL PERSONNEL IN THE SPECIALITYDURING THE LAST 10 YEARS (JANUARY 2001 TO THE PRESENT)

PROJECT MANAGER OF THE SERVICE:

ÑAME:

PROFESSION:

AGE:

Thomas Boon

Deputy Project Director

Item Year of

beginningofthe

Project (1)

Countryand

Location

User/ Client, Project and person whocan give references (2) (3)

Experience likeGeneral Coordinator

in the Project inwhich HE/SHE

participated

Months

in the

indicated

project

1 2009 Monrovia,

California,USA

User/Client: WorleyParsonsProject: Not applicableTel: 626-803-9001

Email:

[email protected]

HydrocarbonsBusiness Unit Manager

30

2 2008 Monrovia,California,USA

User/Client: WorleyParsonsProject: Not applicableTel: 713-892-0737

Email:

[email protected]

Manager of Projects 21

3 2007 Richmond,California,USA

User/Client: ChevronProject: Richmond Hydrogen PurityProjectTel. 626-599-2501

Email

[email protected]

Project Manager 15

4 2004 Los

Angeles,California,

USA

User/Client: Los Angeles UnifiedSchool DistrictProject: School ModernizationTel: (818) 804-8805Email: [email protected]

Operations Manager 42

5 1997 Pasadena,California,USA

User/Client: Various

Project: VariousTel: Not applicableEmail: Notapplicable

Program Manager 78

1Mi - _ Thomas S. BoonWorleyParSOnS Vice Presidentresources &energy Hydrocarbons Business Unit Manager

Resume

SUMMARY

Executive managementand Project/Program Management experience incomplex, multi-tasked,large projects in the hydrocarbon, infrastructure, and commercial markets. Broad proven experiencein planning and execution of complex programs that require rapid mobilization, development ofmanagement infrastructures, effective logistical plans, assessment and implementation of tasks formulti-partner projects.

Extensive experience in program, construction, and engineering management on majoroil and gasproduction facilities, refining and chemical facilities, airports; industrial complexes; commercial, andinstitutional facilities.

Demonstrated ability to put inplaceand manage intemational teams that provide effective andefficient execution while maintaining the versatility and flexibility to respond to quickiy changing needsand environments.

EXPERIENCE

2009 - Present Vice President, Hydrocarbons Business Unit Manager, WorleyParsons, California

Day-to-day running ofthe Business Unit, which includes any future subordínate offices, to achievetargeted bottom-line results, including the Business Unit profit and loss;Ongoing leadership, management, team-building, mentoring, coaching of the projectmanagementstaff reporting to the Business Unit Manager;Providing timely and suitablycomprehensive performance reports on Business Unit matters;Developing and implementing Business Development plans for the Business Unit;Keeping abreast of domestic and intemational business activities, plansand future developments;Fostering and managing effective relationships with existing and prospective clients;Approving tenders for projects;Ensure the availability of the capability platform (human, technical and systems) to meet clientandproject demands;Oversight of the delivery of projects inaccordancewith WorleyParsons Enterprise ManagementSystem and WorleyParsons Project Management Program;Developing overall business scope, budgets and scheduies for the Business Unit;Development and implementation of Business Unit initiatives to improve cost effectiveness;Planning for quality outcomes in all activities of the business.

2008 - 2009 Manager of Projects, WorleyParsons, California

Provideconsistent, sustainable and effective management direction forall projects within WesternOperations to ensure successful project delivery, continuing improvement incapability, and careerprogression and training for the Project Management and Project Engineering disciplines.

2007 - 2008 Project Management, WorleyParsons, California

H Mi _Project Manager for the Chevron Richmond Hydrogen Purity Project, one of the Richmond RenewalProjects. The overall goal of the Renewal Projects is to increase the capacity of hydrogen scrubbing J' **~\and sulfur handling to support Richmond Refinery to process a more varied mix of crude oil. fl IHydrogen Purity Project will provide a new 6H2S Recovery Unit (Plant 24), a new Emergency Caustic

resume_worleyparsons_thomas boon onME doc Corporate Base paQ81

EcoNomics

(j$*^

iai - _ Thomas S. BoonWorleyParsons v.ce Presidentresources &energy Hydrocarbons Business Unit Manager

Resume

Scrubber, Oxygen Enrichment at the three existing Sulfur Recovery Units (SRU), Upgrades at SRUs(Truck loading, Boiler Feed Water,Tanks), Reliability Upgrades at FCCFeed Hydrotreater (TKC) andoff-plot piping and infrastructure. Coordination ofthis work with the off site work, including tie-ins toexisting systems, is a significantpart of the project.

2004- 2007 Operations Manager, Simpson &Simpson Management Consulting, Inc

Corporate management support for on-going project and program operations,staffing, and client relationships. Direct and manage marketing and sales activities.

1997 - 2004 Program Management, Parsons Corporation

Project/Program Management responsibilities for various Hydrocarbon, Infrastructure, andCommercial projects in the US, UAE, Saudi Arabia, Egypt and China. Project scopes typically includeFEED through EPCM responsibilities and require significant coordination between múltiple companieswith different cultural backgrounds, commercial arrangements, systems and procedures.

Projects included billion dollar oil system restoration and upgrade in the Middle East and eradle tograve responsibilities for rapid restoration and rebuild of the Oil Infrastructure of Kuwait after DesertStorm.

1993 -1997 Project Director, Ralph M. Parsons Company

Project Manager for cost reimbursable contract with the Kuwait Oil Company directed and controlledall aspects ofassessment, planning, design, engineering and construction management for this $1.5Beffort. This program was initially composed of fifty-three (53)concurrent projects of various types,magnitudes, and complexities, including water, land and oil systemsfor major oil production facilities,hospital extensions, community infrastructure improvements, off-shore oil loading facilities, andproduced (effluent) waterand sea watertreatment and water injection plants. The staffing on thisprogram was multidisciplinar/, multinational and included the integration of client staff into theParsons organization for training and capability enhancement.

1991 -1993 Deputy Project Director, Saudi Arabian Parsons Limited

Directed all facets of the construction management, design/engineering, contract administration,program controls, quality assurance, and safety/security functions related to the $1.0 billion SaudiAramco Southern Área Oil & Gas Projects Program, Hawiyah Development Área. This programincluded grassroots and revamped gas/oil separation plants, grassroots water injection facilities,seawater treatment facilities, almost 100 km of temporary and permanent roadways, and more than400 km of pipeline and flowlines.

1983 -1991 Manager of Engineering, Saudi Arabian Parsons Limited

Managed engineering,design, design review, and technical support duringthe pre-award, design,construction, and operational phases of the multi-billion dollar planning, development, andconstruction of Madinat Yanbu Al Sinaiyah. This new city included infrastructure, including majorhighway, city streets, and flood control channel around the city; Commercial facilities; 7,000 housingunits; Airport to supportthe city development and serve the región; supported 737 aircraft; 6 hardstandpositions; Crude oil storage and terminal facilities; Petrochemical plants; LNG plant; Oil portand drycargo port; 320 MW power generation facility; Multi-stage flash waterdesalination plant.

Responsible for the technical managementand supportservices for over 170 major concurrent costreimbursable task orders. Performed the duties of Manager of Quality Assurance for the program.Performedas a Sénior Project Manager for a $20 million EPC projectfor the Instrumentation andControl System for the Yanbu Power and Desalination Complex.

resume_wor!eyparsons_thomas boon on MEdoc Corporate Base

,., ,. _ Thomas S. BoonWorleyParsons vice presidentresources &energy Hydrocarbons Business Unit Manager

Resume

1980 - 1983 General Manager, Esmat Al Saadi Enterprises, Saudi Arabia

Directed repair and instaliation of oil facilities including flow lines gas plants; produced watertreatment units; fabrication and constructionof product storage tanks and on oil and gas relatedfacilities.

1979 - 1980 Project Engineering and Chief Civil Engineer, Parsons-Daniel Joint Venture

Managed design and engineering review/evaluation of all civil-related work at the King AbdulazizInternationalAirport with a total constructed valué over $2.0 billion.

1969 - 1979 Program Manager, United States Air Forcé

Developed criteria, managed design, and performed construction surveillance of facilities to supportsix Boeing 747 aircraft and the250associated personnel. As Environmental Consultant, ensured thatall proposed actions complied with National Environmental Policy Act. Chief ofPrograms performingdesign, design reviews, contract administration, and construction management for base civil work andfor laboratory HVAC and otherelectrical and mechanical systems. Estimated work requirements,prepared budget forecasts, and coordinated logistics support.

EDUCATION

M. S. Engineering Management, University of Missouri

B. S. Civil Engineering, U. S. Air Forcé Academy

REGISTRATIONS/AFFILIATIONS

Life Member, Air Forcé Association

resume_worleyparsons_thomas boon on ME.doc Corporate Base Pa8« 3

EcoNomics

SORESCODevelopment of me PMC+FEED forThe Moin Refinery Expansión and Modernization Project

Document No. SOR-PMC+FEED-11 -0001

Part IV Proforma AgreementAgreement for Engineenng and Project Management Services

Page 1 of 2




ÑAME: Richard CampbellPROFESSION: Proiect Controls Manaqer

AGE: 65

Item Year of

beginningofthe

Project (1)

Countryand

Location

User/ Client, Project and personwho can give references (2) (3)

Experience like GeneralCoordinator in the Project

in which HE/SHE

participated

Months

In the

indicated

project

1 2008 Al-Jubail,Saudi Arabia

User/Client: Chevron PhillipsProject: NCP Olefins ComplexÑame: Lou Bauer, SéniorConstruction ManagerTel: +966 505 88 0427

Email:[email protected]


2 2007 Pascagouia,Mississippi,USA

User/Client: Chevron

Project: CCR ProjectÑame: Jenny Guo. ProjectControls ManagerTel:+1 713 892 0204

Email:

[email protected]

Chief Project ControlsSpecialist

12

3 2005 Schuhch'ye,Russia

User/Client: US Army Corps ofEngineersProject: Chemical WeaponsDestruction FacilityÑame: Richard Varecka,Construction Director

Tel:+1 204 987 2020

Email: [email protected]

Sénior Project ControlsLead

24

4 2003 Baghdad,Iraq

User/Client: US Army Corps ofEngineersProject: IDIQ- Múltiple PowerPlant/Gas Turbine ProjectsÑame: William Riedel, SiteManagerTel: +1


Lead Cost Engineer 9

5 1975 User/Client: Various

Project: VariousTel: Not applicableEmail: Not applicable

Project Controls 323


Document No. SOR-PMC+FEED-11-0001

Part IV Proforma AgreementAgreement for Engineering and Project Management Services

Page 2 of 2

Notes:

(1) In order to admit its proposal it shall be required a mínimum of fifteen (15) years of experience,however, Contractor Representative shall be qualified to have 20 years relevant working experience.

(2) Refining Project or similar: It refers to projectsof Petroleum Refineries, Petrochemical Plants, or Plantsof Gas Processing

(3) For each item it shall have to endose the contract, certainty or respective certificate, those that couldbe emitted by the Consulting Company that offered the service or by the user Company of himself,according to whom it may concern. This requirement along with Summarized Curriculum Vita andsimple document copy that credits the antiquity as professional shall have to be presented beforesigning the contract.

Company/signature of Legal RepresentativeCompany/signature:Ñame (optional seal):Date: of of 2011.

WorleyParsons Richard CampbellProject Controls Manager

resources & energy

SUMMARY

Resume

ProjectControlsManager with over 30 years of extensive domestic and intemational experience inprojectand financial management, constructionmanagement, as well as operationand maintenancecontracts with multi-discipline and multi-industry proficiency including petrochemical, powergeneration and distribution, oil and gas, and architectural industries for large commercial andgovernment projects.

• Scope definition for effective cost visibility • Resource Management• Commitment tracking •• FAR • Funds management>• Functional and capitalization account code structures l • WBS• Change control • Riskanalysis• Estimate / Bid reviews • Cash flow forecasting • Cost to complete estimates• Schedule networking and modeling techniques including precedence diagram method• Performance Measurement Baseline management • Earned Valué Management System• Invoice Verificaron • Document Control • Subcontract Administration

EXPERIENCE

2007 - Present Project Controls Manager, WorleyParsons

Saudi Polymers Company's, National Chevron Phillips (NCP) Project, Jubail, Saudi Arabia.PMT for U&O at $4.185bil Olefins based expansión to produce HDPE, LDLPE, PS, PP, 1-HexeneplusPropylene, and a liquids side that includes a world class Ethylene plant along with Metathesisand Pygas. Primary responsibilities include validating Project Control (PC) Systemsfor 20+self-perform contractors and integration intooverall project status/analysis reports. Provide workloadmanagement while guiding the functional disciplines for field check estimates, change control, costcontrol, planning &scheduling, critical path analysis, subcontract administration, performancemeasurement, progress invoice verification, and productivity reporting employing PrimaveraP3,SharePoint, and customized Microsoft Office applications.

Chevron Products Company, CCR Project, Pascagouia, Mississippi. Planning and schedulingfor detail engineering /design, procurement, and constructionmanagement of a $549 million,55.000BPD facility based on UOP technology. Responsibilities include supervising development ofthe construction schedule, criticalpath analysis, mitigating procurement cycle impact on modelreviews, and performance/productivity analysis and reporting, employing Primavera P5/P6,ScoreCard, Penta, Encompass, and SharePoint.

2005 - 2007 Sénior Project Controls Lead, Parsons Inc., Schuhch'ye, Russia

US Army Corp. of Engineers, Schuhch'ye Chemical Weapons Destruction Facility. Providedproject managementsupportservices for the design and construction ofa $906 million chemicalneutralization process demilitarization facilityemploying nine major, client directed contractors.Primary duties include supervisingthe implementation of Earned Valué Management System (EVMS)integrating Primavera P4, Primavera Cost Manager, PRISM, DMCS, Microsoft Project,andcustomized Microsoft Office applications in a multi-project, Government Contract environment.

2003 - 2004 Lead Cost Engineer, Washington International Incorporated, Baghdad, Iraq

US ArmyCorp. of Engineers, IDIQ. Provided project management support services for a $303million multi projectcontract consisting of two400kV transmission lines from Hadithah and Bayji toBaghdad, instaliation of eightmobile gas turbines totaling 180MW at Bayji, a power plant conversiónto Heavy Fuel Oil (residualfuel oil) at Bayji, and overhaul / repair of three GTT gas turbines at theDibis powerstation. Primary duties include projectstatus presentation to the clientvia weeklyvideoconference, as well as weekly and monthly status reports to other stakeholders.

Richard Campbell resume doc25-OcMI

Corporate Base U Page i

EcoNomics


resources & energy

Resume

1984 - 2003 Project Controls/Office Manager, Washington Group International

Departmentof Defense, Johnston AtollChemical Agent Disposal System (JACADS), Honolulú,Hl. Coordinated the human resources, office safety, administrative, and CAM functions for theHonolulú support office of the JACADS project at Johnston Island.

• Staff of 21 providing Accounting, SupplyChain, Project Controls, and ContractAdministration• Provided scope definition to implement Earned Valué Management System (EVMS)• Facilitated stream lining of preexisting system for interface of EVMS• Coordinated final phase in execution of automated billing system• Provided funds management including implementation of Contract Funds Status Report (CFSR)

Departmentof Defense, Johnston AtollChemical Agent Disposal System (JACADS), JohnstonIsland, Pacific Ocean. Directed execution of the projectadministration information system includinglabor time collection, employee information / locator, rotation planning, surety / security information,medical information, toxic área entry record, and employee training status.

• Provided cost/schedule control for EPC as well as O&M phases of the contract• Guided implementation of work order based management system

Tennessee Valley Authority, Sequoia Nuclear Power Plant Unit 2 Start-Up, Chattanooga, TN.Directed the project management system enhancement to intégrate automated estimating, costbudgeting, cost control, payroll time collection, contract administration and modified C/SCSCreporting.

Atlantic Richfield Company, Kuparuk Project Sealift, Anacortes, WA. Coordinatedscheduledelay claimanalysis insupport of clientto refute claim brought by large-scale module fabricationconstructor. Client negotiated successfully.

Pacific Texas Pipeline Company, Los Angeles, CA. Schedule control for the 1000-mile crude oilpipeline from the Portof Los Angeles to Midland, TX, emphasizing logistics, materials and permittingfor EPC of a manmade island, dock system, pollution control, tank farms, pump and meteringstations, SCADA and a 42-inch pipeline for Alaskan crude.

Exxon Company, LaBarge Gas Processing Plant, Sweetwater, WY. Successfullyimplementedthe company'sfirst microcomputer based scheduling system. Increasedschedule analysis turnaroundby 10 timesprevious batch process. Project featured EP&C for module fabrication and an enclosedprocess plant to facilítate construction for extreme winter weather.

1981 -1984 Scheduling Department Manager, Bouygues-Blount Joint Venture, Riyadh, Saudi

King Saud University Project. Reengineered and streamlined the performance measurementsystemfor the construction of $2bil King Saud University in Riyadh, SaudiArabia, one of the world'slargest fixed price non-commercial contracts at that time, to improve the monthly $70mil progresspayment turnaround from 30 days to 10 days.

1980 -1981 Lead Scheduler, Stearns-Roger, Denver, CO

U. S. Department of Energy, SRC II Demonstration Plant. Developed and implemented anengineeredequipment tracking process using MSCS to supportDOE C/SCSC reporting requirementfor the Solvent Refined Coal (SRC II) demonstration plant. Upon DOE cancellation for convenience,coordinated the closeout of the program with the other stake holders.

Atlantic Richfield Company (ARCO), Kuparuk Project Sealift, Alaska. Developed and monitoredthe detailed barge and road utilization scheduies for transporting of the prefabricated process plant,

Richard Campbell resume.doc Corporate Base25-OcMI


resources & energy

Resume

administration, and housing modules from the Anacortes, Washington fabrication yards to the ARCO,Kuparuk oil fields in Alaska.

1975 -1979 Scheduler/Coordinator, C.F. Braun & Company, Alhambra, CA

Phillips Petroleum Company,One Billion Pounda Year Ethylene Process Plant, Sweeny, TX.Provided schedule control and performance analysis for a $500m, 18 month, unión constructionproject. Designed and maintained a performance measurement application integrating drawingMTOs with the budgeted tasks.

Westinghouse, Nuclear Island Project. Tracked and reported engineering performance using aPDM network schedule for a "cookie cutter" nuclear power plant design approach. Documentedprocedure for implementing and maintaining a drawing and specification index application used forengineering progress measurement.

EDUCATION

MBA, Contract Administration focus, Chaminade University, Honolulú, Hl, 1985

BS, Physics, University of Californiaat Los Angeles (UCLA ), 1975


Project Management Institute (PMI)

Association for the Advancement of Cost Engineering International (AACE)

National Contract Management Association (NCMA)

Delta Mu Delta, National Honor Society in Business Administration

PUBLICATIONS/PRESENTATIONS

Co-author "Overall Project Scheduling," Design and Instaliation of Concentration and DewateringCircuits, Richard P. Campbell&Roger G. Haga (Society of Mining Engineers, Inc. üttieton Colorado)1986

SPECIFÍC TECHNICAL EXPERTISE/SPECIALIST COURSES

Microsoft Office, Excel, Access, PowerPoint and Word; MS Visual Basic; Microsoft Project; PrimaveraProject Planner (P3 &P6);Primavera Cost Manager, Project/2 (P2); TRAC; MPM; UNIX (ksh);PRISM; DMCS; Quicken; Oracle; SharePoint; InControl; ScoreCard.

Attended courses, seminars, and conferences in leadership, Six Sigma, supervisión, TQM, EVMS,estimating, and contract management.

Richard Campbell resume doc Corporate Base ~F page 325-OcMI . AÜO _ .,

EcoNomics

®y/ d

THE REGENTS OF THE

ON THE NOMINATION OF THE FACULTY OF THE

COLLEGE OF LETTERS AND SCIENCE

HAVE CONFERRED UPON

RICHARD PAUL CAMPBELL

THE DEGREE OF BACHELOR OF SCIENCE

WITH A MAJOR IN PHYSICS

WITH ALL THE RIGHTS AND PRIVILEGES THERETO PERTAINING

GIVEN AT LOS ANGELES

THIS THIRTEENTH DAY OF JUNE IN THE YEAR

NINETEEN HUNDRED AND SEVENTY-FIVE

SUM fa»ftGOVER ÑOR OF CALIFORNIA AND

PRESIDENT OF TIIB REGENTS

•^v ^'V^/\/""«',

SJ DEAN OF THECOLLEGE




Page 1 of 2


FORMATS OF EXPERIENCE OF THE PROFESSIONAL PERSONNEL IN THE SPECIALITY DURINGTHE LAST 10 YEARS (JANUARY 2001 TO THE PRESENT)


ÑAME: Louis Bauer

PROFESSION: Construction Manager (EPC IPMT)AGE: 68

Item Year of

beginningofthe

Project (1)

Country andLocation

User/ Client, Project andperson who can

give references (2) (3)


in the Project Inwhich HE/SHE

participated

Months in the

indicated

project

1 1999 China

Luoyang

User: SinopecProject: Polyester PlantTel. 9197814191


Site Manager forChemtex

International. Const,of Polyester Plant

18

2 2000 USA

West

Virginia

User: M&G Chemicals

Project: Polymer PlantTel. 9197814191


Site Manager forConst. of $35MMPolymer Plant

24

3 2002 Russia

Shchuch'yeUser: Core of EngineersProject: Chemical Demil.Tel. 6265992362

Email:

Aida.Bulkin@

worleyparsons.com

Sénior Site Mgr/Dep.Program ManagerChemical weaponsDemil. Program forCOE/Russia Military

56

4 2006 SingaporeSingapore

User: ExxonMobil

Project: SPTTel. 6268026134

Email

[email protected]

Construction Mgr.Enabling and OffsitesEthylene Cracker andOS Utilities

10

5 2007 Saudi

Arabia

Jubail

User: Chevron PhillipsProject: NCPTel. 7138920588

Email

[email protected]

Sénior Const. Mgr.Ethylene Cracker andDerivative Complex

43

Notes:

(1) In order to admit its proposal it shall be required a mínimum of fifteen (15) years of experience,however, Contractor Representative shall be qualified to have 20 years relevant workingexperience.

(2) Refining Project or similar: It refers to projects of Petroleum Refineries, Petrochemical Plants, orPlants of Gas Processing




Page 2 of 2

(3) Foreach item it shall have to endose the contract, certainty or respective certifícate, those that couldbe emitted by the Consulting Company that offered the service or by the user Company ofhimself, according to whom it may concern. This requirement along with SummarizedCurriculum Vita and simple document copy that credits the antiquity as professional shall haveto be presented before signing the contract.


WorleyParsons Louis D. BauerSénior Construction Manager

resources & energy

SUMMARY

EXPERIENCE

Resume

A gradúate Professional Engineer with over 30 years of diverse progressive experience inconstruction management, construction, project management, project and design engineering,including contract/subcontract formulation and administration, cost control, scheduling and qualitycontrol for refinery and process units, petrochemical facilities, mining and metallurgical plants,commercial and major civil/infrastructure projects. Project assignment locations include Central Asia,Russia, China, the Middle East, and Continental United States.

2007 - Present Sénior Construction Manager, WorleyParsons, Houston, TX

On a $4 Billion TIC Chevron Phillips Chemical complex being built in Jubail KSA. Currently managingall field activities in Jubail as Site Manager for the complex. PMC responsibilities include two majorECP contractors and $1 Billion worth of "self perform" work on Utilities and Off Sites.

2006 - 2007 Construction Manager, WorleyParsons Singapore

Temporary and Enabling works on the "Self Perform" portion of Exxon Mobil's $4 Billion dollarexpansión program in Singapore. Responsible for Construction, HSE, Logistics, Project Services,Project QA/QC and Field Engineering Services.

2002 - 2006 Sénior Site Manager/Deputy Project Manager, Parsons Global Services Inc.

On a $1.03 Billion Dollar Chemical Weapon Demilitarization program located in Shchuch'ye, SiberiaRussia. Responsibilities include Construction Project Manager for all site activities including Remotesite development, Construction Management, Site Procurement, Field Design, Safety, Quality andLogistics.

2000 - 2002 Site Manager, Chemtex International

On a $35 Million Polymer Plant modernization located in Pt. Pleasant WV. Responsibilities includeEPCM. Assignment completed December 2001.

1999 - 2000 Site Manager, Chemtex International

On a $200 Million synthetic fiber complex in Luoyang China. Equipment supply andconstruction services responsibilities on two 300 ton/day polyester plants and downsteam finishing plants for staple yarn and various filament products. Projectcompleted in August 2000.

1997 -1998 Site Manager, Chemtex International

On a $150 Million Polymer and Synthetic Fiber plant in Suzhou China. Total EPCM siteresponsibilities for all aspects of Site Management and Construction, including management of theinterface of various Chínese Design Institutes and 16 Chínese construction contractors.

1993 -1997 Major Projects Construction Manager, Parsons Engineers Limited

Kuwait OilCompany's reconstruction following the Gulf War. Responsible for the construction efforton an estimated $2 Billion (TIC) management program. Projects included oil field production

Bauer. Louis D ooc

27-Oct-n

Corporate Base

EcoNomics

WorleyParsons Louis D- BauerSénior Construction Manager

resources & energy

Resume

enhancements, new gathering centers, new control centers and DCS system upgrades, offshoreCALM buoy installations, harbor development and support installations.

1989 -1993 Sénior Project Manager, Parsons Houston, Inc.

Shell Partnering Projects and Process Reliability Studies for ARCO Chemical. Managed múltipleprojects from AFE development through engineering, procurement and construction managementactivities

1980 -1989 Manager of Construction, Saudi Arabian Parsons Limited

Madinat Yanbu Al-Sinaiyah, Saudi Arabia. A $10 Billion project constructing a modern city with apetrochemical base. Project work included port and power generation facilities, airport, sewer andindustrial waste water treatment plants, primary and secondary industrial infrastructure, 7000community housing units, technical college, 350-bed hospital and other community related projects.Responsibilities included the management of up to 15 Resident Construction Managers andmanagement of over 50 sepárate multi-million dollar construction projects.

1979 -1980 Resident Construction Engineer, Parsons Houston

Supervised engineering site activities including project controls, material receiving and localprocurement, and qualitycontrol on a $20 Million Cumene unitfor Champlin Oil.

1974 -1979 Deputy Manager of Engineering (Field), parsons-Jurden International

Supervised five Chief Field Engineers of various disciplines on the $600 Million Sar Chesmah CopperMining Project. Responsible for monitoring all constructionactivities, sit engineering,quality control,cost control, subcontract administration and final project documentation.

1971 -1974 Sénior Project Engineer, Cenex Oil Refinery

"Turnkey" refinery expansión projects from conception through start-up. Supervised "in house"engineering,coordinated engineering and construction, monitoredconstructionand assisted instart-up of various refinery projects.

1966 -1970 Construction Engineer, Foster Wheeler Corporation

Function as a Cost Engineer on a refinery expansión for Great Northern Oil; Resident Engineer on aDewaxing Plant for Kendall Oil; Scheduling Engineer on a Crude unit for Crown Oil; ConstructionEngineer on a Delayed Coker for Standard Oil; Cost Engineer on a Hydrogen plant for Mobil Oil and aConstruction Engineer on a Synthetic Rubber plant for Goodrich-Gulf Chemicals.

EDUCATION

BSCE- Rutgers University-1965


Registered Professional Engineer- Texas (68297)

Bauer, Louis D doc Corporate Base27-Oct-11

TEXAS eOARDOFPPncco

**e Number En9*neer.loo? Status

pf UcensefVumberB?*afcn Dateft3O0Pf2



Parí IV Proforma AgreementAgreement for Engineering and Project Management Services

Page 1 of 2




ÑAME: Andrew Kerr

PROFESSION: Greenfield Project ManagerAGE: 56

Item Year of

beginningofthe

Project (1)

Countryand

Location





participated

Months in the

indicated

project

1 2007 New York

NY

USA

User: OMH/DASNY

Project: BMHRTel.518-257-3317


Program Manager 54

2 2003 Laurel

MD

USA

User: JHUAPL

Project: variousTel. n/a

Email n/a

Program Manager 48

3 1998 Avila

Beach

CA, USA

User: Unocal

Project: RemediationTel. n/a

Email

[email protected]

Project Manager 27

4 1997 El

SegundoCA, USA

User: Chevron

Project: H2 RecoveryTel.

Email

Project Manager 14

5 1993 Richmond

CA

USA

User: Unocal

Project: ReformulatedFuels programTel. n/a

Email

[email protected]

Project EngineeringManager

30

Notes:

(1) In order to admit its proposal it shall be required a mínimum of fifteen (15) years of experience,however, Contractor Representative shall be qualified to have 20 years relevant workingexperience.


(3)For each item it shall have to endose the contract, certainty or respective certifícate, those that couldbe emitted by the Consulting Company that offered the service or by the user Company ofhimself, according to whom it may concern. This requirement along with SummarízedCurriculum Vita and simple document copy that credits the antiquity as professional shall haveto be presented before signing the contract.

Company/signature of Legal Representative


Company/signature:Ñame (optional seal):Date: of of 2011.



Page 2 of 2

Ñame:

Title:

Education:

SpecialTraining:

Clearance:

Affiliations:

ANDREWA. KERR

Sénior Project Manager

CONFIDENTIALAll Initial Contact

The Artscttuler Company(213)380-1270

harryaltschuler©gmail.com

B.S., 1977, Chemical Engineering. Virginia Polytechnic Instituteand State University, Blacksburg

Project Manager Course, Jacobs. 1993

JHU/APL Clearance (in-active)DOD Secret Clearance (in-active)DOE Clearance (LLNL- NIF Project (in-active))

American Institute of Chemical EngineersNational Defense Executive Reserve (in-active)

Mr. Kerr has over 32 years of program and project management. engineering, andadministrative experience in the design, construction, and operation of campuses,refineries, natural gas processing plants, chemical plants, advanced technologyfacilities, pharmaceutical facilities, semiconductor fabrication facilities, andremediation projects. As a Program and Project Manager, his responsibilitieshave included overall management of engineering, design, procurement, andconstruction activities. Additional responsibilities have included the administrationand direction of all phases of contract execution, including assurance of technicalquality, adherence to budget and schedule, commercial administration, andconformance with contractual requirements.

His project experience includes:

• Bronx Mental Health Redevelopment Projects, Bronx, New York. SéniorProgram Manager for the design and construction of a new 500,000 SF sixbuilding campus on the grounds of and to replace the existing campus,constructed while maintaining all existing operations. Responsible forplanning, budgeting, estimating, cost and schedule management, design andconstructability reviews, coordination of BIM and LEED Silver certrfication withthree sepárate architectural firms performing the designs, and constructionmanagement services.

• Harvard Allston Development Group, Cambridge, Massachusetts, ProgramManager for the conceptual phase of this $1B LEED Gold scientific researchand education center for Harvard University including three buildings withunderground parking and central Utilities system. Responsibilities includedplanning, budgeting, estimating, design and constructability reviews, and costand schedule management.

• Johns Hopkins University Applied Physics Laboratory, Laurel Maryland.Program Manager for the overall direction of the over $300MM campus widedevelopment program including 6 new laboratory/office and technical supportbuildings and site wide infrastructure expansions. Responsible for planning,

Kerr_AndrowA,*20resumol*20Jun-09(1]

ANDREW A. KERR (2/6)

budgeting, cost and schedule management, and management of APL staff,Jacobs staff, architects and engineers, and general contractors whilemaintaining design and construction quality focus throughout design andconstruction.

Lawrence Livermore National Laboratory, Livermore California. DeputyProject Director for the instaliation of the Beampath Infrastructure System forthe National Ignition Facility. Responsible for coordination of engineering,fabrication, and instaliation of support structures and the integration of samewith deán beampath construction

Manager of Projects, Madrid, Spain. Executed two pharmaceutical facilityconstructions involving: offsite fabrication of high purity piping spools and onsite instaliation of same using various clean connection protocols;development of surface preparation techniques to turn 30 year oíd walls intopharmaceutical grade clean rooms; grass roots construction adjacent tooperating facilities and revamp construction with-in those same facilities

Unocal, Avila Beach, California. Project Manager for multi-million dollarsubsurface oil contaminated remediation project. Required partial demolrtionof the town of Avila Beach, execution of the remediation, and the rebuilding ofthe town's infrastructure. Also responsible as the Program Manager for theinitial planning and design for the remediation of Unocal's Guadalupe Dunes

UPS, Denver, Colorado. Project Manager responsible for the construction ofa 242,000-square-foot distribution facility. Also responsible, as AllianceManager, for the site feasibility studies for two future facilities in Des Moines,lowa and Maple Grove, Minnesota

Chevron Refining, El Segundo, California. Project Manager for a $25 milliongrassroots hydrogen recovery unit

National Semiconductor, S. Portland, Maine. Project/Design Manager forfacilities infrastructure upgrade and tool hook-up packages. Extensiveutilization of 3D designs was key to successful instaliation of systems

InterConnect Technology, Kuching, Malaysia. Deputy Design Manager for a1.1 million-square-foot grassroots wafer fab facility with 94,000 square feet ofClass 1 cleanroom. Also served as Team Leader for the fab building and thecentral Utilities building

Atmel Corporation, Colorado Springs, Colorado. New 353,000-square-foot,$140 million semiconductor fab facility. Design Manager. Facility included67,000 square feet of Class 1 cleanroom. Primary responsibilities includedthe wet and dry side mechanical designs

Syntex Chemicals, Boulder, Colorado. Program Manager in Jacobs' alliancewith Syntex. In excess of 60 projects were executed annually, includingupgrades and retrofits to existing pharmaceutical production lines, designdevelopment of new production lines, and facility support projects.Responsibilities also included overall coordination and development of theannual and five-year budgets for capital expenditures

K*a_AndrowV*20re6ume%2OJij M»111

ANDREWA.KERR(3/6)

• $75 million reformulated fuels revamp project for Unocal, Rodeo, California.Project Engineering Manager responsible for overall design coordination ofanew refining unit, modifications toexisting units, and integration of thenew unitinto the overall refinery

• Chevron Richmond Refinery, California. Conversión of a shut downrheniformer to a penhex isomerization plant and the design of a new naphthasplitter. Project Manager. This $40 million engineering, procurement, andconstruction project included analysis for reuse of existing pumps, vessels.exchangers, and reactors; and a new column

• Chevron Richmond Refinery FCCU GRU product quality improvement project.Project Manager. This project included a new column and its associatedequipment and modifications to the existing GRU equipment

• Chevron Richmond Refinery, TKN plant modifications. Project Manager. Thisproject was completed in 2.5 months, increasing gasoline and jet throughputin time for a plant turnaround

• Pacific Refining, crude unit revamp, Hercules, California. Project Manager.This revamp increased the recovery ofdiesel andatmospheric gas oil

• Witco Corporation, severa! refinery modernization projects at the Golden Bearrefinery. Project Manager. These projects included gas treating, oil handling.chemical handling, and instrument/electrical upgrades

• Shell Oil Company, Martínez, California. Sénior Project Engineer. Served asa Shell engineer and a Jacobs engineer. This involved performing projectengineering and many project management duties while simultaneouslyhandling as many as 26 projects in various stages ofdesign and constructiontotaling $20 million (ranging from $30,000 to $1 million). Responsible fortechnical quality, adherence to budget and schedule, pre-tumaround andturnaround construction coordination, and engineering and designcoordination. Projects completed included:

- design, procurement, and construction of hydrotreater debottleneckingprojects for the naphtha and gas oil units

- design review andconstruction ofa debottlenecking project for thecaífeedhydrotreater

- design. procurement, and construction of debottlenecking projects in theScot units, hydrogen plant, sulfur plants, Dimersol unit, crude unit, andvacuum unit

- design, procurement, and construction of a fully automated grassroots LPGloading rack

- design, procurement, and construction of upgrades to direct-fired furnacesfor the hydrotreating units

ARCO Oil and Gas Co., Sénior Gas Engineer. Responsible for the naturalgas portions of new oil and gas development and processing facilities. Thisincluded extensive work in the development and review of processmodifications to enhance the operations of sour gas treating facilities.Responsibilities included the design and implementation of the

K»n_Andr»wA%20re»m«%2OJun-<)9[lJ

ANDREW A. KERR (4/6)

•

•

•

recommendations from a comprehensive hazards analysis, design review,dealings with permitting agencies, supporting information for the developmentplan, review of the Environmental Impact Report (EIR), and ensuringcompliance with environmental regulations (ARCO)

Prepared preliminary design for the treatment system for a highlycontaminated waste stream at a chemical manufacturing plant for aconfidential client (KJC)

Supervised removal of leaking underground storage tanks and subsequentremoval and disposal of the contaminated soil for a confidential client (KJC)

Provided project engineering support to the design and implementation ofhazardous waste and contaminated groundwater treatment and cleanupprojects (KJC and RBE)

Reviewed the available gas sweetening solvents for use in enhancing andupgrading the operation of the Pacific Offshore Pipeline Company's LosFlores Canyon Gas Treatment Plant. Implemented some findings and wroteor assisted in writing the safety regulations, emergency action plan, and riskmanagement plan (RBE)

Prepared commodity characteristics, hazards section, and facility expansiónrisk assessment section of the EIR for the Petromark Terminal Facility inRichmond, California (RBE)

Prepared system safety and reliability section of the EIR for the Celeron/AIIAmerican Pipeline Co. and the Getty Trading and Transportation Company(RBE)

Prepared safety manuals, and performed troubleshooting, engineering, andprocess modificaron design work for a recently constructed sour gastreatment plant (RBE)

Assessed gas treating options for carbón dioxide recovery for use inenhanced oil recovery (RBE)

Developed and conducted a natural gas processing seminar for executivepersonnel of Southern California Edison (RBE)

Prepared heat and material balances, P&IDs, and equipment specificationsfor a 60 million SCFD sour gas treating plant and on a proposed expansión ofthis facility to 135 million SCFD (RBE)

Designed expansión from 60 million SCFD to 135 million SCFD for Exxon'sLas Flores Canyon Gas Treatment Plant and wrote start-up and operatingmanuals (RBE)

Participated in the conceptual design, cost estimating, and site studies forsour gas treating plants in the 30 million-standard-cubic-foot per day (SCFD)to 120 million SCFD range (RBE)

Studied additive altematives to enhance the performance of an existingStretford sour gas treatment plant (RBE)

K*n_AndrawA%20r»uma*420Jun-09( 1]

ANDREWA.KERR(5/6)

• Reviewed process modifications to enhance the operationsand economics ofa sour gas and oil treatment plant (RBE)

• Prepared a groundwater monitoring plan and preliminary recovery/cleanupplan for a subsurface diesel fuel spill for a confidential client (RBE)

• Reviewed sulfur recovery systems and design of a 3,500-barrel per streamday (BPSD) residuum oil supercritical extraction (ROSE) unit. Design workincluded preparation of P&IDs, review of heat and material balances,preparation of equipment specifications, and preparation of operatinq manuals(FB&D)

• Wrote start-up and operating manuals and performed final process designreview for the Texaco Convent, Louisiana sulfur recovery and tail qas treatinaunits (FB&D)

• Designed Utilities process design and participated in overall plant design of anenhanced oil recovery plant (FB&D)

• Designed pig receiver, slug catcher, and initial water separator for ultímate60MMSCFD capacity sour gas treatment plant for Pacific Offshore PipelineCompany (FB&D)

• Project Engineer responsible for the engineering and design coordination ofthe technical execution of numerous engineering jobs, totaling approximately$20 million. This included sour gas treating, gas separation, vapor recovery,plant revamps, desalinization, filtration, and computer analysis of refineryyields. Also wrote orassisted in the writing of safety regulations, emergencyaction plans, and risk management plans (FB&D)

• Responsible for/participated in the preparation ofnumerous conceptual plansfor sour gas treating facilities and oil processing facilities. This work includedthe preparation and review of EIRs and various other permitting requirements(FB&D)

• Engineered design and implementation of a $6 million polyester plantmodernization for the Goodyear Point Pleasant Polyester Plant. ResidentEngineer responsible for baten controls, automatic pelletizing, and pellettransport. Brought the project oniine at more than $1 million under budget(Goodyear)

• Designed batch line modifications for a specialty adhesives plant, continuouspolyester, and continuous solid state polyester plants; designed process for arubber vulcanization accelerators plant; prepared design of a vinyl chloridemonomer purity control system; designed modifications to PVC reactors toreduce downtime; and prepared cost estimates and budget justífications fornumerous projects (Goodyear)

• Extensive engineering, procurement, and construction experience in Chemicalplants totaling approximately $25 million (Goodyear).

Employment History:

Jacobs Engineering Group Inc. 1937 to date

Kon_An48wA%20rtsume*A20Juf>-09(i]

ANDREWA.KERR(6/6)

Project ManagerSénior Project Engineer

ARCO Oil and Gas CompanySénior Gas Engineer

Kennedy/Jenks/Chilton Inc.Environmental Engineer

Robert Brown EngineersProject ManagerSénior Process Engineer

Ford, Bacon and Davis, Inc.Process EngineerSystems Engineer

Goodyear Tire and Rubber Co.Plant EngineerResident EngineerChemical EngineerField Chemical Engineer

Languages:English (native)Spanish

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1986-1987

1985-1986

1983-1985

1981-1983

1977-1981

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Document No SOR-PMC+FEED-11-0001


Page 1 of 2




ÑAME: Chen ZhongjiangPROFESSION: PM

AGE: 39

Item Year of

beginningofthe

Project (1)

Countryand

Location





participated

Months in the

indicated

project

1 2011 Da Lian

Liao NingChina

UserDLPC

Project: DCITel. n/a

Email: n/a

Project Manager 6

2 2011 Uganda User:HOIMA

Project:3MMTPA RPTel. n/a

Email: n/a

Project Manager 6

3 2010 Yun Nan

China

User:YNPC


Email: n/a

Project Manager 8

4 2010 GuangDong,China

User:GDPC


Email: n/a

Deputy ProjectManager

10

5 2009 Chad User:N'DjamenaProject:1MMTPA RPTel. n/a

Email: n/a

Project Manager 24

6 2008 Si Chuan

China

User:SCPC

Project: 10MMTPA RPTel. n/a

Email: n/a

Control Manager 12

7 2007 Fu Shun

Liao NingChina

User:FSPC

Project:2.4MMTPADCU+HydrotreatingTel. n/a

Email: n/a


12

8 2001 Irán User:CROS

Project:CDU/VDU+OilDepotTel. n/a

Email: n/a

Deputy ControlManager,Construction

Management

30

Notes:

SORESCODevelopment of the PMC+FEED for Document No. SOR-PMC+FEED-11-0001The Moin Refinery Expansión and Modernization Project Part IV Proforma Agreement

Agreement for Engineering and Project Management ServicesPage2 of2

(1) In order to admit its proposal it shall be required a minimum of fifteen (15) years of experience,however, Contractor Representative shall be qualified to have 20 years relevant workingexperience.


(3)For each item it shall have to endose the contract, certainty or respective certificate, those that couldbe emitted by the Consulting Company that offered the service or by the user Company ofhimself, according to whom it may concern. This requirement along with SummarizedCurriculum Vita and simple document copy that credits the antiquity as professional shall haveto be presented before signing the contract.

Company/signature of Legal RepresentativeCompany/signature:Ñame (optional seal):Date: of of2011.


Resume

SUMMARY

Chen ZhongjiangProject manager

18 years project management experiences in petrochemical industry, vice director of CEI projectmanagementdepartment in charge of overseas project management. Sénior engineer, with PMP certifícate, Registeredqualification certifícate constructor, Registered qualification certifícate consultant engineer. Certifícate ofengineering project manager. Participated in EPC management and engineering management in many overseasand domestic projects in Sinopec and in PetroChina.

EXPERIENCE

2007 - Present PM, CEI, QINGDAO

Project Manager-CEI

Dalian Changxing Island 13MMTPA (grass-root)/15MMTPA (relocation) refinery project, FSR

Project Manager-CEI

UgandaHOIMA3MMTPA refinery project , grass-root, FSR

Project Manager-CEI

Yunnan petrochemical company 10MMTPA refinery project, grass-root, PMC

Deputy Project Manager-CEI

Guangdong PetroChemical Company 20MMTPA heavy crudeoil processing refinery project, grass-root, FEED

Control Manager-CEI

Sichuan Petrochemical 10MMTPA Refinery project, CDU/VDU, grass-root, EPC

Project Manager-CEI

Chad N'Djamena I MMTPA Refinery Project, grass-root, FEED+EPC

Deputy Project Manager-CEI

Fushun Petrochemical company 2.4MMTPA DCU+ Hydrotreating unit in, grass-root, FEED+EPC

1998-2007 PM.SEI, BEIJING

Deputy Control Manager-SINOPEC

Irán CROS Project, CDU/VDU+ Oil Depot, EPC

Construction Management-SINOPEC

SionpecTianjin Petrochemical company Aromatic united unit, EPC

002-000-CPF-016 (007848) HRF-0033Rev6(03-Feb-09)

Corporate Base Page

EcoNomic

r£>

WorleyParsons Chen ZhongjiangProject manager

resources & energy

Resume

1993 - 1995 PM, CNPC, DAQING

EDUCATION

Construction Management-CNPC

Oil Field Construction Project, No. 2 Oil Extraction, Daqing Oil Field

BS, xi'an petroleum institute, 1993

MS, Beijing polytechnic university, 1998


PMP(Project managementprofessional),by PMI,2003,certifícation number: 181220

Registered qualification certifícateconstructor, 2009, No.0313216

Registered qualification certifícate consultant engineer, 2003,No.0040103

Certifícate of engineering project manager,2010,No.EPMC-EPM03692


"WBS Example in EPC management of some overseas grassroot refinery", fírst-author, Petroleum andchemical construction, Vol.30 No.6 Dec.2008

"Revamp vvelding of nozzle at Crude Column" fírst-author, Petro-Chemical Equipment Technology,2003,24( 6).

"Study on ultrasonic non-destroyed test technology for inner crack of pressure vessels made of steel" Co-author, Welding, 2004,(4).

"The cure channels of materials" Co-author, Journal of Beijing polytechnic university,Vol.24 No.2 Jun.1998.

"A cure study on material" Co-author, Journal of Beijing polytechnic university,Vol.24 No.3 Sept.1998.

"Development of the viscoelastic damper" Co-author, Journal of Beijing polytechnic university,Vol.24 No.4Dec.1998.

SPECIFÍC TECHNICAL EXPERT1SE/SPEC1ALIST COURSES

Member of CNPC project management professional lecturer bank, member of CNPC project type projectmanagement appraising expert bank, gained level II certifícate in radiating ray, ultrasonic, magenetic andpenetrating in NDE.

^002-000-CPF-016 (007848) HRF-0033 Corporate Base Page 2 / f~/Rev 6 (03-Feb-09)

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Page 1 of 2




ÑAME: Huí TianPROFESSION: Technical Chief

AGE: 49

Item Year of

beginningofthe

Project (1)

Country andLocation





participated

Months in the

indicated

project

1 2009 Weihai

Shandong

User: Petrochemical

Project: Refining ProjectTel.

Email

Project managerTechnical chief

31

2 2008 Jinxi

Liaoning

User: Petrochemical

Project: Refining ProjectTel.86-429-2178297

Email

Project manager 36

3 2006 PengzhouSichuan

User: Petrochemical

Project: Refining ProjectTel.86-13982214883

Email

Project manager 48

4 2004 Qinzhou

Guangxi

User: PetrochemicalProject: Refining ProjectTel.

Email

Deputy Projectmanager

49

5 2002 GuangdongChina

User: ZhenjiangProject: RefiningRevamp ProjectTel.

Email

Engineering Manage 25

Notes:

(1) In order to admit its p roposal it shall be required a mínimum of fifteen (15) years of e xpenence,however, Contractor Representative shall be qualified to have 20 yea rs relevant workingexperience.

(2) Refining Project or si milar: It refers to proj ects of Petroleum Refineries, Petrochemical Plants, orPlants of Gas Processing

(3) For each item it shall have to endose the contract, certainty or respective certificate, those that couldbe emitted by the Consulting Company that offe red the servi ce or by the user Company ofhimself, according to whom it may concern. This requirement along with SummarizedCurriculum Vita and simple document copy that credits the antiquity as professional shall haveto be presented before signing the contract.

Company/signature of Legal RepresentativeCompany/signature:Ñame (optional seal):


Date: of of2011.



Page 2 of 2

WorleyParsons Hu¡ T'anTechnical Chief

resources & energy

SUMMARY

EXPERIENCE

Resume

Twenty-eight years of experience in petroleum/petrochemical/refiing mechanical design, technicalservice, research, and eight years with CEI, Experience includes crude and vacuum, hydrotreating,reforming, isomerization, fluid catalytic cracking, caustic treating, benzene extraction, hydrocrackingand utilities.

2004- Present Vice Chief Engineer - CEI, Qingdao

Project: Weihai Petrochemical 20MTPA Refining Project (grassfield) - FSR as Projectmanager and technical chief.

Project: Jinxi Petrochemical Company 10MTPA Refining Project PM, FSR, DD

• HCU 150*104t/a• ARDS 120x104t/a

• FCC120x104t/a

• CCR 60x104t/a

Project: Huabei Petrochemical 10MTPARefining Revamp Project , PM, FSR, BED, DD

• CDU/VDU 270x104t/a

• HCU 320x104t/a

• FCC80x104t/a

• FCCR110x104t/a

Project: Sichuan Petrochemical 10MTPA Refining Project PM,CDU7VDU 1000x104t/a FSR, GD, EPC

Project: Liaohe Petrochemical 5MTPA Upgrading Project PM, FSR, BED, DDCDUA/DU 250x104t/a

Project: Zhuhai Petrochemical 20MTPA Refining Project, Checker

Project: Chad Petrochemical 1MTPA Refining Project, Reviewer, FSR, BED, DD• CDU&VDU 100x104t/a

• DHT50x104t/a

• FCCR, 10x104t/a• hydrogen unit 15000nm3/h

Project: Araya 10MTPA Refining Revamp Project, Reviewer ,FSR

Project: Qingyang Petrochemical 3MTPA Refining Project, ,Checker ,FSR, GD, DD

• CDUA/DU 500x104t/a

• FCC160x104t/a

002-000-CPF-016 (007848) HRF-0033 Corporate Base ' PageRev 6 (03-Feb-09) /

EcoNorriics

WorleyParsons Hui TianTechnical Chief

resources & energy

1976-2004

EDUCATION

Resume

Project: Guanxi Petrochemical 10MTPA Refining Project, Deputy PM

• CDUA/DU 1000x104t/a FSR, GD, DD• HCU220x104t/aFSR,FEED• CCR 220x104t/a FSR.FEED• FCC350x104t/a FSR.FEED• NHT 250x104t/a FSR, GD, DD• DHT240x104t/a

Sénior Mechanical Engineer ,Luo yang Petrochemical Design Institute, Luoyang

Project: Zhenjiang 5MTPA Refining Revamp Project, Engineering Manager

Project: Jilin Russin Oil 5MTPA Refining Upgrading Project, Discipline Leader

Project: Hainan Petrochemical 6MTPA Refining Project, Discipline Leader

Project: Changling 5MTPA Refining Process optimizing Project, Discipline Leader

Project: Maoming Petrochemical 18.6MTPA Refining Project, Designer

BS, Chemical Mechanics , Zhen zhou Engineering Institute, 1983

MS, Chemical Mechanics, Zhen zhou Engineering Institute, 1989


Registered Consultant of China # 19200900039


"Optimizing forGeneral Process Flow of Grass field refinery" , Co-author, Petrochemical Techniqueand Application, March 2010

"Using PIMS software to optimize General Process Flow of refinery" , Co-author, PetrochemicalTechnique, Jane 2010

"Energy Conservation Analysis of Propane Deasphalt Unit" , Co-author, RefiningTechnique andEngineering, Sep, 2009" Benchmark EnergyCost Analysis of CDU/VDU" Co-author, Energy Conservation , Nov.2009"Energy Conservation Analysis of CDU/VDU" . author, Energy Conservation and Environmental

Protection , Dec.2009

002-000-CPF-016 (007848) HRF-0033Rev6(03-Feb-09)

Corporate Base

EcoNomics

WorleyParsons Huí TianTechnical Chief

resources & energy

Resume

"Energy Conservation Analysis of Process Units" , Co-author, Refining and Chemical, April 2009" Economy Analysis between Ammonia Compressed refrigeration and Absorb refrigeration " author,

Energy Conservation and Environmental Protection , March 2002


ASPEN PIMS, HTFS+2004. 2(TASC+/ AC0L+), HTRI.

002-000-CPF-016 (007848) HRF-0033 Corporate Base Page 3Rev 6 (03-Feb-09)

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FORMATS OF EXPERIENCE OF THE PROFESSIONAL PERSONNEL IN THE SPECIALITY DURING THE LAST

10 YEARS (JANUARY 2001 TO THE PRESENT)

WPC INTERFACE MANAGER OF THE SERVICE:

ÑAME: Feng ZhangPROFESSION: WPC Interface ManagerAGE: 41

ítem Year of

beginningofthe

Project(1)

Countryand

Location



Experience likeGeneral Coordinator in

the Project in whichHE/SHE participated

Months in the

indicated

project

1 2010 BeijingChina

User: CEI

Project: Huhliot CCRTel. 010-58170101

Email: lintaoYfcnpccei.cn

Project Manager 6

2 2009 BeijingChina

User:CNODC

Project: Iraq Halfayaoilfieid development ProjectTel.N/A

Email N/A

PMT EngineeringManager

10

3 2008 BeijingChina

User: CNODC&CPE

Project:Niger oilfieiddevelopmentTel. N/A

Email N/A

PMC EngineeringManager

12

4 2006 BeijingChina

User: conocophillipsProject: Mingzhu FPSOTel.010-84538666

Email N/A

Instrument lead/ Sénior

Instrument Engineer18

5 2001 BeijingChina

User: CNPC design instituteProject: PetrochemicalTel. 010-59083437

Email

PM/ Instrument lead/

Sénior Instrument

Engineer

60

Notes:

(1) In order to admit its proposal it shall be required a mínimum of fifteen (15) years of experience, however. ContractorRepresentative shall be qualified to have 20 years relevant working experience.

(2) Refining Project or similar: It refers to projects of Petroleum Refineries, Petrochemical Plants, or Plants of GasProcessing

(3) For each item it shall have to endose the contract, certainty or respective certificate. those that could be emitted by theConsulting Company that offered the service or by the user Company of himself, according to whom it mayconcern. This requirement along with Summarized Curriculum Vita and simple document copy that credits theantiquity as professional shall have to be presented before signing the contract.


002-000-CPF-016 (007848) HRF-0033Rev 6 (03-Feb-09)

Corporate Base

EcoNonjkzs


Feng ZhangTitle

SUMMARY

EXPERIENCE

Resume

18 years continuously experience working in Design Institute or Engineering Corp.Strong experience in engineering management and Engineering service.Industries Involved in Offshore oil(Platform & FPSO), onshore Oil & Gas, Refinery &Petrochemical, Chemical, Water Treatment.Have good knowledge to each disciplines. Included Process, Instrument, Electrical, Mechanical,Piping, Civil &Structure, Safety. Good knowledge to Instaliation and Operation.Excellent working knowledge to IEC,API, ISA, ASME and ANSÍ, All ofthe relevant Chínese localCodes and Standards. Instrument discipline background.Flexible, capable, Co-operative, hard-working, dedication.

2009 - Present PM/EM, WorleyParsons, Beijing

CNPC-CEI: Huhhot refinery ProjectRole: Engineering Manager (PM of WPC)Responsible for management of project engineering in detail design phase. Manage and monitorengineering included schedule, quality and project cost. Project risk identification, evaluation, mitigation.HSE management. Responsible for the project running always towards project target.

CNODC: Iraq Halfaya Oil Field Development ProjectRole: PMT Engineering ManagerResponsible for management of project engineering in FEED phase and detail design phase.Responsible for giving owner's input to engineering. Manage and monitor engineering includedschedule, quality and project cost. Approve all the design drawings. Project risk identification,evaluation, mitigation. HSE management. Responsible for the project running always towards projecttarget.

CNODC & CPE: Niger Upstream Development Project (PMC)Role: PMC Engineering Manager (PM of WPC)Responsible for manage Engineering EP contractors and the interface between EP contractor andconstruction contractor. Responsible for approval all the design drawings of all disciplines. Provideuniformity between EPC contractors in use of common system and design standards, Project riskidentification, evaluation, mitigation, and monitoring, project cost control and master schedule controland measurement, quality control, HSE management during design phase.

2005 - 2008 Sénior Instrument Engineer, WorleyParsons, Beijing

ROC Oil & CNPC: ZAP ZhaoDong Área Platforms Project (FEED+DD)Role: IDP Instrument Lead

Responsible for lead and supervise the engineering in IDP project part (OPA, OPB, ODA, ODBplatforms).To allocate engineering resources in order to complete all deliverables for the discipline within theallocated staff hour budget and schedule.To specify and select appropriate equipment to allow the project to develop a practical and/economicdesign.To ensure technical integrity of design deliverables for the discipline.

002-O0O-CPF-O16 (007848) HRF-0033Rev6(03-Feb-09)

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EcoNomi

WorleyParsons Feng Zhangw Title

resources & energy

Resume

To review and approve the design documentation prepared by the discipline.To liaise with other design groups, and to co-ordinate the discipline activities with the other groups toachieve the overall project design objectives.To ensure conformance with customer requirement.Responsible for input to the project reporting system.

ConocoPhillips China Inc.: Mingzhu FPSO Modification ProjectRole: Sénior Instrument EngineerResponsible for vendor data review and TBA in detail design.Responsible for lead and supervise all the engineering technical support to that project after detaildesign. Included fabrication supervising, all the engineering change and optimization, consultant,clarification, DCS/ESD software configuration, whole system commissioning, whole FPSO processstart-up, training to Operation.

BOC Inc.: BOC Qilu ASU Project & BOC INCO project(PMC)Role: PMC Sénior Instrument EngineerParticipated in basic design and detailed design review, procurement management, TBE, coordination,reporting.

Celanese Nanjing Inc.: Aquarius(acetic acid ethylene) Project (FEED)Role: Sénior Instrument EngineerParticipated in the basic design of Celanese Aquarius Project, responsible for P&IDs modification,Instrument Datasheets, Main Cable tray plan, Grounding system drawing, Power supply systemdrawing, process system description and design philosophy, the relevant Technical Bid Analysis.

CNPC-AMG: Third Oil & Gas Treatment Plant Design Review ProjectRole: Sénior Instrument EngineerReview all the detailed design of CPE Southwest Company for Sulfur Removal unit for the Third Oil &Gas Treatment Plant of Kazakhstan.

2004 - 2005 PM&Instrument Lead, CNPC Jinxi Petrochemical Design Institute, Liaoning province

CNPC JinXi Tank Farm for Gasoline & Aviation Kerosene Automation ProjectRole: Project ManagerResponsible and managed all the Engineering of the entirely project, responsible for the schedule, totalcost and quality.Responsible and lead all the Engineering in instrument discipline (FEED+DD).Cooperated with the owner (CNPC).Purchase service and Site service.

1993 - 2004 PM/Instrument Lead, CNPC Jinxi Petrochemical Design Institute, Liaoning province

Guizhou Lantian 15 Thousand Ton TCE Unit ProjectRole: Instrument Lead EngineerResponsible and lead all the Engineering of instrument discipline.Purchase service and Site service.

Inner Mongolian Alashandakang 30 Thousand Ton TCE Unit ProjectRole: Instrument Lead EngineerResponsible and lead all the Engineering of instrument discipline.

CNPC JinXi Lubricating Oil Lading Trestle Modification ProjectRole: Instrument Lead Engineer

002-000-CPF-016 (007848) HRF-0033 Corporate Base /Ufá^ Page 3Rev6(03-Feb-O9) átfv

EcoNomi

WorleyParsons Feng ZhangTitle

resources & energy

Resume

Responsible and lead all the Engineering of instrument discipline (FEED+DD).

COOEC Mingzhu FPSO Modification ProjectRole: Project Manager of JUTAL partResponsible for the project executive between ShenZhen JUTAL &COOEC. Coordination with COOECto make sure the cooperation is successful.Managed the JUTAL part engineers of each disciplines.

Detail Design of Living Quarter and MEM of FPSO of Belanak Field ProjectRole: Instrument Lead EngineerResponsible and lead all the Engineering of instrument discipline (FEED).Cooperated with the owner (Halliburton).

CNPC JinXi North Distillation Unit Modification ProjectRole: Instrument Lead EngineerResponsible for all the basic design and detail design work in this project, including develop andcomplete all the design document and drawing, Shortly participated in commissioning and construction.FEED+DD

CNPC JinXi Phase II construction of waste water treat factory ProjectRole: Instrument Lead EngineerResponsible for all the basic design and detail design work in this project, including develop andcomplete all the design document and drawing, Shortlyparticipated in commissioning and construction.

50000m3 Crude Oil Tank Farm and 2000m3 Spherical Tank Farm of CNPCRole: Instrument Lead EngineerResponsible for all the basic design and detail design work in this project, including develop andcomplete all the design document and drawing, Shortly participated in commissioning and construction.FEED+DD

CNPC JinXi Gas Distillation Unit Modification ProjectRole: Instrument Lead EngineerResponsible for all the basic design and detail design work in this project, including develop andcomplete all the design document and drawing, Shortly participated in commissioning and construction.FEED+DD

CNPC JinXi Heavy Oil Catalysis Unit Modification ProjectRole: Instrument Lead EngineerResponsible for all the basic design and detail design work in this project, including develop andcomplete all the design document and drawing, Shortly participated in commissioning and construction.

Convey Water Construction of PingShan Source of Huludao CityRole: Instrument Lead EngineerResponsible for all the basic design and detail design work in this project, including develop andcomplete all the design document and drawing, Shortly participated in commissioning and construction.FEED+DD

CNPC JinXi Catalysis Unit Modification ProjectRole: Instrument Lead EngineerResponsible for all the basic design and detail design work in this project, including develop andcomplete all the design document and drawing, Shortly participated in commissioning and construction.

CNPC JinXi Hydrogenation Unit Modification Project002-000-CPF-016 (007848) HRF-0033 CorporateBase ¿%/L XV^V" Page4Rev6(03-Feb-09) 't MT 1 .,

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WorleyParsons Feng ZhangTitle

resources & energy

EDUCATION

Resume

Role: Instrument EngineerResponsible for all the basic design and detail design work in this project, including develop andcomplete all the design document and drawing, Shortly participated in commissioning and construction.

CNPC JinXi Heavy Oil Delay Scorch Unit Modification ProjectRole: Instrument EngineerResponsible for all the basic design and detail design work in this project, including develop andcomplete all the design document and drawing, Shortly participated in commissioning and construction.

CNPC JinXi MTBE Unit Modification and Lading Trestle ProjectRole: Instrument EngineerResponsible for all the basic design and detail design work in this project, including develop andcomplete all the design document and drawing, Shortly participated in commissioning and construction.

Bachelor Degree, Fushun Petroleum College, China, 1989.9 -1993.7


Registered Sénior Instrument Engineer, #ZGB03012197

PMI Member, #1975410, PMP certifícate, #1425726


The Classic Using about F&G System in Offshore Oil Engineering, Automation in Petro-chemicalIndustry, March, 2009.

The Classic Using about HIPPS in Offshore Oil Engineering, Oil Field Equipment, 5th, 2007

SPECIFÍC TECHNICAL EXPERTISE/SPECIALISTCOURSES

Tsinghua Aura Project Management Training Course.

WorleyParsons EMS training Course

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Zhang JianjunProject Manager

Resume


FORMATS OF EXPERIENCE OF THE PROFESSIONAL PERSONNEL IN THE SPECIALITY DURING THE LAST10 YEARS (JANUARY 2001 TO THE PRESENT)


ÑAME: Zhang Jianjun

PROFESSION: Project Manager

AGE: 41

ítem Year of

beginningofthe

Project(1)

Countryand

Location

User/Client, Project and person whocan give references (2) (3)

Experience likeGeneral

Coordinator in the

Project in whichHE/SHE

participated

Months in

the indicated

project

1 2011 China

SiChuan

User: Chevron

Project: ChuanDongBei Gas PlantTel. 01059084012

Email: Kevin.Kidd(o)chevron.coni

EngineeringManager

7

2 2010 Venezuela User: CNOOC

Project: CNOOC North ParsProject- LNG Plant-Tel. 01059084012

Email:

Joestar.Chuangi®worleyparsons.com

Project Engineer 8

3 2009 Chad

N'DjamenaUser:

Project: Chad N'Djamena RefineryProjectTel. 0532-80950209

Email chenzhongjiang(tf)cnpccei.cn


11

4 2008 China

KunShan

User: DSM

Project: DSM Kun Shan ProjectTel. 01059084012

Email:

xiaohui.lu^worleyparsons.com

Project Manager 8

5 2006 China

NanJing

User: Celanese

Project: Celanese Nan Jing VAMProjectTel.: 13505152921

En.ail:guiyu.zhouí©celanese.com

EngineeringManager

24

Notes:

(1) In order to admit its proposal it shall be required a mínimum of fifteen (15) years of experience, however, ContractorRepresentative shall be qualified to have 20 years relevant workingexperience.

(2) Refining Project or similar: It refers to projects of Petroleum Refineries. Petrochemical Plants, or Plants of GasProcessing

(3)For each item it shall have to endose the contract, certainty or respective certifícate, those thatcould be emitted by theConsulting Company that offered the service or by the user Company of himself, according to whom it mayconcern. This requirement along with Summarized Curriculum Vita and simple document copy that credits theantiquityas professional shall have to be presented before signingthe contract.

Company/signature of Legal RepresentativeCompany/signature:

002-000-CPF-016 (007848) HRF-0033Rev 6 (03-Feb-09)

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Ñame (optional seal):Date: of of 2011.

002-00O-CPF-016 (007848) HRF-0033Rev 6 (03-Feb-09)

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Resume

Page 2

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WorleyParsons Zhang JianjunProject Manager

resources & energy

Resume

SUMMARY

Nineteen years work experience including piping design, pressure vessel design, engineering management, projectmanagement as well as fifteen months site experience; Eight years experience in Engineering management andexecution , implemented and delivered some foreign invested project as engineering manager; Experienced inhydrocarbons, chemical, pharmaceutical, food industries; Familiar with intemational engineering and project executionprocedures; Extensive experience in current intemational engineering design systems and procedures, as well as Chíneseengineering standard and code.

EXPERIENCE

2008 - Present Project Manager, WorleyParsons, China

ChuanDongBei Gas Plant-ODP3 FEED- Role: Engineering Manager

Overall Engineering ManagementEnsure technical integrity and safety in designControl of project engineering man power and ScheduleCoordinating with clients for all technical issuesInter-discipline information managementMonitor engineering team competency and performancePreliminary design package management

CNOOC North Pars Project- LNG Plant- 20MT/a - Role: Project Engineer and Mechanical leader

• Project Coordinating with head office• Make sure mechanical delivery as required• Check and approve mechanical deliverables

Chad N'Djamena Refinery Project (Secondment to CEI)- Role: Deputy Project Manager

• Overall Engineering Management• Compiled execution plan• Project engineering controls• Develop schedule plan, progress measurement and report• Coordinating interface information• Set up discipline information distribution matrix and follow up• Pursuing supplier's design information via customer• Cióse out report

Sino-Venezuela Guang Dong 20,000,000T/A Reflnery Project (Secondment to CEI)

Role: Project Control Manager

• Plan for overall Engineering Management• Execution plan• Project engineering controls• Develop schedule plan, progress measurement and report

WPC Engineering Knowledge System (EKS) - Role: EKS project manager

• Plan EKS activities and take into action

• Define discipline scope of work• Approve discipline deliverables témplate• Review discipline go-bys• Coordínate and roll out discipline technical information distribution matrix• Review and approve discipline standard information format

002-000-CPF-016 (007848) HRF-0033 Corporate BaseRev 6 (03-Feb-09)

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resources & energy

Resume

• Solve technical issues amongst disciplines

2007 - 2008 Operation Manager, WorleyParsons China, Nanjing office

DSM Kun Shan Project - Role: Project Director

• Overall project engineering management• Focus on critical long lead equipment requisitions• Relationship with customer• Coordinating with key package suppliers.• Coordinating with construction subcontractor

APDS Nanjing Painting Project (proposal) - Role: Proposal Manager

• Preliminary design Package management• Technical clarification with customer• Key plan confirmation with local authorities• Review PDP deliverables to satisfy customer's requirement• Convene company peer review and audit

2003 - 2007 Project Manager, MaisonWorleyParsons, Beijing

Celanese Nan Jing VAM Project - Role: Engineering Manager

• Overall Engineering Management of Project• Compiled execution plans for engineering and implementation• Ensure technical integrity and safety in design• Take responsibility in quality and consistency of engineering activities• Liaising with Procurement and Construction team• Establish and control of project engineering man power and Schedule• Coordinating with clients for all technical issues• Inter-discipline information management• Highlight technical issues that may need additional review or actions• Effectively communicate with Local technical committee team and project management• Continuously monitor engineering team competency and performance• Preliminary design package management• Local authority related technical support

Feasibility Study ReportLabor Safety Assessment technical supportOccupational Disease Harm Assessment technical support

- Environmental Assessment report technical supportEnergy consumption report

• Support procurement to issue Material requisition and Technical bid analysis• Support construction to solve field technical issues• As-built drawings preparation• Closeout report of engineering

Celanese Nan Jing Ac20 project

Role: Preliminary Design Manager (early stage)

Site Engineering Manager (construction site)

002-000-CPF-016 (007848) HRF-0033 Corporate Base ^ Page 4Rev6(03-Feb-09) ./

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Resume

• Local authority related technical support

- Feasibility Study ReportLabor Safety Assessment technical supportOccupational Disease Harm Assessment technical supportEnvironmental Assessment report technical supportEnergy consumption report

• Coordínate to develop Preliminary Design• Issue field design change notice and deal with technical issues• Support procurement on site• Support construction to solve field technical issues• Support Quality department• Communicate with handover team

• Closeout report of engineering

Ashland Polyester Resin Reactor System (Phase II)

Role: Project manager/Engineering manager

Take overall Engineering responsibilitiesDevelop engineering execution plansMake sure the quality and consistency of engineering activitiesLiaising with Procurement and Construction teamEstablish and control of project engineering man power and ScheduleInter-discipline information managementHighiight technical issues that may need additional review or actionsContinuously monitor engineering team competency and performancePreliminary design package managementReview and comment Feasibility Study ReportDevelop preliminary design packageSupport construction to solve field technical issuesAs-built drawings preparationCloseout report of engineering

P&G Expansión (TF) Project- Role: Project Manager

• Review and comment preliminary design package• Coordínate inter-discipline information• Be responsible for quality, budget and schedule• Communicate with Client

• Detail design execution

1992 - 2003 Engineering Manager, Jing Ding Engineering & Constructions Co., Ltd., Beijing

FCFC ABS NINGBO Plant - Role: Project Manager

Overall Project ManagementCompiled project execution planControl of engineering cost and scheduleCoordínate with clients for all technical issues

Preliminary design package design and managementLocal authority related technical supportInter-discipline design management

Corporate Base Page 5 / t~)002-000-CPF-016 (007848) HRF-0033Rev 6 (03-Feb-09)

EcoNomics


resources & energy

EDUCATION

FPCC 21,000,000 MTA Refinery - Role: Engineering Manager

• Coordinating with Client• Improving business

Bachelor, Shenyang Chemical University, Shen Yang in 1992


Sénior Mechanical Engineer

CPMP membership


Pressure vessel design training

Furnace design Training

Piping design Training

Steel structure design Training

Primavera 6 software

Project management training

Resume

002-000-CPF-016 (007848) HRF-0033 Corporate BaseRev 6 (03-Feb-09)

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EcoNomics,V




Page 1 of 2




ÑAME: Sadi Dianat

PROFESSION: PMC/PMT Project DirectorAGE: 65

Item Year of

beginningofthe

Project (1)

Countryand

Location





participated

Months in the

indicated

project

1 2010 Haiphong,Vietnam

User: PetroVietnam

Textile Co. (PVTex)Project: PVTex PolyesterPlant Construction Site

Tel. +84 973 529 6968

Email :[email protected]

Write the experience-Construction Site

PMT Project Director-Practically, Also,Managed the HSSEfor the Site.

14 (SameProject asItem 2,Construction

Site)

2 2009 Seoul,Korea

User: PetroVietnam

Textile Co. (PVTex)Project: PVTex PolyesterPlant FEED & Eng'gTel. +84 973 529 6968

Email :[email protected]

Write the experience-PMT ProjectDirector, EPCContractor (Hyundai)Office

15 (SameProject asItem 1, EPCContractor's

Office)

3 2008 Cairo,

Egypt

User: BP Off-Shore

Project: Gulf of Suez Off-Shore Project - FEEDTel.

Email

Write the experience-EngineeringManager

12

4 2007 Seoul,Korea

User: Egyptian RefiningProject: New RefineryTel.

Email

Write the experience-PMC ProjectManager

12

5 2006 Monrovia.

CA, USA

User: North American Oil

Sands Co.

Project: Oil SandsRefiningTel.

Email

Write the experience-Área ProjectManager

12

6 2003 Volgograd,Russia, &Pasadena,USA

US Chemicals WeaponsDemilitarization Project

Write the experience-Site Manager-Manager of Projects

36

7 2000 Carson,USA

BP/ARCO RefineryCapital Projects

Write the experience-Project Manager

36




Page 2 of 2

Notes:

(1) In order to admit its proposal it shall be required a minimum of fifteen (15) years of experience,however, Contractor Representative shall be qualified to have 20 years relevant workingexperience.


(3) For each item it shall have to endose the contract, certainty or respective certificate, those that couldbe emitted by the Consulting Company that offered the service or by the user Company ofhimself, according to whom it may concern. This requirement along with SummarizedCurriculum Vita and simple document copy that credits the antiquity as professional shall haveto be presented before signing the contract.



SUMMARY

Sadi DianatProject Director

Resume

Over 30 years of experience including 22+ years with WorleyParsons, 10 years with JacobsEngineering, and 4 years in Refinery Operation with assignments in Hydrocarbons, Chemicals,Petrochemicals and Oil & Gas Processing.

Extensive training and experience in Chevron and BP's CVP project management methodologyusing the five gated stages: Appraise, Select, Define, Execute, and Opérate; Chevron's ProjectDevelopment and Execution Process (CPDEP), as well as Valué Engineering Practices (VIPs) byBP & Chevron.

Project activities included all phases of project execution consisting of Engineering, Procurement,and Constmction with emphasis on scope development, preparation of detailed cost estimates,resource-loaded schedule for professionals and craft labour, monitoring cost, schedule, productivityanalysis, and materials / equipment procurement. Áreas of particular expertise include:

Project ManagementConstruction ManagementSite ManagementEngineering ManagementPlant Start-up/OperationSafety Engineering and Hazards AnalysisProcess Engineering

EXPERIENCE

197S - 1993 & Project Director2003 - Prese ni WorleyParsons, USA, Korea, Russia, Vietnam, Egypt

$350 Million PetroVietnam Textile (PVTEX) Dinh Vu Polyester Plant Project, PMC,Construction Site PMT Project Director Currently responsible for construction, pre-commissioning, and commissioning activities at the Dinh Vu Polyester Plant construction site,Hai Phong, Vietnam. Daily monitoring of construction HSE, Quality, and Schedule andinterfacing with the EPC Contractor's (Hyundai) site manager to improve Safety and Qualityand remain on schedule. Also, managing a team of multi-disciplines to approve designmodifications, RFI's, and change orders.

$350 Million PVTEX Dinh Vu Polyester Plant Project, PMC Project Manager Responsible forthe engineering, procurement, construction, commissioning, and start up of the plant executed asa lump sum turn key contract by Hyundai Engineering Company in Seoul, Korea andconstructed in Haiphong, Vietnam.

$800 Million BP off-shore Rehabilitation Project at Gulf of Suez, Engineering ManagerResponsible for project execution using BP's CVP processes; and development of projectengineering procedures, supervising engineers and improving quality of the deliverables.Conducted training classes on WorleyParsons EMS and Project Management Processes.

$2.5 Billion Egyptian Refining Company Refinery Project, PMC, Project Manager. Supervisedthe engineering activities of GS E&C (Korean Engineering & Construction Company) on theEPC contract for a 146,000 BPD grass-root refinery in Cairo.

002-00O-CPF-016 (0O7848I HRF-0033Rev5(18-Feb-08)

Corporate Base

EcoNomics

WorleyParsons Sadi DianatProject Director

resources &energy

Resume

$1.2 Billion Russian Chemical Weapons Destruction Complex, Shchuch'ye, Russia, PMC, SiteManager Supervised Russian Engineering Contractors for the entire project. Supervised ateam of over hundred local and expat engineers and support services staff includingprocurement and sub-contracts. All major equipment were procured by WorleyParsons. Also,supervised construction engineering team (field office).

$2.1 Billion North American Oil Sands Upgrader Project, Área Proiect Manager Responsiblefor EPCM for the sulfur recovery, degassing and tail gas units.

$1.4 Billion BP/ARCO Alaska projects, GHX-2 oil/gas/water separation and handling includinghigh and low pressure separation and TEG gas drying facilities at Prudhoe Bay. PrincipalProiect Engineer Responsible for process and utility tie-ins and coordinating process,mechanical process, and instrumentation disciplines activities.

$1.5 Billion Pueblo Chemical Agent Destruction Pilot Plant (PCAPP), Manager of ProjectsResponsible for managing Engineering, Procurement, Construction, Systemization, Start-up,and Operation of the three full scale test facilities at the Pasco Fabrication Facilities (fieldoffice) to investígate the risksassociated with the production plant.

$800 Million SOHIO Endicott oil production facilities in Alaska, Hazard Analvst/SafetyEngineer Responsible for hazard analysis for NGL recovery, seawater treatment and injection,solid waste incineration, nitrogen storage, and heating systems by reviewing construction issueof the P&IDs and using failure modes and effects analysis technique (FMEA) and API 14crequirements.

$300 million Exxon Eagle project, Baton Rouge, Louisiana, Principal Project EngineerResponsible for the Engineering, Procurement, subcontract management, and constructionsupport for the off-site facilities.

$80 million fuel gas de-sulfurization project for Mobil Torrance refinery, Proiect Manager,Project included MEA contactor, Merox unit, oil absorber, and MEA regeneration, as well asvapor recovery, coker blowdown, and coker off-gas compressors upgrade, new cooling tower,and electrical sub-station.

50,000 BPD coal-to-methanol-to-gasoline project for W.R. Grace & Co. Senior/Lead ProcessEngineer for methanol synthesis, air separation, and CO shift conversión. The 18-monthassignment included process evaluation and selection followed by detailed process design; costestimates; risk assessment; client, licensor, and vendor interface; supervisión of other processengineers; and coordination with other engineering disciplines.

$Multi Billion U.S. Army Chemical Stockpile Disposal Program, Baseline Design. SafetyEngineer Prepared safety design requirements manual, performed safety reviews, hazardanalysis and hazard risk mitigation for toxic and hazardous waste destruction facility (i.e.,incineration, scrubbing, filtration, etc) project.

$Multi Million Hyperion treatment plant for the City of Los Angeles. Principal Process/ProjectEngineer, (field office), Responsible for managing several multimillion-dollar capitalimprovement and expansión projects for sludge drying facility using múltiple stage evaporationprocess, as well as sludge combustión in the fluidized bed gasifiers. Activities included:

• Project activities consisted of concept development, testing, preliminary design, detaileddesign, contract negotiation, construction management, and start-up support, as well asplanning, budgeting, directing, and coordinating the work with the client.

002 000-CPF-016 (0078481 HRF-0033 Corporate BaseRev5(18Feb-08)

EcoNomics


resources & energy *

Resume

• Process engineering activities included simulation of the multiple-stage evaporation systems(Carver-Greenfield process) using simulation sciences PRO II program.

1993 - 2003 Jacobs Engineering Group, Los Angeles, California, USA

Project activities for the following projects at theJacobs Engineering Group, Inc. includedmanaging Engineering, Procurement, Construction, and Start-up support, consisting of scopedevelopment, and all aspects of project controls such as preparation of detailed cost estimates,resource-loaded schedule for engineering and craft, and tracking project cost, schedule,materials/equipment procurement, expediting, receipt of materials/equipment, and productivityassessment.

o BP Carson Refinery (field office). California:

• Sulfur Plant Upgrade Proiect Manager Responsible for the Claus and Tail Gas Unitsmodifications including Engineering, Procurement, Construction, and Start-up support.

o Chevron, El Segundo Refinery (field office). California:

• FCC re-instrumentation project. Proiect Manager Responsible for the Engineering,Procurement, Construction, and Start-up support.

• Groundwater treatment project. Proiect Manager Responsible for the Engineering,Procurement,Construction, and Start-up support for the groundwater treatment project.

• Provided technical input for the HazOps analysis of an atmospheric and vacuum crudedistillation unit. Principal Process Engineer

• Ammonia disposal project. Proiect Manager Responsible for the engineering andprocurement for a 90 TPDammonia incineration and tail gas treatment project.

o Unocal Los Angeles refinery, Wilmington, California, (field office):

• Process/Proiect Manager for the process safety management (PSM) activities.

o PBAFF (Pine Bluff Arsenal Fixed Facility) Project. Proiect Manager Responsible for theengineering and design.

o MAPS (munitions assessment and processing system) Project. Technical/Management ConsultantProvided project management and technical support to TVA (Tennessee Valley Authorities)design, engineering, and management team.

o MMD-1 Project, Dugway, Utah. Technical Consultant Prepared documentation and providedtechnical support as required for plant test runs and start-up, (field office).

I96X - 1972 Process/Project Engineer, National Iranian Oil Company, Irán

o As a Process/Proiect Engineer, (field office) with the National Iranian Oil Company, Irán,project activities included:

• Inspected and accepted process units from constructors for a 15,000-BPD oil refinery

• Operation Engineer responsible for hands-on operation of Naphtha Uniformer / Platformerunit for a 100,000-BPD oil refinery.

• Participated in preparing plant operating manuals, plant initial start-up, test runs, productblending and finishing, plant modifications, and troubleshooting. Trained and supervisedprocess engineers and plant operators.

002-000-CPF-016 (007848) HRF-0033 Corporate BaseRev5(l8-Feb-08)

EcoNomics


resources &energy *

Resume

EDUCATION

• Doctorof Philosophy in Chemical Engineering, University of Tulsa, Oklahoma

• Master of Science in Chemical Engineering, University of Tulsa, Oklahoma

• Bachelor of Science in Chemical Engineering, University of Tehran, Irán

• Gradúate Course Work in Chemical Engineering, Stanford University and UniversityofCalifornia, Davis


• Member, American Institute of Chemical Engineers


• Oxygen Absorption and Adsorption in Aqueous Slurries of Powdered Activated Carbón,Nicholas D. Sylvesterand Saadollah Dianat, Ind. Eng. Chem. Proc. Des. Dev.; 1980; 19(1) pp199-201

• Presented a paper on Radioactive WasteTreatment (Parsons Process) at the American/European Nuclear Societies International Conference, November 1984, Washington, D.C.


• Extensive training andexperience in BP'sCVP Project Management Methodology using thefive gated stages as Appraise, Select, Define, Execute, and Opérate

• Extensive training and experience in Chevron's ProjectDevelopment and Execution Process(CPDEP)

• Extensive training and experience in Valué Engineering Practices (VIPs), BP and Chevron

• Project Management Workshop PM-201, Chevron

• Estimating Principies and Contingency Determination, Chevron

• Advanced Financial Information System, Chevron

• Risks Analysis and Decisión Making, BP and Chevron

• Project Management Training, Parsons

*• WorleyParsons Project Management Training Program

• Supervisor Training in Accident Reduction Techniques, Parsons

• Parsons Leadership and Management Program, Parsons

• Incident and Near Miss Reporting and Investigation Procedure Training, Parsons

• Quality Education System, The Ralph M. Parsons Company

• Effective Supervisory Skills, The Ralph M. Parsons Company

• Project Management, The Ralph M. Parsons Company

002-000-CPF-016 (007848) HRF-0033 Corporate BaseRev5(!8-Feb-08)

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Page 1 of 2




ÑAME: Louis Taranqo

PROFESSION: Revamp Proiect Manaqer

AGE: 65

Item Year of Country User/ Client, Project and Experience like General Months

beginning and person who can Coordinator in the Project in inthe

ofthe Location give references (2) (3) which HE/SHE participated indicated

Project (1) project


User/Client: ExxonMobilProject: SAMREF Clean FuelsTel: 626 599 2745


Principal Project Manager 20


User/Client: GASCOProject: Shan GasDevelopment ProjectTel: N/AEmail: [email protected]

Project Director 12

3 2005 Prudhoe

Bay, Alaska,USA

User/Client: BP ExplorationAlaskaProject: Western RegionalDevelopment ProjectTel:+1(907)762-1396Email:

[email protected]

Principal Project Manager 24

4 2002 Pine Bend,Minnesota.

USA

User/Client: Flint Hills

Resources

Project: Hydrogen Plant andPlatformer PSA Unit

Tel: N/A

Email: N/A


5 2001 Benicia,California,USA

User/Client: ValeroProject: Benicia RefineryProjectsTel: N/AEmail:

[email protected]

Project Manager 12




Page 2 of 2

Notes:(1) In order to admit its proposal it shall be required a minimum of fifteen (15) years of experience,

however, Contractor Representative shall be qualified to have 20 years relevant working experience.(2) Refining Project or similar: It refers to projects of Petroleum Refineries, Petrochemical Plants, or Plants

of Gas Processing(3) For each item it shall have to endose the contract, certainty or respective certificate, those that could

be emitted by the Consulting Company that offered the service or by the user Company of himself,according to whom it may concern. This requirement along with Summarized Curriculum Vita andsimple document copy that credits the antiquity as professional shall have to be presented beforesigning the contract.


WorleyParsons Louis V. TarangoPrincipal Project Manager

resources & energy

SUMMARY

EXPERIENCE

Resume

Forty years of experience in projectmanagement, construction management, and engineeringofpipelines, oil and gas production facilities, refineries, petrochemicalplants, and industrial plants.Responsibilities include design engineering,scheduling, costing, progress reporting, materialsmanagement, subcontract supervisiónand administration, and contract administration of majorprojeds. Extensive experience inengineering and construction for extreme weather projects, toinclude modular engineering. Recently completed an assignment for WorleyParsonsArctic ProjectsGroup as the Principal Project Manager for the portfolio of BP Exploration Alaska Western RegionalDevelopment Projects located in Prudhoe Bayat the North Slope of Alaska. Currently assigned asthe PMC Project Director for the Front End Engineering and Designfor the Shah Gas DevelopmentProject to be constructed in Abu Dhabi.

2007 - Present Principal Project Manager, WorleyParsons, California

GASCO, Shah Gas Development Project, Abu Dhabi. Project Director for the Project ManagementConsultant team responsible for managing and administering the FEED Front End Engineering andDesign phase ofthe Shah Gas Development Project on behalf of the client, GASCO. The scope ofthe projectFEED effort provides for the design of a new Processing Facility, SulphurManagementSystem and exportterminal, and a Gas Gathering System to process 1000MMscfd of feed gas andto accommodate 10,000 TPD of sulphur from the Shah project and another 10,000 TPD of sulphurfrom existing and planned sulphur producers. As Project Director, responsible for providing completeand independent project management services and associated activities during the project FEEDphase on behalf of the client to ensure proper definition of project requirements and delivery offit-for-tendering EPC inquiry packages that will result in installations within the cost and schedule targets setbythe client. Management and administration of the PMC is accomplished througha uniquelyqualified team of experts in engineering, projectcontrols, construction,procurement, andsubcontracts to provide complete and independent services to client.

2005 - 2007 Principal Project Manager, WorleyParsons

BP Exploration Alaska, Prudhoe Bay,Alaska, Western Regional Development Project. PrincipalProject Manager responsible for overall engineering, procurement, and construction support for aportfolio of projects undertaken to bring to market additional reserves associated with four NorthSlope satellite fields: NW Eileen, Orion, Borealis, and Polaris, and the redevelopment of the EileenWest End field. These projects provide for new installations and modifications to existing facilities toenhance the separation of oil, water, solids, emulsión handling, and gas handling resulting from theincreased production of a crude mix that is expected to become heavier, colder, more viscous, and isexpected to contain more water and solids. The work is being executed utilizing BP's gatedprocesses for Appraise, Select, Define, and Execute Phases of project development andimplementation. As Principal Project Manager, responsible for overall management and direction ofthe project through a team of Project Managers, Project Engineers, Project Discipline LeadEngineers, and other support staff responsible for executionof the Project's scope ofwork.Responsibilities included oversight of project scope development, end of phase estimate andschedule review and approvals, resource assignments in accordance with manpower forecasts, andmaintaining client relations with in house client representatives and BP sénior management.

2002 - 2005 Construction Manager

Flint Hills Resources, Pine Bend, Minnesota, 65 MMSCFD Hydrogen Plant and Platformer PSA Unit.Construction Manager responsible for construction planning, construction schedule development,developmentof contractingstrategy, constructionsubcontract development, subcontract inquiry,evaluation, award, and home office subcontract administration prior to transfer of administration to

Tarango, Louis V - Construction Manager doc25-OclH

EcoNomics

QK

WorleyParsons Louis v- TarangoPrincipal Project Manager

resources & energy

Resume

site office, temporary facilities planning and client liaison from project reléase through the constructionduration.

National Cooperative Refinery Association, McPherson, Kansas, 34 MMSCFD Hydrogen Plant.Construction Manager responsible for construction planning, construction schedule development,development of contracting strategy, construction subcontract development, subcontract inquiry,evaluation, award, and administration prior to transfer of administration to site office, temporaryfacilities planning, and client liaison from project reléase through the construction duration.

APCI Marathón, Ashland Kentucky, 34 MMSCFD Hydrogen Plant. Construction Manager responsiblefor the management and coordination of the work of múltiple construction contractors during the mainconstruction periodand duringthe pre-commissioning, commissioning, and start-up of a 34 MMSCFDhydrogen plant. Responsibilities included the monitoring of each contractor to ensure the qualityofworkmanship and materials met the contract requirements, assuring that the work was accomplishedin accordance with the overall contract schedule, monitoring of contractor compliance with the projectsafety standards, review of contractors' scheduies and manning levéis, and conducting weeklyprogress reviews of contractor work to ensure overall project objectives were achieved.

2001 - 2002 Project Manager

Valero Benicia Refinery Projects, Benicia California. Project Manager responsible for thedevelopment of FEL Design and AFE estimate preparation for Valero refineryprojects released underevergreen contract basis. Upon AFE approval by Valero Management, assumed responsibility forengineering, design, procurement, constructionsubcontract development, subcontract inquiry andaward, and construction management of the facility.

2000 - 2001 Director General

PEMEX- Refinación Madero & Tula, México. Director General of Parmetek S.A. de C.V., a jointventure company established in México to perform project management services for PetróleosMexicanos' (PEMEX) projects at Madero and Tula. As Director General, responsible for the day today operationof the Paremtek S.Ade C.V. administrative office, the overall operational responsibilityfor the Madero and Tula project execution, and direction of the joint venture's performance of thecontract. Duties included the development of the operating budgets for the Corporation in conjunctionwith the respective project managers, participation in the strategic planning of the Corporation,general coordination between the respective projectmanagers, establishment and maintenance ofsound client relations, reporting of financial health of the projects and of the joint venture to theShareholders and Executive Committee on a monthly basis, and providing assistance in theresolution of legal issues affecting the joint venture operation.

1998-2000 Project Manager

Petrokemya Olefins lil Project, Saudi Arabia. Resident Project Manager (México City, México)responsible for directing technical services of a Mexican subcontractor in detailed design, projectcontrols, and production engineering to assure subcontractor conformance to project requirementsand standards, ensure contract compliance, interfacing engineering and construction scheduies, andworking with subcontractor management team to recognize engineering deliverable dates,construction schedule needs, and deadline requirements.

Project Manager (Pasadena, California) responsible for home office front-end engineeringand detaildesign of the ethylene plant of the Olefins III project. As Project Manager, responsible forengineering, design, procurement, and project control of the ISBL component of the ethylene plant.The work included development of the engineering work packages that were to be transferred to thetechnical services subcontractor for performance of detailed engineering.

Tarango. Louis V•Construction Manager.doc Page225 0CI11 . ..

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WorleyParsons Louls v- TarangoPrincipal Project Manager

resources & energy

Resume

1998 Engineering Manager

Development of a Front End Engineering and Design Package for a 600 MTA Ethylene Unit to beconstructed in Terneuzen, The Netherlands. Responsible for the overall execution of the projectengineering operations as established in the contract documents including scope development andplanning, performance monitoring, coordination of the planning and scheduling of theengineering anddesign effort, and ensuring quality and technical adequacyof the design.

1997 Manager of Proposals

Manager of Proposals responsible for directing a team of specialists in the áreas of Project Controls,Procurement, Graphic Arts and SystemATechnology in the planning and developmentof all proposalsfor the Petroleum and Chemical Business Unit. Responsible for ensuring that proposal work methodsand procedures were current and applied consistently to all proposal efforts.

1994 -1996 Project Manager

Sonatrach, Hassi Messaoud Oil Gathering and Gas Re-injectionSystems Optimization Study, Algeria.Responsible for directing an integrated team of Sonatrach, Brown &Root, and Brown &Root CóndorAlgerian engineers and specialists in the analysis of the existing oil and gas network systems in orderto identify constraints in the current systems, and propose the necessary modifications for the currentsystems and future expansions to ensure that the Hassi Messaoud oil field developmentprogramobjectives of increased production were achieved.

Saudi Petrochemical Company (Sadaf), Al-Jubail, Saudi Arabia. Sadaf Expansión Project.ProvidedManaging Contractor services to include overall project coordination, and management of designatedengineering contractors, program materials management, and construction of newand expandedportions of the petrochemical complex consisting ofa new 700MTBY MTBE complex, CA/EDC plantexpansión, ethylbenzene/styrene plant debottlenecking, and new and expanded Utilities, offsites, andcommon support facilities. Project Manager for ContractorManagement Team for Utilities, Offsites,and Common Facilities responsible fordirecting a team of experts indesign, project controls,construction, and subcontracts to assure engineering contractor conformance to project requirementsand standards, ensure contract compliance, interfacing engineering and construction scheduies, andworking with contractor management teams to recognize engineering deliverable dates, constructionschedule needs, and deadline requirements

1993 -1994 Project Engineer

ARCO, Carson, California. Responsible for overall engineering, detaildesign, fabrication, andconstruction interface of múltiple NOx and CEM instaliation projects at the Brown &Root field officesat the Los Angeles Refinery

1990 -1992 Project Manager

ARCOAlaska North Slope Project. Responsible for overall engineering, detailed design,procurement, fabrication, and construction interface of múltiple North Slope pipeline, power line, anddrill-site projects at the Kuparuk River field, including water injection technology forenhancedrecovery.

1988 -1990 Principal Construction Planner

Mobil Chemical Company, Joliet, Illinois, Polystyrene HIPS II Project. Engineering, procurement andconstruction managementof local unión subcontractors for this 120 MM pound per year HIPSpetrochemical plant. Responsible for preparation ofconstruction execution plans,constructabilitystudies, detailed construction scheduies and subcontract packages.

Tarango. Louis V-Construction Manager doc Pa9e 3

EcoNomics

WorleyParsons Louis v- Tarangow Principal Project Manager

resources & energy

Resume

1986 -1988 Project Manager/Construction Engineer

Kuwait Oil Company, Kuwait, Gas &Condénsate Pipelines. Engineering, procurement, andconstruction management for the400 MMSCFD natural gas Iraq-Kuwait pipeline system. This projectconsisted ofapproximately 100 miles each of a 36-inch gas line and a 10-inch condénsate linebetween gas gathering facilities in Iraq and Kuwait. Included in the project were compressor stationrevamps, slug catcher, metering system and SCADA system installations. Responsible for planning,field engineering, start-up operations, scheduling, costing, progress reporting, materials management,subcontract and contract administration of the project.

1978 -1985 Project Engineer

Kuwait Oil Company, Kuwait City, Kuwait, GC15 and GC25 Gas-Oil Separation Plants. Providedengineering, procurement and construction services for two 250,000 BPD gas-oil separation plants.Responsible for client liaison, supervisión of field engineering staff and financial, contract andsubcontract administration of project.

Exxon Research &Engineering, Parachute, Colorado, Colony Shale Oil Project. Engineering andprocurement for this advanced technology project converting shale to crude oil. Responsible fordevelopment of modular design criteria and execution plan for the project. Member of modularizationsteering committee formed to establish overall modular engineering and construction direction andexecution of the project.

Shell Canadá, Edmonton, Canadá, Scotford Refinery Project. Engineering, procurement andproduction services for a grassroots 50,000 BPSD refinery. The total installed cost was US $950million. Produced synthetic crude from Athabasca oil. Responsible for development ofprojectmodular engineering concepts, and subsequent design and construction coordination.

USI Chemicals Company, Acetic Acid Plant Project, Texas. Engineering services todesign an aceticacid plant and support the shutdown/revamp of the adjacent vinyl acétate monomer plant, includingUtilities and construction/revamp of facility.

1975 -1978 Field Engineer

EDUCATION

UNOCAL, Kenai, Alaska, Ammonia and Urea Project. Development of design drawings forcompressor modules for a 1500 TPD ammonia/urea plant. Duties included pipe fabrication shopresidence, and supervisión ofdesign team at module fabrication facility in Anacortes. Washington.SéniorField Engineer in Kenai during construction/erection of process modules.

During Home Office engineering phase, responsible for the modular design of the ammonia plantcompressor installations. Resident Engineering Coordinator in Houston, Texas pipe spool fabricatorshop, responsible for design clarification and logistics for fabrication and transportation of pipe spoolsto meet module construction and transportation priorities.

Business Administration, California State University - Los Angeles


OSHA 10 Certification

Tarango, LouisV •Construction Manager.doc25-0ct-11

WorleyParsons Louis v. TarangoPrincipal Project Manager

resources & energy

Resume


Crisis Management, Brown & Root

Managing Quality Improvements, Brown & Root

Methods and Tools, Brown & Root

Time Management, Brown & Root

Management Challenge, Brown & Root - Instructor

Business Acquisition, Brown & Root

Diversity, Brown & Root

Languages - Spanish

Tarango. Louis V•Construction Manager doc /ñ p396 5

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TO WHOM IT MAY CONCERN:

SUBJECT: Professional Qualification of Louis V. Tarango

It is WorleyParsons' policy to accept relevant equivalent experience in lieu of a degree/diploma. This is

officially indicated on the following job description for Principal Project Manager, the grade Louis V.

Tarango is currently holding within WorleyParsons.

Icertify that Louis V. Tarango is fully qualified for the position of Principal Project Manager and is,

therefore, fully qualified for the IPMT position of Revamp Project Manager.

Thomas S. Boon

Vice President, WorleyParsons

Hydrocarbons Business Unit Manager

WortsvParaon*

Job Description

Note: All Sections of this Job Description are compulsory

Position Title: Project Manager, Principal

CSG (HR Organisation)/Region:

Reports To (Position Title):

# Direct Reports:

Ñame Of Current Incumbent:

Date Completed:Jun-09

Why Does This Position Exist?

Provides direction and management for every phase of a major program to ensure on-schedulecompletion within or below budget and in accordance with contractual obligations. Plans anddefines program goals and devises methods to accomplish them; develops in-depth knowledge ofcustomer objectives, contract terms, and corporate policies. The program managed by this levelofProject Managerwill typically have TICup to $1 billion. or be ofa technical or managerialcomplexity to requirea Project Managerof this stature. Priorexperience must includesignificantproject experience and successful project management.

Major Accountabilities Of Position:

Priority What - How - Why Responsibility% of total

job

Plans, directs, supervises, and controls the execution of all business, technical, fiscal, andadministrative functions ot the assigned program, project, or subtask. Acts as the Companyrepresentativewith the customer and selected suppliers during the program execution.Negotiateschanges to the scope of workwith the customer. Assists business developmentin understanding customer issues and business plans in order to market and securenew/additional work.

Establishes the program requirements forall áreas of the program, and monitors the draftand final deliverables for adherence to these criteria Assigns responsibility to executingproject plans for key subordinates and assesses how to utilize their qualifications andstrengths. Provides input to performance reviewsand development plans for subordinates.

Promotes technical excellence as well as the improvement of the Quality ImprovementProcess.

Mobilizes Company resources, through effective liaison with support departments, otheroffices, or subsidiaries, to créate project teams capable of completing effective, quality work.Works with individual lead discipline engineer to develop budgets. scheduies and plans forthe various elements ol a project. Ensures that the project meets or exceeds goalsestablished in these plans.

Monitorsand reports to management on the progress of all project activity within theprogram, including significant milestones, and any conditions which would affect project costor schedule. Works with individual lead discipline to devise and execute action plans torectify potential cost overruns or delays, or to accommodate significant changes to the scopeof work. Advises the customer and Company management of any such changes.

Oversees establishment of Work Plan, Health and Safety Plan, Quality Assurance/QualityControl Plan and other documents for hazardous waste work. May participate innegotiations with regulatory agencies and in public meetings in support of customers.

Corpóreo Standard

Completes other responsibilities associated with the position as may be appropriate.

Corpoiaie Standard

MtortavPanoiM Job Description(continuad)

Knowledge / Experience / Competencies Required

BA/BS degree in related field or applicable discipline, or equivalent relevant experience. Typically 15+ years of relevant experience supervisory and/orproject management including technical and supervisory experience is preferred. Manages work directly or indirectly through Managers.

Typically manages múltiple, complex projects or programs. This includes major and/or mega projects. Ability to visualize and design new conceptsand ideas related totechnical/functional projects; Broad knowledge of business operations and ability toimplement and sometimes lead organizationalchange effectively within project scope; Solutions are derived from interpreted and applied general information and consultation with other individuáis.Typically manages work directly through project leads orother project managers.

Ability to visualize and oversee the design of new concepts and ideas related to the broader organization as well as functional área of expertise and;Broad knowledge of business operations and ability to implement and lead organizational change effectively; Solutions are derived from interpretedandapplied general information andconsultation with other individuáis.

The ability to effectively communicate and present complex program proposals and reports to executive level management, and customers is critical.Participative management style with a cooperative team approach. Proven leadership skills in multi-cultural and possibly multi-national environments.Commitment to customer service and ability to work in a team-oriented environment.

General attributes required of all WorleyParsons employees involved in leadership include: Zero Harm, Action Orientation, Building Effective BusinessRelationships, Commitment, Customer Focus, Dealing with Change, Drive for Results, Integrity and Trust, and Leadership Skills including StrategicAbility, Managing Vision &Purpose, Command Skills, and Global Business Knowledge.

Authority / Freedom ToAct / Decisión Making (Incl Budgetary Responsibility)

Generally characterized as a manager/director level position with expert level technical knowledge. Manages and directs through mid-level and séniorlevel managers.

Typically will interface with management, executive management, customers, and outside vendors.

Demonstrates awareness of health, safety &environment issues; takes action toensure zero harm toall employees, customers, contractors and theenvironment.

Other Relevant Information

Level = Project Management 5

Intent andFunction ofJob DescriptionsThis Job description has been reviewed to ensure that only essential functions and basic duties have been included. Peripheral tasks, onlyincidentally related to each position, have been excluded. Requirements, skills, and abilities included have been determined to be the minimalstandards required to successfully perform the positions. In no instance, however, should the duties, responsibilities, and requirements delmeatedbe interpreted as all inclusive. Additional functions andrequirements may be assigned bysupervisors as deemed appropriate.

In accordance with the Americans with Disabilities Act, it ispossible that requirements may be modified toreasonably accommodate disabledindividuáis However, specific accommodations may bedeemed inappropriate if there isa direct threat tothe health or safety of others in theworkplace or if the requested accommodation imposes an undue hardship on the operation of the organization's business. Any employee whowants or needs to make a request for a reasonable accommodation of his orher disability should contact Human Resources regarding suchrequest.

Job descriptions are not intended asand do not créate employment contracts. The organization maintains its status asan at-will employer. and itsemployees remain at-will employees. Employees can be terminated atany time for any reason not prohibited by law.

Corporale Stanoard

WoriayPanom

Organisational Hierarchy

The following organizational chart istobe completed byeach location/functional department based onthe incumbent's organizational structure.

Reporting Manager's Manager

Position's Reporting Manager

THIS POSITION

Position's direct reports (if applicable) Other positions reporting to reportingmanager

Position' Direct Report Position




Cwpoiaie Siandaid



Part IV Protorma AgreementAgreement for Engineering and Project Management Services

Page 1 of 1




ÑAME:

PROFESSION:

AGE:

Vincent Yih

Engineering Manager

60

Item Year of

beginningofthe

Project (1)

Country andLocation



Experience like GeneralCoordinator in the Project inwhich HE/SHE participated

Months

inthe

indicated

project


User/Client: SAMREFProject: Clean Fuels ProjectTel: 626-803-9251

Email:

[email protected]

Process Unit Lead 24

2 2007 Richmond,California,USA

User/Client: Chevron

Project: Richmond HydrogenPurity ProjectTel: 510-242-9157


Process Lead 24


User/Client: New Zealand

Refining CompanyProject: Clean FuelsProject/Naphtha HydrotreaterRevampTel:+64 9 4328311

Email: jeff.g¡[email protected]

Sénior Supervising ProcessEngineer

12

4 2000 Claremont,California,USA

User/Client: Technip USAProject: VariousTel: 979-236-3691


Process Unit Lead 60


however, Contractor Representative shall be qualified to have 20 years relevant working experience.(2) Refining Project or similar: It refers to projects of Petroleum Refineries, Petrochemical Plants, or Plants

of Gas Processing(3) For each item it shall have to endose the contract, certainty or respective certificate, those that could

be emitted by the Consulting Company that offered the service or by the user Company of himself,according to whom it may concern. This requirement along with Summarized Curriculum Vita andsimple document copy that credits the antiquity as professional shall have to be presented beforesigning the contract.


WorleyParsons Vincent Siu-Ming YihEngineering Manager

resources & energy

SUMMARY

EXPERIENCE

Resume

Engineer with 22 years process engineering /supervisión experience and 11 years university teaching/research/supervisionexperience, including 5 years with Worley Parsons. Process engineeringexperience include, PFD &P&ID, material &energybalance, process description, design criteria,equipmentsizing and process data sheets, control strategy, instrumentdatasheets, hydraulics, linesizing, line list, tie-in list, relief load and PSV, HAZOP, operating manual, manhour estimate,scheduling, VIP studies for the refining, ethylene and hydrogen plants. Familiar with ProVision &Hysis simulation. Over 50 publications.

Áreas of particular expertise:

• Process simulation using PRO II• Refinery Process Engineering• Naphtha, Diesel, and FCCfeed Hydrotreater, Amine Plant, Sulfur Recovery, BFW, Isom Unit, H2

Compression• Ethylene and H2 Plant Design

Relevant experience includes:

• Mega Projects• Refinery• Clean Fuels

• Chevron Richmond, CA• Saudi Aramco/Mobil at Yanbu, S.A.

2007 - Present Chief Process Engineer, WorleyParsons, Monrovia, CA

Process Unit Lead for CHD Unit Revamp (Diesel Hydrotreater) in SAMREF Clean Fuels Project.Finish Feed package and continué on EPC.

Process Lead for Chevron Richmond Refinery H2 Purity and H2 Compression Projects. Unitshandled are a new Amine Regen system, revamps in 02 Enrichment for SRU, BFW,Cat. FeedHydrotreater, Recycle &Booster H2 Compressors. Starting with Phase 3 FEED and finish with Phase4 EPC.

2006 - 2007 Sénior Supervising Process Engineer, WorleyParsons, Monrovia, CA

Process Unit Lead for New Zealand Refining Company Clean Fuels Project. Naphtha Hydrotreaterrevamp with a new Naphtha Splitter.

2000 - 2006 Principal Process Engineer, Technip USA, Claremont, CA

Process Unit Lead for Dow OPIC (Ornan) grassroots ethylene plant. Prepare a FEED package for850,000 tons per year ethylene plant. Simulationand design of water quench tower, oily waterstripper, cracked gas compression, caustic wash, dryer, deethanizer, acetylene reactor, cold box,demethanizer, depropanizer, debutanizer, heat-pumped C2 splitter to produce polymergradeethylene, C3 splitterto produce polymer grade propylene, ethylene and propylene refrigeration.

Process Unit Lead for Dow OL2K (Kuwait) grassroots ethylene plant. Prepare a FEED packagefor 850,000 tons per year ethylene plant. Simulation and design of water quench tower, dryer, coldbox, deethanizer, depropanizer, debutanizer, demethanizer, C2 splitter to produce polymergradeethylene, ethylene and propylene refrigeration.

Yih, Vmcent - Engineering Manager.doc25-OcM 1


EcoNomics


resources & energy

Resume

Process Lead for Dow Argentina ethylene plant Revamp Study: Units handled are LPG Splitter,quench tower and dilution steam revamp

Process Lead forGas to liquid (GTL) conceptual design: Process design of conversión of naturalgas to distillate for a 50,000 BPOD plant using auto-thermal reforming

Process Unit Lead for Dow LHC-7 expansión and revamp: Simulation and design of depropanizer,cold box, demethanizer, deethanizer, C2 splitter to produce polymer grade ethylene, C3 splitter toproduce polymer grade propylene, ethylene and propylene refrigeration.

Process Engineer for Reference Plant Design for a 30 MMGPY Ethanol Plant.

Process Lead for Enterprise Gas Plant, Motiva/Norco, LA Project: Process study and costestimating for a 103 MMSCFD refinery offgas treating plant. Units include compression, caustic,mercury and arsine removal, dehydration, cryogenic plant, PSA.

Process Lead for Cenco Refinery, Santa Fe Springs, CA Project: RefineryUpgrade and Re-Commissioning Study for a 49,500 BPOD plant- Lead process engineer in projects such asrefurbishing and commissioning of kerosene hydrotreater, crude vacuum unit modification,isomerization unit inter-reactor quench, shipping pumps upgrade, sour water and fire water systemupgrade, tankage modification, product loading, light ends recovery.

Process Engineer for Syncrude Canadá, Ft. McMurray, Canadá Project: Detailed processengineering of a 200 MMSCFD Hydrogen Plant.

1988 -1999 Principal Process Engineer, Kellogg-Brown & Root, Alhambra, CA

Unit Lead for Arco Refinery, Los Angeles: Clean Fuels Project: Detailed process engineering andP&ID of a grassroots 17,000 BPOD naphtha isomerization unit. The plant is currently running.

Unit Lead for BP Oil, Toledo, OH: Diesel Hydrotreater Project: Detailed design of a 30,000 BPODgrassroots DHT and revamp of a 10,000 BPOD DHT. The two plants are currently running.

Unit Lead for Aramco, Ras Tanura, Saudi Arabia Project: Refinery Upgrade study -Process andlicensorevaluation of a grassroots 110,000 BPOD FCC Unit, 4,600 BPOD MTBE Unit, 39,000 BPODAlkylation Unit, and 65 MMSCFD Hydrogen Plant/PSA Unit.

Unit Lead for BP Oil, Alliance Refinery, LA Project: 250,000 BPD Refinery expansión study.Revamp of the 55,000 BPD Naphtha Hydrotreater and 49,000 BPD Reformer.

Unit Lead for BP Oil, Toledo and Lima, OH Project: Process Option Studies for processing olefinsfrom a FCC revamp. The units included debutanizer, C3 splitter, depentanizer, Merox, C5 selectivehydrogenation, MTBE, TAME, and Alkylation. Licensor evaluation was also performed.

Unit Lead for BP Oil, Marcus Hook, PA Project: Benzene Reduction -Revamp study of a naphthasplitter in a Naphtha HDS Unit.

Process Engineer for BP Oil, Alliance, LA: FCC Revamp - Field testing, data collection and analysisof a 95,000 BPOD FCC Unit to increase its capacity by 20%.

Process Engineerfor Dow ethylene plant Revamp: FEED package for a 2.15 billion Ibsper yearethylene plant, cold section revamp.

Unit Lead for Sadaf Ethylene, Al Jubail, Saudi Arabia: Ethylene Plant Revamp Project - Detailedprocess design on the revamp ofthe hotsectionof a 1,058,600 MTA ethylene plant. Performed

Yih. Vincent - Engineenng Manager doc Corporate Base page225-OCI-11 _ ..

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resources & energy

Resume

P&ID review, HASOP studies, writing plant operation and design manual. The plant is currentlyrunning.

Unit Lead for Dow Chemical Ethylene Plant, Freeport, TX Project: Process design of a grassroots1.5billion-pound-per-year ethylene plant. Simulation and design of deethanizer, C2splitter toproduce polymer gradeethylene and C3splitter to produce polymer grade propylene, C2and C3refrigeration, MA/PD reactor, C4 carbonyl removal. The plant is currently running.

Process Engineer for Sinopec Daqing Ethylene, Daqing, China: 480,000 MTA Ethylene plant.Detailed process revamp of the cold section.

Process Engineer for Quantum Ethylene, LaPorte, TX Project: 1800 MMLB/Y Ethylene Plant.Feasibility study of Ethylene Plant refrigeration recoveryfrom feedstock.

Process Engineerfor Quantum Ethylene, Morris, IL Project: 1150 MMLB/Y Ethylene Plant -Revamp and investmentbreakpointstudy of the cold section and product recoverysections.

Process Engineer for Quantum Ethylene, Clinton, IAProject: 1050MMLB/Y Ethylene Plant-Revamp study of the hot section and product recovery section.

Unit Lead for Shell Butadiene Extraction Optimization Project: Process design and costoptimization of a 106,000 MTA unit licensed to Brown & Root.

Process Engineer for Computer aided process simulation of ammonia plants.

Process Engineer for Ammonia Plant's C02 Removal by MDEA: Process simulation andimprovement studies.

Process Engineerfor Syntroleum Gas to Liquid Process Development Project: Designedhydrocracking section, product fractionation, waterand waste watertreatment, utility and offsites of a2500 BPD unit.

1978 -1988 Professor and Chairman, Dept. of Chemical Engineering, Chung Yuan Univ., ChungLi, Taiwan

Supervises over 600 under- and gradúate students, over 50 publications

1977 - 1978 Post-doctoral Fellow, Ames Lab. And Dept. of Chemical Engineering, lowa StateUniv., Ames, IA

EDUCATION

PhD in Chemical Engineering, lowa State University, Ames, lowa, Jan. 1977

Master of Science in Chemical Engineering, Rutgers University, New Brunswick, NJ, June - 1974

Bachelor of Science in Chemical Engineering, Chung Yuan University, Taiwan, June 1972

REG1STRATIONS/AFFILIATIONS

Member, American Institute of Chemical Engineers

Yih, Vincent -Engineenng Manager doc Corporate Base p*Qe 325-OctH _ .. . ,

EcoNomics

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Page 1 of 2




ÑAME: Pravln Popat.PROFESSION: Revamp FEED , Project ManagerAGE: 66

Item Year of

beginningofthe

Project (1)

Countryand

Location

User/ Client, Project and personwho can give references (2) (3)

Experience likeGeneral

Coordinator in

the Project inwhich HE/SHE

participated

Months in

the

indicated

project

1 2011 Monrovia

Ca

USA

User:ExxonMobil

Project: LongfordGas ConditiongPlantTel. 61-3-9270 3519

Email:

peter .e. symes@exxonmobil .coin

ProjectManagement

8

2 2010 Kuala

LumpurMalaysia

User:Petronas

Project:DFS for Melaka reflneryUpgradeTel.n/a

Email n/a

Project Manager 4

3 2009 Al

Khobar

Saudi

Arabia

User: Saudi Aramco

Project: Proposals for two majorProjects NGL & GasTel. n/a

Email n/a

Project Manager 3

4 2008 Monrovia

Ca

USA

User: Saudi Aramco

Project: Ras Tanura RefineryExpansiónTel. n/a

Email n/a

ProjectManagement

4

5 2007 Monrovia

Ca

USA

User: New Zealand Refining CoProject: Point Forward - CrudeUpgradeTel.n/a


Interface Manger 17

6 2005 Arcadia

Ca

USA

User: Conoco Phillips AlaskaProject: Ultra Low Sulfur DieselTel. n/a

Email n/a

ProjectManagement

18

7 2004 CypressCa

USA

User: Conoco PhillipsProject: Ultra Low Sulfur DieselLA RefineryTel. n/a

[email protected]

Project Manager(Client Rep)

16

SORESCODevelopment ofthe PMC+FEED forThe Moin Refinery Expansión and Modernization Project



Page 2 of 2

8 2001 Long User: BP Project 24

Beech Project: Various projects LA Management

CaRefineryTel.n/a

USA Email n/a


however, Contractor Representative shall be qualified to have 20 years relevant workingexperience.


(3)For each itemit shall have to endose the contract, certaintyor respective certificate, those that couldbe emitted by the Consulting Company that offered the service or by the user Company ofhimself, according to whom it may concern. This requirement along with SummarizedCurriculum Vita and simple document copy that credits the antiquity as professional shall haveto be presented before signing the contract.


WorleyParsons Pravin K. Popat, P.E.Sénior Project Manager

resources &energy

i

SUMMARY

EXPERIENCE

Results oriented individual with proven track record of leadership and over 40 years of demonstrateddomestic and intemational experience inexecuting Project, Engineering, ProcurementandConstruction Managementon diversified lump sum and cost reimbursableprojectswithin budget, onschedule and to client satisfaction.

Assignments included large as well as small projects of varying complexity in home office and field aspart ofowner and EPC contractor organization environment forhydrocarbon processing, Artic oil &gas, ethylene, ammonia, power generation and infrastructure facilities.

2011 - Present Project Management, WorleyParsons, Monrovia, California

Conduct technical peer reviews for the ArcticProjects and support proposal preparation.

2011 Project Management, WorleyParsons, Monrovia, California

Part of the project managementteam forexecuting optimization studies and FEED scope fora majorgas conditioning plant project in Australia. The Greenfield scope is being executed in Monrovia,California and Brownfield scope is being executed in Melboume, Australia.

2010 Sénior Project Manager, WorleyParsons, Monrovia, California

Supported on several (large and small) BusinessDevelopment and Proposal activities forWorleyParsons' Western Operations Hydrocarbons Business Unit.

Project Manager in WorleyParsons Kuala Lumpur, Malaysia office to leadand manage FeasibilityStudyfora major refinery upgrade project fora largeAsian Oil Company. The work was beingexecuted bya multi location team of people - from Kula Lumpur Office, Monrovia Office, SingaporeOffice and a specialized process consultant from Singapore. The scope also involved licensorevaluationsof several process units and development of +/-30% (P50) TIC estimate of the proposedupgrades.


Particípate in Proposals and Business Development activitiesas requested by Manager ofProjects.

In a 15 weeks assignment in Al-Khobar, Saudi Arabia Office

• Coordinated IK proposal (FEED & PMC through start up) effort for IK scope for twomultibillion dollars Saudi Aramco's NGL &Gas Projects. In addition participated inliaison activities with US and Canadian offices for overall proposal coordination.Attended Valué Engineering Workshop and Job Explanation Meetings for theseProjects.

• Assisted in preparing response to Prequalification Request for Saudi Aramco's GES+Services Contract.

• Acted as PM (fill in) for Crude Oil Pipeline to Qassim Power Plant Project

On a Ras Tanura Refinery Expansión Project coordinated and facilitated completion and issuance ofProject Proposal deliverables for three 150 MTD trainsof Sulfur Recovery Units licensed b y Jacobs.

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resources & energy

Key responsibilities include:

• Coordination with multi discipline engineering team• Particípate in Licensor liaison• Interface with client on developing resolutions on client comments


Performed as an Engineering Manager forlast6 months forEPCm Phase ofa Project forNewZealand Refining Company (NZRC) to expand the Crude Distiller Unit Number 1 (CDU1) capacity attheir Marsden Point oil refinery by40%to allow 10 million barréis per yearofadditional sour crudeintake.

This project involves intemational procurement andtheproject execution from three locations -WorleyParsons in Monrovia, Ca, TransfieldWorley in New Plymouth, NZ and MaisonWorley in Beijing,China

In addition to being an Interface Manager key responsibilities as an Engineering Manager included:

• Monitoring, trackingand reporting of PDS isometric production.• Coordination with client, company management, piping designers, Beijing personnel, piping stress

group, independent design verification team ofLloyds ofLondon. This was a very high visibilityactivity and required ciósecoordination and problem resolution activities.

• Expediting vendor data review andcompletion ofall detailed engineering activities.

As an Interface Manager for 18 months the Keyresponsibilities included:

• Facilitating thedevelopment and maintenance ofproject procedures for project execution andobtaining ISO 9000 certification,

• monitoring all procurement activities,monitoring andcoordination ofall project trends andchange orders with impact onschedule andProject TIC,

• facilitating interoffice liaison and• general projectsupervisión and coordination.

•


Project Manager of a $270MM ConocoPhillips Ultra Low Sulfur Diesel Hydrotreater (ULSD) Project atthe Kuparuk River at the North Slope ofAlaska. Responsibilities included coordination offeasibilitystudies, scopedevelopment, estimate preparation, design engineering, procurement activities andmonitoring quality, costand scheduling activities associated with engineering and procurement tosupport LSTK construction.

Project Manager ofa $20MM revamp ofConocoPhillips Crude Unit Topping Plant at the KuparukRiver at the North Slope ofAlaska. Responsibilities included coordination offeasibility studies, scopedevelopment, estimate preparation and design optimization. This project was later suspended due toeconomics.

2004 - 2005 Project Management, ConocoPhillips, Wilmington, California

Assigned as the Resident Engineer for ConocoPhillips at Jacobs Office for EPCM services for a $50MM Ultra Low Sulfur Diesel Hydrotreater ProjectforWilmington Refinery during FEL, phase, fundingestimate preparation anddetail engineering Phases. Monitors quality, costand scheduies ofworkand provides liaison between 50+ people atcontractor's home office and client project team locatedin the refinery. Expedites flow ofdocuments client reviews ofdesign documents, purchase

my_resume[1] doc Corporate Base26-Oct-11


Pravin K. Popat, P.E.Sénior Project Manager

orders/subcontracts and issuance of various reports/ deliverables. Participated in estimate, costreport &cash flow reviews. Project achieved best in class IPA score for FEL prior to AFE funding.

Assigned as the Resident Engineer for ConocoPhillips at Jacobs Office during FEL phase for aS45MM major revamp of three units at Ferndale Refinery. Participated in scope development/reviews,scope optimization and problems/issues resolutions. Monitored timely issuance of FEL deliverablesand expedited client reviews. Project achieved best in class IPAscore for FELpriorto AFE funding.

2001 - 2003 Project Management, Jacobs Engineering, Cypress, California

As part of contractor / client alliance team executed six overiapping projects, ranging from 0.87 MM to$12.6 MM, for a major LosAngeles Área refineryat various stages of project lifecycleachievingschedule completion within allocated budgets. These environmental compliance related capitalprojects and facility maintenance projects involved modifications/improvements, some during unittum- around, in Coker units (vertical structure and drum skirt replacement, Tail Gate Units of SulfurPlants, DEA Systems and Sour Water Stripper Header System. Managed multidisciplinan/ staff andmúltiple subcontractors. Interfaced with múltiple client personnel. Projects achieved best in class IPArating for various phases.

1999 - 2001 Project Manager, KBR, Houston, Texas

Managed on site office of 25 people for engineering, estimating, procurement and constructionassistance for plant's small capital projects. The scope includes running the identified projectsthrough BP's Capital Valué Process (CVP) for the major Gulf Coast petrochemical plant whichcomprises of 2 olefins units, 4 polypropylene units and utilities/off -sites.

Team's contribution had allowed selection of projects with greatest payoff and their execution onschedule and within budget. Increased client satisfaction score for a period of six months by 15%.

Oversaw scope development, engineering, procurement and construction of two trains ofpolyethylene plant. Leadership and methodical & focused teamwork resulted in a satisfied client andsatisfactory settlement of legal warranty claim dispute.

Responsible for proposal development, contract negotiations and managing execution of majorcapacity (1,500 MTPD)and (1600MTPD) increase revamp studies of two different ammonia plants inChina. Instrumental in winning the first major ammonia plant revamp project in China for EP servicesfor the company.

Participated in winning proposal development, contract negotiation for grass root facility for specialtychemicals in an existing chemical plant.

Managed all ammonia plants proposals and projects executed with Toyo Engineering and/orTecnimont as licensee.

1994 - 1998 Project Manager, Brown & Root Braun, Alhambra, California

Managed execution of process design package (European Licensor), basic engineering and technicalservices for 1,000 TPD ammonia plant for three different clients in China. Scope also includedoperator's training and extensive support in commissioning and start-up.

Managed proposal preparation effort, some jointlywith third party JV and some as a licensor, ongrass roots and revamp s of ammonia/ fertilizer plants worldwide - India, China, Indonesia, Argentinaand USA. This also involved extensive liaison with govemmental agency liaisonon technology exportlicense issues.

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resources & energy

Developed solidtrust wfth the intemational contractors and the end users byproviding services thatthey could depend on in spite of complexlogistics for these proprietary technology projects.

Managing executionof process design package (European Licensor), basic engineering and technicalservices of 1,500 MTPD ammonia plant in Saudi Arabia. In addition managed development andtestingof advancedcontrols (Multh/ariable Predictive Controls and DataReconciliation). Scope alsoincluded operator's trainingand extensive support in commissioning and start-up.

Managing debottlenecking revamp studies, +/-20% and +/-15% estimates and detaildesign/procurement assistance for 1,900TPD, 2,000TPD, 2,200TPDammonia plantsin US and 1,800TPD ammonia plant in Europe.

Coordinated the LEPC tender package preparationfor Project ManagementConsultancy Services fora CA/EDC plant in Middle East and associated Utilities /off-sites, with specifíc emphasis on salt domedevelopment and brinefield development / production facilities. This involved extensive liaisonwithspecialty Germán consultant and the client.

Managed execution of US- TDA funded studyforassessing technical feasibility, economic viabilityand financability of a 250,000 MTY of ethylene plant and 150,000 MTY of polyethylene plantfor aformer Soviet Union Country. The scope also includeddevelopmentof total installed capital cost,performing economicevaluation, polyethylene technology licensors evaluations, working with anintemational marketing consultant for feed and product market research, liaison with Russian DesignInstitute for off-sites and dealing with intemational financial institutions.

1988 - 1993 Project Manager, Brown & Root Braun, Alhambra, California

Led and managed the activitiesof providing engineering, procurement and construction assistanceservices for several fast track NOx/SOx reduction projects for a major Los Angeles Área Refinery...The scope of workincluded permitting, addition of a new heater, retrofitting several process heaterswith new low NOx burners and filters, revamping the vapor recovery unit to comply with ruling oftheSouth Coast Air Quality Management District. The scope also included adding state-of-the- artanalyzers - Continuous Emission Monitoring (CERM) system to insure compliancewith emissionsrulings. These múltiple revamp type projects sensitive to plant shutdown scheduies forimplementation provided unique challenges for planning, monitoring and controlling aspects of projectexecution. In addition to leading a team of about 100 at peak in home office, led a team of about 20 inthe field.

Assisted Director of Project Management in various departmental administrative tasks includingbudgets, manpower forecasting, developing various operational/financialreports and qualityimprovement process inftiatives. In addition managed and controlled a variety of small projectsconcurrently and assisted in development of proposals. Some of these projects included refinery,ammonia and ethylene plant debottlenecking studies and efficiency improvement evaluations, refineryNOx reductions and CAD trainingfor client personnel. Proposal was associated with refinery cleanfuels, NOx reductions and petrochemical plant expansions.

For a small refinery of a major client managed activities related to performing feasibilitystudies andeconomic evaluations, front end engineering for scope development and appropriation estimates fordiesel desulfurizer unit, sulfur recovery unit and amine facilities along with associated off-sites andinfrastructure facilities. The scope also included extensive modificationsto sour water and fuel gassystems and providing truck loading racks at refinery and marketing termináis to segregate andblending of various product pools of off highway and on highway distillates

Managed activities related to engineering, procurement, estimates and construction liaison for tankfarm water collection systems and providing facilities to draw and collectwater from refinery andmarketing terminal tank farms.

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WorleyParsons Pravin K. Popat, P.E._ Sénior Project Manager

resources & energy **

Managed activities of permitting, engineering, procurement and construction liaison for Phase II ReidVapor Pressure Reduction Project. Scope included providing additional rail loading/unloading facilitiesto efficiently handle increased volume of propane, butane and iso butane in addition to providingefficient MTBE/tolune rail handling, storage and blending facilities to maintain gasoline blendingcapabilities under new environmental fuel requirements.

Managed engineering and procurement activities for off-sites, marketing termináis and tie-insassociated with constructing 1.5 billion pounds per year world class US ethylene plant. Facilitiesincluded storage systems for ethylene, propylene, propane DAC and C4 concéntrate, and EP feedtreating, raw water/waste water treatment plants and barge loading facilities. Supervised andmanaged field engineering office for revamp and tie-in work.

Managed activities of front end engineering, preparation of basic engineering design packages(project proposals), development of ER estimates, preparation of long lead equipment/material andputting together LSTK packages for upgrading and demothballing various oil processing and pipelinefacilities in Saudi Arabia. Client complimented for consistently producing deliverables ahead of othertwo work units teams.

1982 -1988 Project Management, CF Braun, Alhambra, California

For a world class 200,000 BPD refinery project of $ 1.6 billion:

• Executed all initial procurement functions and vendor negotiations for major compressors &pumps

• Participated in the development and testing of Integrated Project Management System softwareintegrating various material management and project control modules.

• Managed design, procurement, subcontract activities for DCS, solid state control system, PLCsand instrumentation & control systems, power distribution systems and substations, UPS,environmentally controlled control building (33,000 sq. ft) with seven local control rooms (4400 sq.ft each) and other 26 major refinery buildings (600 to 172,000 sq. ft)

• Managed specification of process computer and development and testing of about 100 AdvancedControl Strategies for process optimization.

• Formulated, executed and monitored, in a 16 month field assignment, all pre-commissioning andcommissioning activities for instrumentation and control systems for new and revamped units.Supervised the activities of vendor servicemen and local subcontractor providingtechnicians tocarry out the related services.

• Coordinated engineering, procurement and utilization of surplus material for the construction oftwo Gas Oil Separation Plants in Saudi Arabia.

1980 - 1982 Project Management, Exxon Research & Engineering, Florham Park, New Jersey

On Exxon's first-of-a-kind Colony Shale Oil mega project was a member of bid evaluation team toselect EPC contractors. As part of Exxon's resident project management team for about 20 months inCF. Braun's offices in Alhambra Ca managed the contractor's activities for pyrolysis process,furnaces, modularized construction, instrumentation and controls. In addition the early phase oftheproject significant follow up of activities pertaining to temporary construction facilities, sitedevelopment, buildings/infrastructure support facilities and transportation logistics for constructionworkers-buses &góndolas for a unique project site at a height in Parachute Creek , Colorado.

1975 - 1980 Project Management, Metropolitan Edison, Reading, Pennsylvania

Responsible for conducting feasibility studies and economic evaluations for project justification for amajor electric utility company. Managed EPC work of contractors for hydro, fossil and nuclear powerplant's new capital spending and revamp projects. Some ofthe significant environmental complianceprojects involved on state ofthe art methods on waste water treatment systems, solid waste disposal,

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resources & energy

cooling towers and S02/particulate emissions. Task forcé leader to evalúate radioactive wastesolidification technology.

1967 - 1975 Project Engineer / Mechanical Engineer, General Electric, Schenectady, New York

Design and application engineering of steam turbine, gas turbine, combined cycle and BWR powerplants. Feasibility studies and proposal input for various advanced energy concept programs.

Design and analysis of production and developmental industrial and marine gasturbine components.Development of quality control checklist and follow up for corrective actions for production and fielddefects. Development and monitoring offactory/field performance tests.

EDUCATION

Design andanalysis ofproduction and developmental aircraft gas turbine components.

Master ofScience, Mechanical Engineering - University Of Massachusetts, Amherst, MA

Business Management Program for Technical Personnel - University of California atLos Angeles,Los Angeles, CA


Registered Professional Mechanical Engineer: CA, PA, NY


my_resumef11.doc26-CW-11

Project Management Professional (PMP) Certification

Computer Skills:

Proficient in MS Word, Excel, Power Point Familiar'rty with MS Project and Primavera schedulingtools. Experienced in integrated PDS and Auto CAD Engineering Applications, Project ManagementInformation and Data Base Management Application Programs.


EcoNotf

UNIVERSITY OF CALIFORNIA,LOS ANGELES

UCLA EXTENSIÓNAND

Anderson Gradúate School of

ManagementThis is to certify that

PRAVIN POPAThas successfully completed the requirements for the

CERTIFÍCATE IN BUSINESS MANAGEMENT

FOR TECHNICAL PERSONNEL

Date: December 17, 1998

'TkMjf»*Dean, Anderson Gradúate School of Management Dean, Corrtínuing Education and University Extensión

Q099Mwm&&a

Jiranitt 3K. ¡Popa!

ñs&Xn nf %t\mti ttt íferfyatttral lEnginming

avisen/yoft ,9miÁ&?ú¿ U/.PRESIDENT OF THE UNIVERSITY

IT

By authority ofthe Board of 3rustees of

Union Collegein the Jottm of Schenectady in the State of Jletü ¥ork

and uporr. recommendation o£ the Faculty

toavttt foviathas been admitted to Irte ©caree o£

iUoster of^eterice (Tn&ustrtal^ómutr^tratton)and is entitled to all rights and honors thex-eto appertainmg

IDitness the Seal ofthe College and the signatures ofits©fEicers this scvenkeuth day of^gust, nineteen hundredseventv-ihrec.

TJ"

& Sccvctnvjj ol'tko ttomil ot 5vvu*taC»

i ÍUeru

ir

Promdent ol the Cólica*

;•:•. Y*'

5TATÍ OF CAIIFOUNIA—~ OtFAtTMÍNT O» STATE BOARD OF REGISTRATIONHP1" FOR PROFESSIONAL ENGINEERS

THIS IS TO CERTIFY THAT PURSUANTTO THE PROVISIONS OF CHAPTER 7. DIVISIÓN 3. OF THE BUSINESS AND PROFESSIONS CODE

cprovvW <&. cpopatIS DULY REGISTERED AS A

PROFESSIONAL ENGINEER

MECHANICAL ENGINEERING

IN THE STATE OF CALIFORNIA. AND IS ENTITLED TO ALL THE RIGHTS ANDPRIVILEGES CONFERRED IN SAID CODE

TMM CERTIFÍCATE IS THE PROPERTY OFTHE STATE OF CAUFORNIA ANO IN THE EVENT OF ITS SUSPENSIÓN. REVOCATION OR.NVAUDAT.ON FOR ANT REASON IT MUST UPON DEHANO BE RETURNCO TO THE STATE BOARO OF REGISTRARON FOR PROFESSIONAL ENGINEERS

01L-34 (Rev. S/81)

Siale Keaiótralion fdoard for f-'rofessional C^nfineerá©0 ¿MI ©o PLom ©Ítesb ^resnris Îtall Cünme (gratmg:

j(now y* du ¡pnraut Popalhaving submitted satisfactory evidence of fitness as to age, character, ability, technical training and practical experience andall other matters required by law and in accordance with the provisions of the Act of the General Assembly approved May23, 1945, is granted this Certificate of Registration and is hereby authorized to practice in this Commonwealth, as a

as long as this Certificate is not revoked and is renewed according to law. . - -•

Jn Wilncii WLreof: We, the undersigned, have hereunto set our hands and caused the Seal

of the Commissioner of Professional and Occupational Affairs to be affixed this

day 0j Ma£ in the year of our Lord, 19-JP-.

.^ZÂ<sdaLA^. j@z¿yÎLPrtsidant of tris Board

Ly

j

/

UNIVERSITY OFTHEEDUCATION

THE

STATE OF NEW TORKDEPARTMENT

BE IT KNOWN THAT

PRAVIN K. POPAT

HAVTNG GIVEN SATISFACTORY EVIDENCE OF THE COMPLETION OF PROFESSIONALAND OTHER REQUIREMENTS PRESCRIBED BY LAW IS QUALIFIED TO PRACTICE AS

PROFESSIONAL ENGINEER

IN THE STATE OF NEW YORK

IN WITNESS WHEREOF THE EDUCATION DEPARTMENT GRANTS THIS LICENSENUMBER 51236 UNDER ITS SEAL AT ALBANY, NEW YORK

this 6TH dayof SEPTEMBER 1974

EXECUTTVE SECRETARY

STATE BOARD FOR ENGINEERING ANt>

LAND SURVEYING

/X/Íf^^PRESIDENT OF THE UNIVERSITY

AND COMMISSIONER OF EDUCATION