SITE SURVEY & ENGINEERING RFP

3SITE SURVEY & ENGINEERING RFP

March, 2014. MMR GROUP - ESMERALDAS ELECTRICAL REHABILITATION PROJECTSITE SURVEY AND ENGINEERING - REQUEST FOR PROPOSALS 1. PURPOSE

2. INTRODUCTION

3. BACKGROUND3.1. Esmeraldas Refinery Overall Rehabilitation Project3.2. Esmeraldas Electrical Rehabilitation Project

4. ELECTRICAL REHABILITATION PROJECT SUBPROJECTS4.1. MMR Subprojects Preliminary Scopes4.2. Overall Plan and Preliminary Schedule

5. SITE SURVEY AND ENGINEERING: SCOPES AND DELIVERABLES5.1. Site Survey5.2. FEED/ Procurement Assistance 5.3. Detail Engineering5.4. Codes and Standards5.5. Language and Units of Measurement

6. PROJECT PLANS & ORGANIZATION6.1. Overall Execution Plan/ Mobilization6.2. MMR Organization Chart6.3. Subcontractors Organization

7. BID REQUIREMENTS:7.1. Selection Criteria 7.2. Proposal Deliverables Templates7.3. Questions and Clarifications

8. CONTRACTUAL CONSIDERATIONS - CONTRACT DRAFT

9. OTHER CONDITIONS RELATED TO THE PROPOSALS

10. NEXT STEPS

APPENDICES:1) Subprojects Preliminary Scopesa) SNI Power Supply (#1)b) 69 kV Switchyard and Transformers (#5)c) HV Cable Replacement (#10)d) Ground Grid Repairs (#11)e) Lighting Survey and Retrofit (#12)f) Lightning Survey and Retrofit (#13)g) Cathodic Protection (#14)h) LV Instrument Cable Replacement (#15)i) Instruments Replacement (#16)j) Alarms System (#20)

2) Current Overall Rehabilitation Project Schedule

3) Technical Codes and Standards

4) Preliminary Schedule for Subprojects & Engineering

5) MMR Organization Chart & Personnel

6) Bid Deliverables Templatesa) Relevant Experience in Similar Projectsb) Personnel Qualifications & Availabilityc) Estimated Deliverables (documents) by Subproject/ Phase Tablesd) Average Productivity Tables by Document typee) Hourly Rates by Personnel Classification

7) Contract Draft

1.PURPOSE

The purpose of this Request for Proposal (RFP) is to invite pre-selected engineering firms to participate in the bidding process for the Site Survey and Engineering services for the Electrical Rehabilitation Project which MMR will be executing for EP PetroEcuador at its Esmeraldas Refinery facility in Ecuador.

This document provides the required information for producing a technical and commercial proposal for the aforementioned activities, which will be further detailed in this RFP and its Appendixes. 2.INTRODUCTION

EP PetroEcuador (EPP) is in the process of modernizing and expanding its Esmeraldas Refinery, both in the process and the utilities areas. WorleyParsons (WP) is assisting EPP in this project as EPCM. Among the overall plan activities, EPP/WP has initiated some expansions and improvements in the Electrical & Instrumentation (E&I) of the units. Some subprojects are already in progress but others are about to start. WP and EPP have engaged MMR Group (MMR) to conduct the due diligence and jointly define the scope of work, estimated cost and the schedule for those electrical subprojects.

3.BACKGROUND

3.1.Esmeraldas Refinery - Overall Rehabilitation ProjectThe Esmeraldas Refinery is expanding its conversion and treating process units capacity in order to increase its capabilities to produce more and better fuels for Ecuadors internal market. It is revamping and/or updating its distillation units (Atmospheric & Vacuum), Visbreaking, FCC and Hydrotreating process units, among others, as part of a long-term planned effort. 3.2.Esmeraldas Electrical Rehabilitation ProjectAdditionally, EPP/ WP have determined the need for updating the electrical power supply and distribution, the plant instrumentation and some of its ancillary systems. Power for the Refinery is provided from two sources: a steam turbine generators system (internal) and the SNI (Sistema Nacional Integrado) Esmeraldas grid (external). The electric supply from the SNI Esmeraldas grid (incoming) connects to an existing 69KV substation which is located adjacent to the Refinery. The power supply from the SNI Esmeraldas grid is limited by the 69KV transformers in the switchyard, which are rated at 2 x 6.4 MVA. The 69KV electrical substation and all existing components was constructed in 1976 and then modified in 1987. The reliability of the whole system has degraded due to age, service, and environmental conditions. The substation protection circuits are based on older technology which utilizes electrical/ mechanical relays that do not respond to electrical faults as fast as current technology relays. This situation increases the risk of electrical power interruptions if a fault from the SNI grid is not isolated from the internal power generation and distribution system of the refinery, among other problems.Additionally, recent peak electrical demands of the existing Refinery have reached 21 MW. It is anticipated that after the revamp and expansion of the Refinery process units, the electrical system demands will increase approximately 30% and could surpass 30 MW.

By the same token, most of Esmeraldas Refinerys instrumentation is aging and technologically outdated with an increasing potential of failing and causing unnecessary and costly plant outages and emergency situations. Other ancillary systems also need repairs and updating for providing the required reliability to the facility. Power supply and distribution reliability is a key issue for Esmeraldas Refinery (as in any other) since even very brief power flickers trigger huge impacts in terms of Process, Utilities units emergency shutdowns, which entail some of the biggest risks for these facilities.

EP PetroEcuador is taking action in order to turn Esmeraldas into a world-class Refinery reliability-wise. The effort on this subject needs to be optimized by strategies to maximize reliability KPIs (on-stream factor or OSF; Mean Time between Failures or MTBF; among others) while minimizing the associated costs to implement the initiatives and projects. EPP (Owner) and WP have identified a number of electrical and instrumentation subprojects aimed to improve Esmeraldas reliability. Some of them have been awarded and are already under procurement and construction. Some others have been grouped and identified as Electrical Rehabilitation Project, which will be executed by MMR.

4.ELECTRICAL REHABILITATION PROJECT SUBPROJECTS

The subprojects encompassed in the Electrical Rehabilitation Project have been identified and are mainly related to the High Voltage level supply/ transmission, to the Grounding Grid and to some other systems in the Refinery, as per the list in 4.1, which need to be updated and refurbished because they also can cause (and have caused already) significant problems.

4.1.MMR Subprojects Preliminary Scopes

Their current scope is shown in preliminary execution plans, which are documented in Appendix 1 as noted (using subproject current identification numbering by the Owner)

4.1.1 SNI Power Supply (#1): Appendix 1) a)

4.1.269 kV Switchyard and Transformers (#5): Appendix 1) b)

4.1.3 HV Cable Replacement (#10): Appendix 1) c)

4.1.4Ground Grid Repairs (#11): Appendix 1) d)

4.1.5Lighting Survey and Retrofit (#12): Appendix 1) e)

4.1.6Lightning Survey and Retrofit (#13): Appendix 1) f)

4.1.7Cathodic Protection (#14): Appendix 1) g)

4.1.8LV Instrument Cable Replacement (#15): Appendix 1) h)

4.1.9Instruments Replacement (#16): Appendix 1) i)

4.1.10Alarms System (#20): Appendix 1) j)

4.2.Overall Plan and Preliminary Schedule

The Refinery Rehabilitation Project has an overall schedule with planned & staggered shutdowns for key process units, such as the 2 Distillation/ Visbreaking Units (Train 1 & Train 2) and the FCC Unit. It also includes a complete shutdown of the whole facility for 40 days, currently scheduled for 09/01/2014. More details about the schedule are shown in Appendix 2.

The Electrical Rehabilitation Project, composed of the aforementioned 10 subprojects, needs to be executed getting them on sync with the planned shutdowns in order to avoid or minimize any additional downtime to complete the subprojects activities.

5.SITE SURVEY & ENGINEERING SCOPES AND DELIVERABLES

5.1.Site Survey

As part of the Engineering Contractor scope, a Site Survey will be necessary to gather as much technical information as possible and to get any and all additional field information (measurements, photos, field drawings, etc.) required for conducting the following stages. As a reference, the as built drawings, data sheets, detail drawings can prove scarce and a significant effort shall be estimated for field work.

The Site Survey will require the mobilization of the critical engineering workforce to have all the resources required for an effective and efficient effort based on the number and nature of the subprojects involved. Every proposal must include the recommended engineering crew for the Site Survey tasks to be completed in 2 to 4 weeks. A staggered optimized mobilization for different subprojects or subprojects packages can be proposed as an alternate option.

DELIVERABLES: All technical and field information packages required for the FEED and the Detail engineering.

5.2.FEED/ Procurement Assistance

A Front-End-Loading level 3 (FEL-3) or FEED will be required.

In addition, the scope includes also assistance in the procurement phase by producing the purchase orders (major/ long-lead time equipment, materials as per Bill of materials, new instruments as they are specified during the re-instrumentation assessment, selection and re-ordering process, key and also minor equipment for other subprojects, etc.) to be placed by MMR Group out of its Baton Rouge Headquarters in Louisiana.

DELIVERABLES, including but not limited to the following:

Preliminary equipment design, Preliminary layouts, One-line diagrams, Wiring diagrams, Purchase-ready major equipment specifications/ data sheets, At least a Class III cost estimate (-10% to -20% on the low side; 10% to 30% on the high side) though Class II is preferable (including BOE or basis of estimate), Project execution plan, Preliminary 3-D model, Electrical and Instrumentation list and line list. Specifications & data sheets as Ready for Procurement Drawings as Ready for Procurement (issued for internal review/ comments from client, approved for procurement)

5.3.Detail Engineering

A complete detailed engineering package shall be issued as part of the scope, including all the products and deliverables in the form of documents necessary to successfully and timely execute the procurement and construction of the subprojects, including but not limited to:

DELIVERABLES:

FOR ALL THE SUB-PROJECTS, as necessary:

Electrical & Instrumentation Design Criteria Field engineering survey Load List Cable List Equipment Lists Instruments List & Signals List Data sheets (all disciplines) Materials & equipment specifications Final bills of materials/ Materials Lists Detail of line items & materials' estimations Procurement and Construction specifications Drawings for Construction (issued for internal review, for comments from client, approved for construction, approved updates for construction as needed) Calculations memoir or report Cause & Effects Matrix DCS & Field Check-up/ Verification Final 3-D models Mechanical catalogs Detailed Class I cost estimates with accuracies of -3% to -10% on the low side and +3% to +15 % on the high side (including BOE or basis of estimate) Recommended spare parts lists (as per vendors)

FOR SPECIFIC SUB-PROJECTS:

Power Cable Audit (Subproject #10) Power cable capacity study (Subproject # 10) Cable routing drawings (Subproject # 10) Ground grid assessment (Subproject # 11) Ground Grid general specifications & design (Subproject # 11) Illumination Drawings (Subproject #12) Lightning System design (Subproject # 13) Lightning System drawings (Subproject # 13) Instrument Cable Specifications (Subproject # 15) Cable & Conduit List (Subproject # 15)

5.4.Codes and Standards

The applicable Codes & Standards are summarized in Appendix 3.

5.5.Language and Units of Measurement

All the documents will be generated in Spanish language and the unit system shall be the Metric System, except the documents required for procurement which will be prepared in Spanish and English, for MMRs Procurement Team out of Baton Rouge, LA.

6.MMRS PLAN & ORGANIZATION

6.1.Overall Execution Plan/ Mobilization

As mentioned before, the current overall execution schedule by EPP/WP is included in Appendix 2. It shows a staggered plan for scheduled shutdowns of the different process units as well as a total refinery shutdown, currently programmed for September 1st, 2014 for 40 days.

Besides the Overall Rehabilitation Project, the Electrical Rehabilitation has a referential schedule which, even though showing a delay, is a good reference for the sequence and timing among the subprojects in the package: See Appendix 4. (Subprojects # 17 Studies & Reviews & # 18 Specialty Vendors have been merged into the others). In addition, the key subprojects most critical for the Refinery operations and with additional execution complexity (#1 SNI Power Supply, #5 69kV Switchyard & Transformers and #10 HV Cable Replacement) as well as others with somewhat less priority (#11 Grounding Grid Repairs and Improvement; #12 Lighting Survey & Retrofit; #12 Lightning Evaluation and Installation) already have estimated schedules for their engineering phases as per the EPP/WP preliminary plans.

Nevertheless, depending on the final strategy by the Owner, the engineering for the different subprojects might be staggered and spanned between 10 and 16 months, which will be better defined during the Site Survey phase of the work. For the sake of an estimation basis, a preliminary schedule for the subproject engineering efforts will be used as per Appendix 4.

As of the Mobilization for the Site Survey activities, the current preliminary estimate is May 21st 2014, assuming the EPP-MMR EPC contract signature on April 30th and 15 additional calendar days for the effective transfer of advance money funds to MMR before initiating the Site Survey work.

6.2.MMR Organization Chart

MMR has defined a preliminary organization to manage the Site Survey and the early Engineering work (in-office), which will later become the organization necessary for the Procurement and Construction phases. The current org chart is included in Appendix 5. This will be used as a guiding reference for the Site Survey engineering crew but an optimized crew can be proposed by the Bidders as an alternate.

6.3.Subcontractors Organizations

The Bidders shall propose their own execution organizations tailored to their best understanding and interpretation of the project and subprojects needs during the different phases, both individually as well as a whole. To the extent possible, such organization will mimic the one proposed by MMR but well supported recommendations will be considered in order to optimize the engineering execution process, as well as the interactions with the Procurement and Construction teams as appropriate. Such organization could eventually be considered one of the parameters or selection criteria for the bid awardee.

7.BID REQUIREMENTS:

7.1.Selection CriteriaA number of different aspects will be taken into account by MMR for selecting the engineering firm for this project. The relevant information must be included in the bid proposals, including but not limited to: 1. Experience in Similar Projects; 2. Scopes Analysis;3. Proposed Personnel Qualifications and Availability, including personnel resumes; 4. Proposed Execution Plan; 5. Proposed Schedule in Primavera; 6. Organization Chart and Personnel Histogram;7. QA/QC Plan and Certifications; 8. Cost estimates and breakdown, including: 8.1. Average Productivity Tables by Document type (M-H per doc), 8.2. Hourly Rates by Personnel Classification, 8.3. Productivity Factors,8.4. Subprojects Direct Cost Estimates, 8.5. Indirect Costs (with breakdown for Services, Equipment & Software, Main Office Overhead, Miscellaneous for any other cost) 8.6. Total Costs per subproject8.7. Total cost for all the contract9. Financial strength

7.2 Proposal Deliverables and Templates

The Bidders need to provide some of the information (for line items 1, 3 and 8 in Section 7.1) in pre-established templates in order to standardize them under the same scheme and facilitate the comparative analysis. See Appendix 6a) to 6d).

Some of those templates gather general information from the bidding company while other pre-established templates capture, for each specific subproject, the estimated number of each type of documents relevant to the nature and scope of the Site Survey and the Engineering phases (FEED & Detailed) of the subproject. Besides the estimated number of each type of deliverable documents, the other key elements in these templates are the estimated productivity factors, the M-H estimates for each type of deliverable/ document, the optimal crew for each subproject (including management, supervision and any other relevant support necessary), among others.

The corresponding deliverables for the other relevant information (line items 2, 4, 5, 6, 7 and 9) for the bid can be provided without a pre-established format:For line item 2: A scope analysis will be prepared for each subproject with a summarized but thoughtful discussion of the overall strategy to execute the work, main assumptions serving as base for the proposal and the key challenges to overcome any foreseen difficulties/ risks. For line item 4: Bidders will provide a Level 3 (minimum) execution plan as per the subprojects scope and their own experience with similar work. This proposed execution plan will be binding and a key parameter for the final engineering contract, so its basis and careful consideration will be critical to the contract award and further execution.For line item 5: The Primavera schedule needs to include a complete description of assumptions in the plan. For line item 6: The proposed organization charts for the different phases will mimic MMRs as much as possible. For line item 7: Bidders will provide the information related to certifications from rating agencies s for ISO-9001, ISO-14000, ISO-18000 and any other relevant to the scopes of work. For line item 9: Bidders will provide their Balance Sheets and Income Statements for the last 3 years (2011/12/13).

7.3.Questions and Clarifications

Any questions about this RFP document or any requests of additional information will be addressed in writing to Mauricio Acuna (MMR International Technical Manager for this Project) for clarification, correction or provision of additional information. Both the question and the corresponding answer or additional information will be then addressed to the bidder submitting the question/request and to the rest of the potential Bidders as well.

MMR might decide to hold a clarification meeting (or meetings) for the additional discussion of the terms and conditions of the bid, either with all the potential Bidders at once or one on one. MMR will

8.CONTRACTUAL CONSIDERATIONS/ CONTRACT DRAFT:

MMR has prepared a contract draft to reflect the terms and conditions it foresees as the framework for the engineering execution. The contract draft is included as Appendix 7. Bidders shall kindly review the proposed language in the contract draft and make any questions or suggestions as they see fit. The contract draft might be modified to some extent during the bidding process as per recommendations which would be included and communicated to all Bidders on a timely fashion. The offers presented will be based on the final language agreed upon as legal framework for the project execution and the contract administration.

9.OTHER CONDITIONS RELATED TO THE PROPOSALS

The general plan for the bidding process is as follows:

i) MMR will send out the Request for Proposals (RFP) package to the engineering firms already pre-screened based on their size, geographical location, work experience, reputation and demonstrated interest on the bid.

ii) The Bidders will have 1 full week to review the RFP package and make as many questions as deemed necessary to better understand the project needs and preliminary information available. Then, the Bidders will have 2 more weeks to prepare their proposals.

iii) The exact date for turning a proposal or excusing from the process is clearly established in the RFP cover letter. Proposals will be delivered before or by he established deadline in a single envelope, original and a copy at:

MMR ProCom19500 State Highway #249, Suite 365Houston, TX 77070Att. Ray Proctor/ Mauricio A. Acuna

iv) MMR will not pay any money amount for the voluntary techno-economic proposals from the Bidders and reserves the right to cancel the bidding process at any time without any explanation or compensation whatsoever, as convenient to its own interests.

v) MMR might change as much information as required or issue clarifications as per any updates from the Owner or any other source. MMR will communicate any and all such changes to all the Bidders at once and on a timely fashion, as information is made available.

vi) Bidders might propose alternative proposal schemes provided they table those alternate approaches within the 7 days window for clarifications. MMR will analyze the proposed scheme and open the present the original scheme and the new scheme or change the scheme altogether based on its own interests and the Owners.

vii) The contract administration, including invoicing and payment, and any other monetary matters will be dealt with in US $.

viii) The proposals language will be English. On the other hand, the work deliverables will be produced in Spanish except for all deliverables required for procurement, which will be produced also in English.

ix) The proposals/ offers will be valid for at least 3 months from the date of submittal.

x) Bidders must provide sample certificate of insurance from the country where the actual engineering work will be performed.

xi) EHS: MMR is fully committed to an accident-free work environment and holds its own employees and any of its contractors to the highest EHS standards and requirements, as per the international codes by OSHA, NFPA, among others. The Bidders for the Engineering work shall provide a copy of their EHS Manual and EHS Plan, including their policies for the jobsite, drug & alcohol abuse and any others which regulate their activity and strive to prevent unsafe acts and unsafe conditions, especially in industrials facilities.

xii) QA/QC Plan: The Bidders shall include in their proposals their plans for the implementation and population of a comprehensive Quality Assurance and Quality Control system, ISO-9000 compliant, including a documentation protocol for all the pieces of information as produced in the Site Survey & Engineering phases. Such protocol will include the systematic workflow for generating, reviewing and approving documents for the different stages of the project, by means of approval and sign-off checksheets.

10.NEXT STEPS

i) MMR will evaluate the proposals based on the selection criteria as per 7.1 and make a decision no later than 10 calendar days after the submittal deadline. MMR will check for form and mathematical errors and request due conformation or withdrawal from the process from any bidder at fault.

ii) Once the proposals have been duly submitted and analyzed, MMR will give notice of which engineering firm is selected. MMR reserves the right to negotiate some of the conditions in the offer and propose alternatives aiming to get to a mutual agreement on the proposals components and the contractual terms and conditions. Nonetheless, MMR might decide to move to the second best offer if no final agreement is timely reached.

iii) Once a final agreement has been reached, the bid will be awarded and the engineering contract undersigned by MMR and the awardee. The mobilization and early stages of the work execution will be set in motion right afterwards.

APPENDICES:

1) Electrical Rehabilitation Subprojects Preliminary ScopesFor all the subprojects in the Electrical Rehabilitation, a common set of deliverables will be required as indicated below. Some of the subprojects will have some other specific requirements as of deliverables necessary to complete the rest of the Engineering phases and Procurement/ Construction as per best practices. Those will be specifically mentioned for each of such projects.

Common set of Engineering Deliverables for the subprojects (more details in section 5): Electrical & Instrumentation Design CriteriaField engineering surveyLoad ListCable List Equipment ListsInstruments List & Signals ListData sheets (all disciplines)Materials & equipment specificationsFinal bills of materials/ Materials Lists Detail of line items & materials' estimationsProcurement and Construction specifications & drawingsCalculations memoir or reportCause & Effects Matrix DCS & Field Check-up/ Verification Final 3-D modelsMechanical catalogsDetailed Class I cost estimates with accuracies of -3% to -10% on the low side and +3% to +15 % on the high side (including BOE or basis of estimate) Recommended spare parts lists (as by vendors)

a) SNI Power Supply (#1) Preliminary Execution Plan

Introduction

The Esmeraldas Refinery requires its electrical supply and distribution systems reliability to be 99.99+%. The electrical power supply for the Refinery is provided from two sources: a 4 steam turbine generators (STGs) system within the Refinery and the balance from the SNI Esmeraldas grid. The electric supply from the SNI Esmeraldas grid (incoming) connects to an existing 69KV substation, which is located adjacent to the Refinery. The supply of power from the SNI Esmeraldas grid is limited by the two 69KV/13.2 KV transformers in the switchyard, which are rated at 6.4 MVA.

The existing 69KV electrical substation and all existing components were built in 1976 and then modified in 1987. The reliability of the system has degraded due to age, service and environmental conditions. The protection circuits of the substation are based on older technology which utilizes electrical/ mechanical relays that do not respond to electrical faults as fast as current technology relays. This situation increases the risk of electrical power interruptions when a fault from the SNI grid is not isolated from the Refinerys internal power generation and distribution system.

The current power consumption of the plant on average is 17MVA. Around 15MW are produced with own generation, and the 2MVA balance is imported through the 69kV Line. Additionally, recent peak electrical demands in the existing Refinery have reached 21 MW.

The nominal capacity of the existing power generation in the Refinery is approximately 28MW, assuming all the STGs are operational and producing close to design. When all of these units are in operation, which is not often due to major scheduled maintenance needs, they can single source the electric power to the Refinery (provided sufficient steam for generation is available).

The current supply of electrical power from the SNI is a single line attached to a grid that services also Esmeraldas and Santo Domingo regions. Interruptions of the SNI Esmeraldas grid (even by disruptions external to Ecuador) can cause the supply of electric power from outside the Refinery to be lost. When this occurs, the steam turbine generators within the plant will continue to operate if the fault is isolated outside the Refinery, but available power might be insufficient to sustain all ongoing operations.

Additionally, it is anticipated that after the Refinerys revamp and expansion, the demands of the electrical system will increase approximately 30% and could surpass 30MW. Therefore, after the Refinerys revamp and expansion the existing generating units will not be able to provide sufficient power without increasing the demand of power from the SNI grid.

One of the necessary solutions to improve the electrical reliability, to overcome the foreseeable shortage of electric power available to the Refinery and to reduce the risk of an interruption from the SNI grid is to supply larger incoming power capacity by installing a dedicated 69 KV line from TermoEsmeraldas to the 69KV switch yard. Based on the above, a dedicated 1.5 Km 69KV line (and associated protection system) from TermoEsmeraldas to the 69 kV substation adjacent to the Refinery seems as a feasible solution.

Background

In a meeting held on July 9th, 2013 among TermoEsmeraldas, Transelectric, EPP, and WP managers, TermoEsmeraldas confirmed to have sufficient capacity to supply the incoming substation with capacity in excess of the Refinery full needs and requested a conceptual design that identifies cable routing, connection details, and timeline for completion of the project.

Per that discussion, a project to design and construct a new and dedicated 69KV overhead distribution line from TermoEsmeraldas to the REE Switchyard is in its conceptual phase. The line covers a 1.5 km distance through EP PetroEcuador land along the access route to the Refinery. On one end, the line will be connected to the Transmission Substation in TermoEsmeraldas Power Plant, property of Transelectric (Ecuadorian Utility Company), which will habilitate a 69kV feeder including all the switching devices, for the new dedicated feeder for the Refinery. In the other end, the line will be connected to the new 69 kV switchyard next to the REE 69kV Substation.

Per the initial concept, the dedicated 69KV line would originate in TermoEsmeraldas 69KV switchyard and terminate at the new 3 x 25MVA transformers at REE switchyard. This dedicated line would have capacity to transmit up to 75 MVA. The initial concept is the new line will be installed by MMR on behalf of EPP and will be maintained by TermoEsmeraldas/ EPP.

The electrical power would be provided by Transelectric TermoEsmeraldas. As per current information, their transformers are designed to have 50% redundant capacity to allow for maintenance activities and for the case of a fault or failure.

Preliminary Scope:

The project scope for the new SNI Power Supply will include the following aspects, among others:-Engineering

Procurement Material and equipment to be utilized for the new cable and installation, including protection systems.

-Construction Installation and termination of cable, supports, and conduit (as designed) for approximately 1.5 km from SNI to REE substation, protection and SCADA systems.

-Commissioning / Testing Integrity and phase sequence of cables, calibration and testing of relays and protection system, integration with existing control and monitoring systems (SCADA).

-Other Project Management and Oversight to be performed by WorleyParsons.

SPECIFIC ENGINEERING SCOPE:

Electrical Short circuit, stability, coordination, and power flow studies for the new line.

Mechanical / Civil route of cable, supports and foundations as required.

b) 69 kV Switchyard and Transformers (#5)

Preliminary Execution PlanIntroductionThe Esmeraldas Refinery requires the reliability of its electrical supply and distribution systems to be 99.99+%. The electrical power supply for the Refinery is provided from two sources: a 4 steam turbine generators (STGs) system within the Refinery and the balance from the SNI Esmeraldas grid. The electric supply from the SNI Esmeraldas grid (incoming) connects to the existing REE 69KV substation, which is located adjacent to the Refinery. The supply of power from the SNI Esmeraldas grid is limited by the two 69KV/13.2 KV transformers in the REE switchyard, which are rated at 6.4 MVA. The REE 69KV electrical substation and all existing components were constructed in 1976 and then modified in 1987. The reliability of this system has degraded due to age, service, and environmental conditions. The protection circuits of the substation are based on older technology that utilize electrical/ mechanical relays that do not respond to electrical faults as fast as current technology relays. This situation increases the risk of electrical power interruptions when a fault from the SNI grid is not isolated from the Refinerys internal power generation and distribution system.The current power consumption of the plant on average is 17MVA. Around 15MW are produced with own generation, and the 2MVA balance is imported through the 69kV Line. Additionally, recent peak electrical demands in the existing Refinery have reached 21 MW.The nominal power generation capacity in the Refinery is approximately 28MW. When all of these units are available, which is not often due to major scheduled maintenance needs, they can single source the electric power to the existing Refinery (provided sufficient steam for generation is available). Nevertheless, available capacity is rarely over 20 MW (2x5 MW smaller STGs and 1x10 MW actual capacities).Additionally, it is anticipated that after the Refinerys revamp and expansion, the demands of the electrical system will increase approximately 30% and could surpass 30MW. Therefore, after the Refinerys revamp and expansion, the demand for power from the SNI grid will increase significantly, most probably beyond the current power incoming system capacity.One of the necessary solutions to improve the electrical reliability, to overcome the foreseeable shortage of electric power available to the Refinery and to increase the actual capacity from the SNI grid to supply larger incoming power capacity is refurbishing and upgrading the existing REE 69KV switch yard or building a new one. Based on the foreseeable needs and on the premise of full power external supply for the expanded Refinery electricity needs, this updated or new switchyard would need to handle demand peaks of over 30 MW. Design Basis:As an initial concept, a new 69KV switchyard would need to include 3 new 25MVA transformers at REE switchyard in order to comply with the n-1 back-up criteria. This new 69 kV switchyard and its Substation/ Power House need to be connected to the new SNI 69 KV Power line required also for fulfilling the aforementioned goals. Preliminary Scope:The following components are part of the Project (see scheme below):A 69kV Switchyard for incoming overhead line and three power transformers.Adequate 13.2 KV Switchgear.AC/DC Auxiliary Services.Electrical Ducts.Steel Structures Galvanized and structural.SCADA System.Electrical Power House.Civil Works (land preparation and leveling/concrete structures).And any additional component needed to guarantee the proper functioning of the new installation.

69/13,2 KV25 MVA69/13,2 KV25 MVA69/13,2 KV25 MVAStand-by

The scope of work for the new 69 KV Switchyard and Transformers will include the following aspects, among others: Engineering Procurement Material and equipment to be utilized for the new switchyard, transformers and substation and their installation, including protection systems. Construction Installation and termination of switchyard, transformers, Power House, switchgear, ancillary equipment, as well as protection and SCADA systems. Commissioning / Testing Integrity and phase sequence of cables; switchyard equipment, switchgear and transformers testing, calibration and testing of relays, ancillary equipment and protection system, integration with existing control and monitoring systems (SCADA). Other Project Management and Oversight to be performed by WorleyParsons.

SPECIFIC ENGINEERING SCOPE:

Electrical Short circuit, stability, coordination, protections and power flow studies for the new switchyard, substation and Power House. Mechanical / Civil New area preparation, concrete work and foundations as required.

c) HV Cable Replacement (#10)

Preliminary Execution PlanIntroductionThe EPP Esmeraldas Refinery power distribution system is comprised of 13.2 KV, 4,160 V, and 480 V distribution levels. EPP require this system to provide power 99.99+% reliable to the Refinery. The existing power distribution systems equipment and infrastructure are degraded, undersized, and antiquated and do not provide sufficient levels of capacity, protection or reliability. The power distribution system is in the process of being redesigned and upgraded based on the following features and requirements to improve the reliability to an acceptable level. Increased bus size to support additional generation and ongoing expansion. New load management systems. Current technology protective relays.BackgroundDue to the replacement of many electrical equipment and inclusion of modern electronic controlling devices throughout the Refinery for the Rehabilitation and Expansion project, the substitution of 13,2 kV and 4,16 kV feeders will become necessary in order to hold the new loads connected to the substations.Detailed Scope of Project As a general concept, MMRs scope of work includes replacing all the cables requiring substitution on the 13.2 kV Feeders going from Substation E to each distribution Substation in the process areas. Also included in the scope are all the 4.16 kV feeders to MV loads. On the other hand, the 13,2 kV feeders coming from REE Substation 69kV into Substation E and the cable connections between switchgears in Substation E, are not part of the scope, as they are already being installed.To maximum extent, cable installation will be done using cable trays along the pipe rack (pre-existing or just-recently-installed), as much as available space allows and caring for not over-bending the cable. In case there is no pipe rack in the cable routing, the construction/installation of pipe rack extensions for cable tray installation or finding another raceway option during the engineering will be necessary. All cable will be aerial, not underground. The scope of work for the HV Cable Replacement Project will include the following aspects:

Engineering

The definitive scope of work for the HV Cable Replacement needs a detailed engineering study to be fully defined.

ProcurementMaterial and equipment to be utilized for the HV Cable, including any protection systems. ConstructionReplacement and termination improvements to the HV cabling system. All the supporting efforts to access pipe racks (scaffolding, other) will be scheduled as per construction needs and timely supplied by EPP/ others.The HV Cable Replacement effort will be reviewed, scheduled and overseen by WP, with progress and quality details reported to EPP. WP will also provide periodic meetings to discuss project status, outstanding issues, and actions required. Commissioning / TestingIntegrity and continuity conditions in substations, MCCs, major equipment, ancillary equipment and protection systems will be re-verified around the Refinery. OtherProject Management and Oversight to be performed by WorleyParsons.

d) Ground Grid Inspection and Repair (#11)

Preliminary Execution PlanIntroductionThe EPP Esmeraldas Refinery power distribution system is comprised of 13.2 KV, 4160 V, and 480 V distribution levels. EPP require this system to provide power 99.99+% reliable to the Refinery. The existing power distribution systems equipment and infrastructure are degraded, undersized, and antiquated and do not provide sufficient levels of capacity, protection or reliability. The power distribution system is in the process of being redesigned and upgraded based on the following features and requirements to improve the reliability to an acceptable level. Increased bus size to support additional generation and ongoing expansion. New load management systems. Current technology protective relays.One of the key aspects in a comprehensive plan to establish a reliable distribution system is a sound Grounding Grid.A properly designed, installed, and maintained ground system is the basis for a reliable electrical distribution system. The grounding grid provides a voltage reference point and a system to safely discharge voltage in the case of an electric fault. The new digital control and protection systems being implemented in the Refinery are very intolerant of GPR (ground potential rise) than the current electro-mechanic relays. A good grounding system will greatly minimize GPR.BackgroundA general survey of the grounding system of the Refinery was performed by TecnAzul as part of the HAZOP / ACR analysis. The survey test results and evaluation is concluded that the current condition of the grounding system is underrated and insufficient to provide reliable operation and protection of the distribution system. The grounding tests were performed according to IEEE Std. 80 and provided the following results. Grounding resistance for 56.5% of the points tested measured less than or equal to 1 ohm. This is the standard requirement for oil refineries worldwide.

Grounding resistance for 26.0% of the points tested measured more than 1 ohm but less than 5 ohms. This is the standard for small distribution networks and substations.

Grounding resistance for 17.4% of the points measured more than 5 ohms. These values do not comply with section 14.1 of IEEE Standard 80.

Grounding Resistances were measured and found to be outside of specification are recorded in the table below.TAG #TYPELOCATIONGROUNDRESISTANCE ()COMMENTS

PR 10TRIADN/W SIDE OF SUBSTATION E7,089MEDIUM OUT OF LIMIT (Rg 1 )

PR 11TRIADS/W SIDE OF SUBSTATION E55,049SIGNIFICANTLY OUT OF LIMIT (Rg 1 )

PR 13TRIADN/E SIDE OF 6TH STREET3,757SLIGHTLY OUT OF LIMIT (Rg 1 )

PR 15TRIADSOUTH SIDE OF #2 HOUSE3,836SLIGHTLY OUT OF LIMIT (Rg 1 )

PR 16ATRIADWEST SIDE OF 4TH STREET3,216SLIGHTLY OUT OF LIMIT (Rg 1 )

PR 16BTRIADADJACENT TO THE TRIAD #178,379MEDIUM OUT OF LIMIT (Rg 1 )

PR 19TRIADS/W SIDE OF 4TH STREET6,771MEDIUM OUT OF LIMIT (Rg 1 )

PR 22TRIADWEST SIDE OF SUBSTATION H4,396SLIGHTLY OUT OF LIMIT (Rg 1 )

Boundary Voltage Tests were performed. Below are test points whose calculated boundary voltages have magnitudes dangerous for personnel.TAG #TYPELOCATIONS/EGPR (V)Etouch (V)Estep (V)COMMENTS

PR 1TRIADWEST SIDE OF SUBSTATION INCOMINGINCOM868,8232,7264,7MEDIUM OUT OF LIMIT

PR 6TRIADSOUTH SIDE OF D SUBSTATIOND1.533,7232,7264,7SLIGHTLY OUT OF LIMIT

PR 9TRIADEAST SIDE OF E SUBSTATIONE2.458,3232,7264,7MEDIUM OUT OF LIMIT

PR 10TRIADN/W SIDE OF E SUBSTATION E16.934,8232,7264,7MEDIUM OUT OF LIMIT

PR 11TRIADS/W SIDE OF E SUBSTATIONE131.512,1232,7264,7MEDIUM OUT OF LIMIT

PR 12TRIADN/W SIDE OF 4TH STREETE2.006,0232,7264,7MEDIUM OUT OF LIMIT

PR 13TRIADN/E SIDE OF 6TH STREETE8.975,5232,7264,7MEDIUM OUT OF LIMIT

PR 14TRIADADJACENT TO A SUBSTATIONA8.598,2232,7264,7MEDIUM OUT OF LIMIT

PR 15TRIADSOUTH SIDE OF #2 HOUSEE9.164,2232,7264,7MEDIUM OUT OF LIMIT

PR 16ATRIADWEST SIDE OF 4TH STREETE7.683,8232,7264,7MEDIUM OUT OF LIMIT

PR 16BTRIADADJACENT TO THE TRIAD #17W19.833,6232,7264,7MEDIUM OUT OF LIMIT

PR 17TRIADADJACENT TO #8 STREET c/c #9M1.575,2232,7264,7MEDIUM OUT OF LIMIT

PR 18TRIADS/W SIDE OF 6TH STREETM1.162,9232,7264,7MEDIUM OUT OF LIMIT

PR 19TRIADS/W SIDE OF 4TH STREETD16.068,4232,7264,7MEDIUM OUT OF LIMIT

PR 20TRIADP1, P2 &P3 UNITSM1.094,3232,7264,7MEDIUM OUT OF LIMIT

PR 21TRIADWEST SIDE OF K SUBSTATIONK414,2232,7264,7MEDIUM OUT OF LIMIT

PR 22TRIADEAST SIDE OF H SUBSTATIONH9.732,0232,7264,7MEDIUM OUT OF LIMIT

PR 23TRIADSOUTH SIDE OF R SUBSTATIONR648,1232,7264,7MEDIUM OUT OF LIMIT

The report provides some recommendations to correct and improve the Grounding Grid system. The report also notes that any upgrades or additions to the power generation, power distribution, or protection systems need to be considered before implementing improvements to the Grounding Grid system. This also includes lightning protection which needs to be added to the facility. Detailed Scope of Project The scope of work for the Grounding Grid project will include the following aspects:

Engineering

The definitive scope of work for the Grounding Grid system needs a detailed engineering study to be fully defined. The detailed engineering study may include:a) Verification of existing grounding system and evaluate to grounding system models for the newly designed power generation and distribution system.b) Verification that electrical equipment is properly grounded according to electrical standards.c) Inspect and test grounding inside enclosures.d) Evaluate grounding system for lightning protection. e) Inspection of grounding connections to equipment (switchgear, MCCs, distribution panels, starters, and large electric consumers.

MMR will coordinate tests and inspections with EPP & WP to ensure there are no interruptions of the electrical system. The inspections and analyses performed during the evaluation will be reviewed/ confirmed by WP, which will provide weekly reports and periodic meetings to inform status to EPP.Results and recommendations of the engineering study will be reviewed and a detailed repair/ upgrade will be implemented. As noted in the TecnAzul Study, the repair/ upgrade to the system will include:1) Strengthen and / or repair the Grounding grid.2) Adding grounding to fences for personnel protection.3) Maintaining/ improving equipment grounding (transformers, switchgear, MCCs, distribution panels, and large electrical consumers).4) Additional gravel in switchyards / high voltage areas.

ProcurementMaterial and equipment to be utilized for the upgraded Grounding Grid, including any protection systems. ConstructionInstallation and termination improvements to the existing Grounding Grid as well any additional grounding systems around the Refinery for additional power usage levels.The repairs and improvements performed on the Grounding Grid system will be reviewed, scheduled and overseen by WP, with progress and quality details reported to EPP. WP will also provide periodic meetings to discuss project status, outstanding issues, and actions required. Commissioning / TestingIntegrity and safety conditions verification in substations, MCCs, major equipment, ancillary equipment and protection systems, around the Refinery. OtherProject Management and Oversight to be performed by WorleyParsons.

The Grounding Grid Project will commence during the 3rd quarter. The repairs/ upgrades are expected to be completed by the end of 2014.

e) Lighting Survey and Retrofit (#12)

Preliminary Execution Plan

IntroductionWithin the overall scope of the Esmeraldas Refinery Electrical Rehabilitation Project, one of the areas requiring overdue attention is the Lighting System. The existing lighting system of the Refinery is the same as the original installation back in 1976. Hence the technology of lighting and switching devices is obsolete and very low efficiency. This affects the illumination of the process, utilities and offsites areas in general, as well as those areas with specific and more demanding requirements, where field key control panels are located and where specific level and other field instrumentation require adequate lighting.BackgroundMost of the current lighting fixtures on the Refinery are not operational at the moment (some of the systems components and spare parts are not even available in the market). Similarly, switching devices and Panelboards are very old and deteriorated, requiring immediate substitution in order to be operational again. This represents a risk situation for the personnel operating and maintaining the facility. An update of the system needs to be considered in order to mitigate this serious operational risk condition in the facility. This improvement includes replacing lighting in process areas which is currently fluorescent type with explosion-proof fixtures where required and replace lighting in industrial warehouses where the lighting is Sodium Vapor type.Inside the buildings the lighting is fluorescent type, and is currently working without issues.

Detailed Scope of Project As a general concept, the scope of MMRs work on this project would encompass the substitution of all the lighting fixtures for newer and more efficient technology. Electrical conduit and tubing will be revised during the engineering to verify in which cases complete substitution will be required. The lighting distribution system elements must be evaluated during the engineering for their update and substitution, which includes the following: Electrical Conduits and Tubing.Lighting distribution Panels 480V.Dry-Type Transformers 480/208-120V.Circuits Wiring.Switches.Lamps and fixtures. Instruments, level glasses, others.

The scope of work for the Lighting Survey and Retrofit Project will include the following aspects:

Engineering

The definitive scope of work for the Lighting Survey Retrofit needs a detailed engineering study to be fully defined.

ProcurementMaterial and equipment to be utilized for the Lighting Retrofit.ConstructionReplacement and improvements to the Lighting system. All the supporting efforts to access elevation areas (scaffolding, other) will be scheduled as per construction needs and timely supplied by EPP/ others.The Lighting Survey & Retrofit effort will be reviewed, scheduled and overseen by WP, with progress and quality details reported to EPP. Commissioning / TestingLighting systems in various areas (substations, MCCs, major equipment, instrumentation equipment and protection systems, etc.) will be verified around the Refinery.OtherProject Management and Oversight to be performed by WorleyParsons.

f) Lightning Survey and Retrofit (#13)

Lightning Survey & Retrofit Preliminary Execution PlanIntroductionWithin the overall scope of the Esmeraldas Refinery Electrical Rehabilitation Project, one of the areas requiring overdue attention is the Lightning System. There is no Lightning System in the Refinery, so the facility is mainly relying on the existing and yet very outdated and diminished Grounding Grid to mitigate the likelihood of a potential event due to lightning striking in the industrial area and causing a fire or another major impact, such as damages to computer-based systems (DCS/ PLC/ data servers/ others), among others.BackgroundA thorough engineering review of the Refinery is required in order define the systems needed to mitigate this serious safety risk condition. This engineering would include defining the most risky areas and equipment, the technology most suitable for the Esmeraldas area and the Refinery, as well as any other design considerations. Detailed Scope of Project As a general concept, the scope of MMRs work on this project would encompass the risk analysis, a mitigation plan, all the design criteria and a technical solution system to get the Refinery to a World-class normal standard on this subject. The scope of work for the Lightning Survey and Retrofit Project will include the following aspects:EngineeringThe definitive scope of work for the Lightning Survey Retrofit will be fully defined based on the detailed engineering study. ProcurementMaterial and equipment to be utilized for the Lightning Retrofit.ConstructionInstallation of the Lightning system. Any supporting efforts to access elevation areas (scaffolding, other) will be scheduled as per construction needs and timely supplied by EPP/ others.The Lightning Survey & Retrofit effort will be reviewed, scheduled and overseen by WP, with progress and quality details reported to EPP. Commissioning / TestingOtherProject Management and Oversight to be performed by WorleyParsons.

g) Cathodic Protection Survey & Retrofit (#14)

Preliminary Execution PlanIntroductionThe Esmeraldas Refinery Electrical Rehabilitation Project is aimed to both increase its utilization factor and on-stream factor, as well as increasing the gasoline production capacity. It involves also maximizing the availability of all the supporting plants and equipment and tightly controlling the aging and degradation of the facility. A key factor to that effect is minimizing the corrosion of the Process, Offsites and Utilities plants. One aspect specifically requiring overdue attention is the Cathodic Protection System, in order to protect the structures, major equipment and the offsites/ tankage area, which are exposed to an aggressive soil and tough climatic conditions. The existing Cathodic Protection system of the Refinery is aging and the installation of new tanks will only add to the need for a comprehensive survey and an integral solution to maximize the lifespan of those key assets. BackgroundAn update of the system needs to be considered in order to mitigate a potential operational risk condition (spills, soil contamination and environmental impacts, among others) as well as the operability and on-stream factor weakness in different areas of the facility. Detailed Scope of Project As a general concept, the scope of MMRs work on this project would encompass the detailed review of the existing systems, failure mode analysis, reliability data, root cause determination and recommendations to be implemented. Those recommendations would range from improvement in RAM (Reliability/ Accessibility/ Maintenability) practices to substitution of all the existing systems/ components for newer and more efficient technology. Electrical connections, testing stations, rectifiers, grounding and other components will be revised during the engineering to verify in which cases complete substitution will be required. The scope of work for the Cathodic Protection Survey and Retrofit Project will include the following aspects:

Engineering

The definitive scope of work for the Cathodic Protection Survey and Retrofit needs a detailed engineering study to be fully defined.

ProcurementMaterial and equipment to be installed for the Retrofit. ConstructionReplacement and improvements for the Cathodic Protection system. The Cathodic Protection Survey & Retrofit effort will be reviewed, scheduled and overseen by WP, with progress and quality details reported to EPP. Commissioning / TestingCathodic Protection systems in various areas (large structures, buildings, process heaters, substations, MCCs, major equipment, tank farm, etc.) will be verified around the Refinery. OtherProject Management and Oversight to be performed by WorleyParsons.

h) LV Instrument Cable Replacement (#15)

Preliminary Execution PlanIntroductionThe EPP Esmeraldas Refinery power distribution system is comprised of 13.2 KV, 4,160 V, and 480 V distribution levels. EPP require this system to provide power 99.99+% reliable to the Refinery and its key systems and equipment. The existing power distribution systems equipment and infrastructure are degraded, undersized, and antiquated and do not provide sufficient levels of capacity, protection or reliability. The power distribution system is in the process of being upgraded at the high voltage level. A similar effort is required to get the Low Voltage systems to a reliable performance. Some cables are over 40 years old and some are in bad shape. Their failure can easily trigger equipment and systems shutdown, leading in the end to losses and potential plant downtime, impacting the Refinerys bottom line. BackgroundDue to the replacement of many electrical equipment and inclusion of modern electronic controlling devices throughout the Refinery for the Rehabilitation and Expansion project, as well as the aging of most of the LV cable in the facility, the selective substitution of 480 V (3-phase) feeders and cable will become necessary to hold the new loads connected to the substations and to replace worn out and inefficient LV cable.Detailed Scope of Project As a general concept, MMRs scope of work includes selectively replacing the aging cables requiring substitution from each distribution Substation or MCC, namely 480 V (3-phase) Feeders to the key equipment in the process, offsites and utilities areas. To maximum extent, cable installation will be done using cable trays along the pipe rack (pre-existing or recently installed), as much as available space allows and without over-bending the cable. In exceptional cases when there is no pipe rack in the cable routing, the construction/installation of pipe rack extensions for cable tray installation or finding another raceway option during the engineering will be necessary. All cable will be above ground, not underground cable will be installed.Some of the key activities for executing the project are:

0. Survey Raceway0. Survey Cable0. Survey Glands0. Existing Reliability data/ Bad actors/ Faulty equipment0. Prioritize scope based on survey

The scope of work for the LV Cable Replacement Project will include the following aspects: Engineering

The definitive scope of work for the LV Cable Replacement needs a detailed engineering study to be fully defined.

ProcurementMaterial and equipment to be utilized for the LV Cable, including any protection systems. ConstructionReplacement and terminations improvements to the LV cabling system. All the supporting efforts to access pipe racks (scaffolding, other) will be scheduled as per construction needs and timely supplied by EPP/ others.The LV Cable Replacement effort will be reviewed, scheduled and overseen by WP, with progress and quality details reported to EPP. WP will also provide periodic meetings to discuss project status, outstanding issues, and actions required. Commissioning / TestingIntegrity and continuity conditions in substations, MCCs, major equipment, ancillary equipment and protection systems will be re-verified around the Refinery. OtherProject Management and Oversight to be performed by WorleyParsons.

i) Instruments Replacement (#16)

Preliminary Execution PlanIntroductionThe Esmeraldas Refinery Electrical Rehabilitation Project is aimed to both increase its utilization factor and on-stream factor, while keeping reliable and stable operations in order to supply the domestic market and maximize its profits. A key factor to that effect is having adequate Instrumentation and Control systems in all the Process, Offsites and Utilities plants. The Refinery faces increasing challenges for having to operate with aging and outdated instrumentation equipment, which is particularly critical in the area of controlling the key parameters to keep products on-spec, feed rates and variable parameters on-check and total throughput at its maximum value, while running the units safely and in an environmentally sound fashion. Moreover, a number of operational problems in the Refinery are caused by the aging instrumentation, despite the efforts by Operations and Maintenance personnel. This is very critical when instruments are in ESDs (Emergency Shutdown Systems). Many of these instruments have been discontinued or their spare parts are no longer available. This problem will be further aggravated by the higher feed rates resulting from the ongoing Expansion Project and the installation of additional systems equipment (Tank Farm, Utilities, etc., which will have current technology), which will only add to the need for a comprehensive survey and an integral solution to this situation. These problems need urgent resolution in order to improve the safe Operability and Maintenability of the Plants.Based on the above, a global review and assessment of the Instrumentation, both basic and more advanced (APC, Advance Process Control strategies, including inline quality control analyzers; advanced environmental equipment for emissions control and abatement; among others) are vital to achieve these goals. Esmeraldas Refinery will only be able to perform in the first quartile among world-class refineries when it has updated and modernized its instrumentation and control infrastructure. BackgroundAn update of the system needs to be considered in order to mitigate these operational risk conditions (plants upsets; off-spec products; risk of fire, spills, soil contamination and environmental impacts; among others) as well as to improve the utilization and on-stream factor in different areas of the facility. Detailed Scope of Project As a general concept, the scope of MMRs work on this project would encompass the detailed review of the existing systems, failure mode analysis, reliability data, and recommendations to be implemented. Those recommendations would range from improvement in RAM (Reliability/ Accessibility/ Maintenability) practices to substitution of all the existing instruments and control systems for newer, safer and more efficient equipment. Instruments, control and ancillary (air/electrical/back-up & redundant) systems, marshaling panels, junction boxes and other components will be revised during the engineering to verify in which cases complete substitution will be required. The scope of work for the Instruments Replacement and Retrofit Project will include the following aspects:EngineeringThe definitive scope of work for the Instrument Replacement and Retrofit needs field work; research reliability stats; data sheets review and update; obsolescence verification; basic engineering; design update and detailed engineering (including new data sheets) study to be fully defined. ProcurementMaterials and equipment to be installed for the Replacement and Retrofit.ConstructionReplacement and improvements for the Instrumentation and Control systems. The Instrument Replacement and Retrofit & Retrofit effort will be reviewed, scheduled and overseen by WP, with progress and quality details reported to EPP. Commissioning / TestingInstrument Replacement and Retrofit systems in various areas around the Refinery, with special emphasis on APC, updated Cause and Effects and ESD (Emergency Shutdown Systems), as required.OtherProject Management and Oversight to be performed by WorleyParsons.

j) Alarms System (#20)

Preliminary Execution PlanIntroductionBesides the Power reliability as a key issue in the overall scope of the Esmeraldas Refinery Rehabilitation Project, another area requiring attention is the safety and wellbeing of the personnel and the adjacent communities; and the facilitys integrity. Beyond the need for improved performance and plant stability during both start-up and normal operations, once an operational upset or emergency actually occurs in the Refinery, it is critically important that timely warnings and alarms occur so the appropriate actions are taken immediately to control and mitigate the potential effects of the emergency. In addition to most of the Refinerys aging and technologically outdated instrumentation, the Fire Alarm and Gas Detection System needs urgent action also. Otherwise, the Refinery will stay in its potential high-risk condition during fires and/or toxic/dangerous gases releases to the surrounding environment. In that regard, EP PetroEcuador is now taking action in order to turn Esmeraldas into a world-class Refinery in all aspect of safety.BackgroundMost of the Fire & Gas Detection System components in the Refinery were installed in the early 90s. Nonetheless, even the few newer components are installed under the same conceptual scheme as the oldest ones. They are installed around the industrial area in general and in a number of electrical substations in Process, Utilities and Offsites (office/off-site) areas. At this point, many of the gas detectors are not working or are in disrepair due to lack of spare parts or obsolescence. The control instrumentation is missing in some areas or was put out of service in order to eliminate nuisance/ false alarms. In some other areas, the alarm system wiring is damaged or non-existent. MMR has been asked to propose a project to solve this situation by re-furbishing and upgrading the existing system or by installing a new one, whichever is the most cost-effective option. Detailed Scope of Project As a general concept, the scope of MMRs work on this project would include a technical study and assessment to determine current status for the aforementioned systems and propose initiatives and improvements to achieve the desired objectives. The scope of work for the Fire & Gas Detection System Project will include the following aspects:Initial SurveySite visit to the facility to determine the condition and original design parameters used for the installation of the existing equipment in order to utilize any of the existing installation if possible. EngineeringConceptual engineering, field work, specific scopes definition, strategic approach, Basic engineering or FEED based on findings and Clients guidelines. ProcurementBest manufacturers selection, as required. ConstructionInstallation as per best practices Commissioning / TestingDetectors SATs, Cause & effects verifications, develop preventative maintenance routines for EPP to implement to guarantee systems long term operability other activities to define during engineering. OtherProject Management and Oversight to be performed by WorleyParsons.2)

2) Current Overall Rehabilitation Project Schedule

3) Technical Codes & Standards

ELECTRICAL:Electrical installation design will comply with:

IEEE Institute of Electrical and Electronics EngineersIEEE C2National Electrical Safety CodeNFPA National Fire Protection Association/ NFPA 70NEC 2008National Electric Code OSHA Occupational Safety and Health Administration29 CFR 1910General Industry OSHA Safety and Health Standards

Standards

All electrical equipment, materials and devices will comply with the following standards organizations:

AEIC Association of Edison Illuminating CompaniesANSI American National Standards InstituteAPI American Petroleum InstituteICEA Insulated Cable Engineers AssociationNETA National Electrical Testing AssociationNETA ATS Acceptance Testing Specifications for Electrical Power Distribution Equipment & SystemsUL Underwriters LaboratoriesNational Electrical Manufacturers Association (NEMA)NEMA ICS 6 Industrial Control and Systems: EnclosuresNEMA 250Enclosures for Electrical Equipment (1000V Maximum)NEMA VE 2Cable Tray Installation Guidelines

International Electro-technical Commission (IEC)IEC 60068Environmental testing (if subject not covered in IEC 61131-2)IEC 60227Polyvinyl Chloride insulated cables of rated voltages up to and including 450/750VIEC 60228Conductor of insulated cablesIEC 60287Calculation of the continuous current rating of cables (100% load factor)IEC 60331 Fire Resisting Characteristics of Electrical CablesIEC 60332Tests on electrical cables under fire conditionsIEC 60529Degrees of Protection Provided by Enclosures (IP Code)IEC 60654Industrial - process measurement and control equipment Operating conditions 1 to 4IEC 60811Common test methods for insulating and sheathing materials of electric cablesIEC 61000Electromagnetic Compatibility for Industrial Process Measurement and Control EquipmentIEC 61131Programmable Logic Controllers Parts 2 and 3IEC 61158Digital data communications for measurement and control, fieldbus for use in industrial control systemIEC 61508Functional Safety of Electrical/Electronic/Programmable Electronic Safety-Related Systems Parts 0-7

INSTRUMENTATION:Instrument Society of America (ISA)ISA 5.1Instrumentation Symbols and IdentificationISA 5.2Binary Logic Diagrams for Process OperationISA 5.3Graphic Symbols for Distributed Control/Shared Display Instrumentation, Logic, and Computer SystemsISA 5.4Instrument Loop DiagramsISA 5.5Graphic Symbols for Process DisplaysISA 18.1Annunciator Sequences and SpecificationsISA 18.2Management of Alarms Systems for the Process IndustriesISA 71.01Environmental Conditions for Process Measurement and Control Systems: Temperature and HumidityISA 71.04Environmental Conditions for Process Measurement and Control Systems: Airborne ContaminantsISA 84.00.01Parts 1, 2, and 3 (IEC 61511-1, 2, 3 Mod) Functional Safety: Safety Instrumented Systems for the Process Industry SectorISA 91.00.01Identification of ESD and Controls that are Critical to Maintaining Safety in Process IndustriesISA RP 55.1Hardware testing of digital process computer

GENERAL

International Organization for Standardization (ISO)ISO 9612Guidelines for the measurement and assessment of exposure to noise in a working environmentISO 9001Quality management systems-requirements.ISO 9000Quality management systems - Fundamentals and vocabulary.ISO 10006Quality management systems - Guidelines for quality management in projects.American National Standards Institute (ANSI)

ANSI Z97.1Safety Glazing Materials Used in Buildings Safety Performance Specifications and Methods of Test

ENVIRONMENTAL, HYGIENE & SAFETY:National Fire Protection Association (NFPA)NFPA 70National Electric CodeNFPA 79Electrical Standards for Industrial MachineryNFPA 72National Fire Alarms and Signaling CodeNFPA 86Standard for Ovens and FurnacesNFPA 2001Standard on Clean Agent Fire Extinguishing Systems

4) Preliminary Schedule for Subprojects and Engineering

The current preliminary schedule of durations from the Owner for the electrical subprojects, as well as the durations for the engineering of the critical ones, is in the following link:ELECTRICAL REHABILITATION SCHEDULE, as of Nov. 2013, for reference.pptx

The durations for the engineering associated with the rest of the subprojects will be estimated by the Bidders.

5) MMR Organization Chart &Personnel

The preliminary organization chart for the Site Survey phase of the Rehabilitation Project is shown in the link below. EPP and WP have defined subproject #1 SNI Power Supply as the urgent project at this point. MMR has determined that subprojects #5: 69kV Switchyard and Transformers as well as #10 HV Cable Replacement are also critical from the schedule and impact standpoints.

APPENDICES FOR RFP DOCUMENT\Esmeraldas Refinery Org Chart - Engineering Phase, v2, Feb. 2014.docx

6) Bid Deliverables Templates:a)Relevant Experience in Similar ProjectsBidders shall provide updated information about their experience, relevant projects and clients as per the linked Table. APPENDICES FOR RFP DOCUMENT\Latin America Experience.xlsxb)Personnel Qualifications & AvailabilityBidders will complete the information requested in the linked table below for the available and proposed personnel based upon the current project timeline. APPENDICES FOR RFP DOCUMENT\ESMERALDAS PROJECT - ENGINEERING FIRMS PERSONNEL ANALYSIS , March 2014.xlsxc) Deliverables / Average Productivity and Efficiency Factor by Document type and by Subproject/ PhaseBidders will complete the estimated # of deliverables and productivity for each project/ phase/ type of document according to the scope description. Projects #17 Studies & Reviews and #18 Specialty Vendors will not be addressed since their funds will be distributed among the other projects. For High-Priority projects: APPENDICES FOR RFP DOCUMENT\ESMERALDAS E&I HIGH-PRIORITY PROJECTS - ENGINEERING SCOPE OF WORK, PRELIMINARY, March 2014.xlsxFor Normal-Priority projects: APPENDICES FOR RFP DOCUMENT\ESMERALDAS E&I NORMAL-PRIORITY PROJECTS - ENGINEERING SCOPE OF WORK, March 2014.xlsxThese 2 spreadsheet books are mostly related to the direct labor for the engineering activities with no indirect cost items included. d) Engineering Cost EstimateBidders will use also spreadsheet book:APPENDICES FOR RFP DOCUMENT\ESMERALDAS ELECTRICAL REHAB., ENGINEERING PRELIM. ESTIMATE template, rev 03-09-2014.xlsxThese spreadsheets are linked to the ones on Appendix 6c, so the # documents in the latter are linked to the tables for the High- Priority and Normal-Priority Subprojects. These ones have a capability to include an averaged Contingency factor if the Bidder so decides. They are also linked to the Manning and Histogram sheet, where the Bidders can allocate progress percent to the subprojects engineering in order to estimate the total headcount at any particular point. Bidders will then include their estimated Indirect Costs including proposed project management for the overall project, travel and accommodations for all personnel, Home office services and costs, and any additional provision in order to complete their cost estimates. Bidders will be able to complete the cost estimates by using a composite crew approach for the different projects and phases by using the corresponding tab. They may choose to present a more detailed breakdown for the estimates. In any case, it will be important to have the cost estimates by subproject and phase.

7) Contract DraftThe Contract draft is in the following link:APPENDICES FOR RFP DOCUMENT\2014-03-03 ENGINEERING CONTRACT MODEL v3-JC, RR, MW, MA.doc