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(1)PETROPERU S.A. TALARA REFINERY MODERNIZATION PROJECT FEED-EPC CONTRACTOR IFP. VOLUME 2 PART C – SERVICES & DELIVERABLES - FEED & EPC MASTER JOB SPECIFICATION PAGE 1 OF 1 DATE: 11 DE JULIO DE 2009. PART C – SERVICES AND DELIVERABLES FRONT END ENGINEERING DESIGN - ENGINEERING, PROCUREMENT, AND CONSTRUCTION (FEED & EPC). Table of Contents 1. Introduction 2. Project Participants 3. General Distinction between FEED and EPC Services, Deliverables, Performance Expectations and Success Factors 4. Project Instructions. International Bidding Process N° PCI-002-2008-OFP/P ETROPERU.

(2) PETROPERU, S.A. TALARA REFINERY MODERNIZATION PROJECT FEED-EPC CONTRACTOR IFP. VOLUME 2 PART C – SERVICES AND DELIVERABLES - FEED & EPC MASTER JOB SPECIFICATION PAGE 1 OF 4 DATE: 11 DE JULIO DE 2009. PART C – SERVICES AND DELIVERABLES FEED & EPC 1. Introduction Part C – Services and Deliverables is a section of the MJS for the PETROPERU S.A. Talara Refinery Modernization (TRM) Project FEED-EPC Agreement. It defines the framework of Services and Deliverables expected from the FEEDEPC Contractor. Part C presents a general description of the FEED-EPC Contractor’s roles and responsibilities during the FEED-EPC execution and is supplemented with Annexes C1 – FEED and C2 – EPC, each of which address in a more detailed manner the roles and responsibilities during the reimbursable cost (FEED) and Lump Sum (EPC) phases of the TRM Project. EMPLOYER is depending on the FEED-EPC CONTRACTOR to be conceptualizer, coordinator, optimizer, planner, designer, executer and Commissioning/Start-up/Performance testing CONTRACTOR for the entire TRM Project. Notwithstanding the definitions in Annex C1 – FEED, Annex C2 – EPC, and the Agreement, EMPLOYER lets the FEED-EPC CONTRACTOR to take the decision to organize and efficiently manage/execute the following: •. All FEED obligations/functions necessary to incorporate Licensors Basic Design Packages (BDP) and FEED CONTRACTOR’S internally designed “Open Art” BDPs into an integrated, optimized, cohesive, comprehensive, reliable, CAPEX and OPEX effective, high quality set of FEED phase deliverables including but not limited to complete FEED packages for all units, a +/-10% quality Open Book Estimate (pursuant to rule AACEI RP N° 18R-97 “Cost Estimate Classification System – as applied in Engineering, Procurement, and Construction for the Process Industries”), and a definitive EPC Phase Project Execution Plan (PEP).. •. Responsively develop a mutually acceptable LS Contract Price and Conversion from Reimbursable Cost to Lump Sum through an Open Book Estimate process.. •. Carry out the EPC phase “Date and Price Certain” Agreement and related responsibilities developed and agreed to following the FEED phase in accordance with established international performance standards and best practices.. These principles should be used to guide all FEED-EPC Contractor activities and actions throughout the TRM Project.. International Bidding Process N° PCI-002-2008-OFP/P ETROPERU.

(3) PETROPERU, S.A. TALARA REFINERY MODERNIZATION PROJECT FEED-EPC CONTRACTOR IFP. VOLUME 2 PART C – SERVICES AND DELIVERABLES - FEED & EPC MASTER JOB SPECIFICATION PAGE 2 OF 4 DATE: 11 DE JULIO DE 2009. 2. Project Participants A more detailed description of the principal participants in the TRM Project is presented in Part A – Project Perspective of the MJS. PMC obligations as expressed in the MJS are only relevant as between PETROPERU and the PMC and do not affect in any way the FEED-EPC Contractor’s obligations. An abbreviated summary is included herein for convenience: •. PETROPERU S.A. – named Owner and Employer for the Talara Modernization Project who has formed the EMPLOYER Project Team (PT) consisting of the EMPLOYER Project Manager and his staff responsible for the Project planning, development and execution. Project Management Consultancy Contractor (PMC) – Contractor selected by EMPLOYER to serve as EMPLOYER’s Representative and provide TRM project management support services to the PT as well as TRM project principal representation, consulting and oversight services on behalf of EMPLOYER with relations to the activities and performance of the FEED-EPC CONTRACTOR. Delegated authorities and responsibilities between EMPLOYER and the PMC will be documented in advance and shall be approved by EMPLOYER.. •. FEED-EPC CONTRACTOR – CONTRACTOR selected by EMPLOYER shall fulfill the principal Contractor roles and responsibilities outlined above in Section 1 – Introduction. FEED responsibilities will be conducted on a reimbursable cost – Fixed Fee Mark-Up culminating, among other things, in the development of quality Job Specifications for all Talara Refinery Modernization facilities and a comprehensive and competitively priced Open Book Estimate, supported by a comprehensive Project Execution Plan (PEP). Until Conversion is achieved (Pre-Construction period), detailed engineering and procurement work will proceed on a reimbursable cost basis. Once achieved, subsequent EPC work obligations will be completed on a mutually agreed LS basis and in accordance with a mutually agreed and updated PEP.. •. Licensors – EMPLOYER has selected a set of Licensors of proprietary processes to work collaborate with the FEED-EPC CONTRACTOR in order to provide a fully integrated, cost efficient and environmentally friendly modernization facility for Talara. Said Licensors will cooperate with the FEEDEPC CONTRACTOR and communicate directly on relevant technical matters. In addition, Licensors will provide guides and training for the EMPLOYER’s personnel and performance testing support.. •. Main Automation Sub-Contractor (MAC) – FEED-EPC CONTRACTOR will select and with EMPLOYER approval shall contract a Main Automation SubContractor (MAC) to be in charge of the design, procurement and construction activities of the modernized refinery Processes Control Systems. FEED-EPC CONTRACTOR shall be responsible for coordination with the Licensors and the MAC and shall assist MAC in carrying out its obligations and responsibilities in. International Bidding Process N° PCI-002-2008-OFP/P ETROPERU.

(4) PETROPERU, S.A. TALARA REFINERY MODERNIZATION PROJECT FEED-EPC CONTRACTOR IFP. VOLUME 2 PART C – SERVICES AND DELIVERABLES - FEED & EPC MASTER JOB SPECIFICATION PAGE 3 OF 4 DATE: 11 DE JULIO DE 2009. an efficient, timely manner. The Licensors shall be expected to fully cooperate with the FEED-EPC Contractor and MAC in these efforts. The MAC will be a subcontractor of the FEED-EPC CONTRACTOR After the project closing out, the MAC and the EMPLOYER with discuss the possibility of entering in a new agreement in order to have operating assistance from the MAC. 3. General Distinction between FEED and EPC Performance Expectations and Success Factors. Services,. Deliverables,. Specific performance expectations for the FEED-EPC CONTRACTOR with regard to the FEED and EPC Phases of the TRM Project are set forth in Annex C1– FEED and Annex C2 – EPC respectively. Before proceeding to the Annexes, the end goals for each of these Phases should be recognized from a more holistic basis. It is EMPLOYER’s intent that at the end of the FEED portion of the FEED-EPC CONTRACTOR’s effort, the facilities for TRM Project be completely defined to where: •. An AACEI Class 2 Open Book Cost Estimate (+/-10% accuracy) can be and has been developed, supported by a quality, comprehensive PEP for the EPC Phase.. •. FEED-EPC CONTRACTOR and EMPLOYER can agree, in the established time, a mutually satisfactory Conversion and proceed without interruption into the LS EPC phase of the project.. •. FEED-EPC CONTRACTOR can, at EMPLOYER’s option, proceed immediately and efficiently into the Pre-Construction transition stage, initiating detailed engineering and procurement activities in accordance with the mutually agreed PEP.. EMPLOYER’s expectations at completion of the EPC Phase of the project, if it proceeds as anticipated with the FEED-EPC CONTRACTOR, include acceptance of a smoothly operating Modern Talara Refinery facility, meeting specified quality standards and operating efficiently and reliably, safely producing desired product quantities/quality, with desired operating flexibility, while meeting CAPEX and OPEX objectives in accordance with the Agreement. Annex C1– FEED and Annex C2 – EPC will provide more extensive definition of the services, deliverables and expectations for the FEED and EPC phases of the project respectively. In spite of the split between the FEED and EPC phases of the project, the FEED-EPC CONTRACTOR is expected to think entirely of these two phases and be prepared to develop the EPC phase in a highly timely and cost effective manner.. International Bidding Process N° PCI-002-2008-OFP/P ETROPERU.

(5) PETROPERU, S.A. TALARA REFINERY MODERNIZATION PROJECT FEED-EPC CONTRACTOR IFP. VOLUME 2 PART C – SERVICES AND DELIVERABLES - FEED & EPC MASTER JOB SPECIFICATION PAGE 4 OF 4 DATE: 11 DE JULIO DE 2009. 4. Project Instructions The following are Project Instructions (PI) for the FEED-EPC CONTRACTOR. These PI’s define a number of administration and communications minimum requirements between EMPLOYER/PMC and the FEED-EPC CONTRACTOR during the course of the project. It is expected that the selected Bidder will use these PI’s as a basis for developing, in an extensive and specific manner, its Coordination Procedures for the TRM Project. For the most part, PI’s are the same for both the FEED and EPC phases of the project, except where otherwise annotated.. International Bidding Process N° PCI-002-2008-OFP/P ETROPERU.

(6) PETROPERU S.A. TALARA REFINERY MODERNIZATION PROJECT FEED-EPC CONTRACTOR IFP. VOLUME 2 PROJECT INSTRUCTIONS TO PART C SERVICES AND DELIVERABLES - FEED & EPC MASTER JOB SPECIFICATIONS PAGE 1 OF 1 DATE: JULY 16, 2009. PROJECT INSTRUCTIONS TABLE OF CONTENTS. Tab #. Title. 1.. Correspondence. 2.. Time Management. 3.. Cost Management. 4.. Quality Management. 5.. Procurement. 6.. Material Control. 7.. Document Control. 8.. Change Control. 9.. Project Specificactions. 10.. Finance and Insurance. 11.. Responsibility for Other Contract. 12.. Overall Construction Plan. 13.. Site Health, Safety, Security and Environmental. 14.. Monthly Progress Reporting. 15.. Measurement of Percentage Completion. 16.. Mechanical Completion and Facilities Turnover. 17.. Models. 18.. Compilation of Project Data. 19.. Company’s Reviews, Agreements, Approvals & Authorizations. 20.. Protection of Proprietary/Confidential Information. International Bidding Process N° PCI-002-2008-OFP/P ETROPERU.

(7) PETROPERU S.A. TALARA REFINERY MODERNIZATION PROJECT FEED-EPC CONTRACTOR IFP. VOLUME 2 PROJECT INSTRUCTIONS TO PART C SERVICES AND DELIVERABLES - FEED & EPC MASTER JOB SPECIFICATIONS PAGE 1 OF 20 DATE: JULY 10, 2009. 1. CORRESPONDENCE. I.. OBJECTIVE This Instruction addresses issuance and distribution requirements for all project related correspondence and communications.. II. GENERAL REQUIREMENTS All Project communications are to be provided in both the Spanish and English language with, in case of conflict, the Spanish version will prevail. Project participant addresses are presented in Exhibit 1-1, while the requirements for EMPLOYER-originated and CONTRACTOR-originated correspondence are detailed in Exhibits 1-2 and 1-3, respectively. (CONTRACTOR shall note that Exhibit 1-3, as presented, displays only a tabulation of those documents it and the Supervised Contractors, vendors, and subcontractors under its control shall produce and issue for the project. Therefore, CONTRACTOR shall submit, at the Agreement Signature, for EMPLOYER’s review and approval, Exhibit 1-3 upgraded to a matrix format and included as Exhibit 1-4.) A. Mail and Email Correspondence 1. CONTRACTOR-originated project correspondence shall be addressed to EMPLOYER’s Project Manager (or Representative at Site appointed by the EMPLOYER) using appropriate alphanumeric sequential numbering systems to identify correspondence. Copies and distribution of said correspondence shall be in accordance with Exhibit 1-4. 2. All EMPLOYER-originated correspondence to CONTRACTOR shall be in accordance with Exhibit 1-2 and addressed to Contractor's Project Manager or Construction Manager. 3. All hardy copy mailings shall use the most time/cost effective class of postal and courier services and shall accommodate, if appropriate, requirements of customs clearance or other applicable considerations. To further expedite delivery, larger mailings (or emails as applicable) shall be subdivided into smaller packages (or files for emails or other electronic transmissions) which shall be clearly identified as components of a larger multiple package (e.g., 1 of 6). 4. Facsimile transmission or emailing of letters and other items may be used when feasible but critical items such as notices, approvals, etc. shall be confirmed by hard copy originals mailed to the party. 5. Alternate means (e.g., air or motor freight) may be employed for those items not purely “correspondence” in nature such as catalogs, manuals, etc. International Bidding Process N° PCI-002-2008-OFP/P ETROPERU.

(8) PETROPERU S.A. TALARA REFINERY MODERNIZATION PROJECT FEED-EPC CONTRACTOR IFP. VOLUME 2 PROJECT INSTRUCTIONS TO PART C SERVICES AND DELIVERABLES - FEED & EPC MASTER JOB SPECIFICATIONS PAGE 2 OF 20 DATE: JULY 10, 2009. 1. CORRESPONDENCE. B. Telephone or Email Communication - Immediate, written confirmation of all queries, agreements, and instructions transmitted via telephone or email shall be mandatory. Should said confirmation require distribution, copies of such written confirmation shall be distributed in accordance with Exhibits 1-1, 1-2, and 1-3. C. Vendor Documents and Data - CONTRACTOR shall note that "Vendor Documents and Data" is defined to include all drawings, specifications, calculations, and other data requiring CONTRACTOR or EMPLOYER approval as produced by Vendors, Sub-Vendors, Supervised Contractors, and subcontractors under CONTRACTOR's control. Distribution by CONTRACTOR of said material shall be consistent with the development status of the information contained, e.g., raw, reviewed, resubmitted, or certified. D. SUPPORTING INFORMATION – CONTRACTOR shall design a system that permits to have electronic copies of all the documents and data generated during the Project execution with the security elements and appropriate access that have to be approved by the EMPLOYER; this system shall be always updated and maintained by the CONTRACTOR, with access to the EMPLOYER or EMPLOYER’s Representative.. International Bidding Process N° PCI-002-2008-OFP/P ETROPERU.

(9) PETROPERU S.A. TALARA REFINERY MODERNIZATION PROJECT FEED-EPC CONTRACTOR IFP. VOLUME 2 PROJECT INSTRUCTIONS TO PART C SERVICES AND DELIVERABLES - FEED & EPC MASTER JOB SPECIFICATIONS PAGE 3 OF 20 EXHIBIT 1-1 PAGE 1 of 2 DATE: JULY 10, 2009. 1. CORRESPONDENCE EXHIBIT 1-11 PARTICIPANT ADDRESSES EMPLOYER’s Authorized Representatives (Name of EMPLOYER’s Project Manager). (Street Address) (Mail Address) (Telephone) (Cell Phone) (Fax) (Email Address). (Name of EMPLOYER’s Representative at Site). (Street Address) (Mail Address) (Telephone) (Cell Phone) (Fax) (Email Address). 1. EMPLOYER shall insert names of appropriate EMPLOYER’s PT representatives and PMC representatives.. International Bidding Process N° PCI-002-2008-OFP/P ETROPERU.

(10) PETROPERU S.A. TALARA REFINERY MODERNIZATION PROJECT FEED-EPC CONTRACTOR IFP. VOLUME 2 PROJECT INSTRUCTIONS TO PART C SERVICES AND DELIVERABLES - FEED & EPC MASTER JOB SPECIFICATIONS PAGE 4 OF 20 EXHIBIT 1-1 PAGE 2 of 2 DATE: JULY 10, 2009. 1. CORRESPONDENCE CONTRACTOR’s Authorized Representatives. (Name of CONTRACTOR’s Project Manager). (Street Address) (Mail Address) (Telephone) (Cell Phone) (Fax) (Email Address). (Name of CONTRACTOR’s Construction. (Street Address). Manager). (Mail Address) (Telephone) (Cell Phone) (Fax) (Email Address). Other: Additional names, addresses, functions, and organizations will be provided at the Agreement Signature.. International Bidding Process N° PCI-002-2008-OFP/P ETROPERU.

(11) PETROPERU S.A. TALARA REFINERY MODERNIZATION PROJECT FEED-EPC CONTRACTOR IFP. VOLUME 2 PROJECT INSTRUCTIONS TO PART C SERVICES AND DELIVERABLES - FEED & EPC MASTER JOB SPECIFICATIONS PAGE 5 OF 20 EXHIBIT 1-2 PAGE 1 of 2 DATE: JULY 10, 2009. 1. CORRESPONDENCE. EXHIBIT 1-2 EMPLOYER-ORIGINATED CORRESPONDENCE DOCUMENT DISTRIBUTION. Requirements as to Originator, Number of Copies, etc. to be established.2 A. General B. Contractual C. Job Specification-Initial D. Job Specification-Revisions E. Change Proposal Requests F. Change Authorizations G. Cost Estimates H. Cost Reports I.. Procurement −. Vendor/Subcontractor Acceptability. −. Purchasing. −. Expediting. −. Subcontracting. −. Traffic. −. Spare Parts. J. Progress Reports. 2. EMPLOYER shall develop this item prior to Agreement Signature.. International Bidding Process N° PCI-002-2008-OFP/P ETROPERU.

(12) PETROPERU S.A. TALARA REFINERY MODERNIZATION PROJECT FEED-EPC CONTRACTOR IFP. VOLUME 2 PROJECT INSTRUCTIONS TO PART C SERVICES AND DELIVERABLES - FEED & EPC MASTER JOB SPECIFICATIONS PAGE 6 OF 20 EXHIBIT 1-2 PAGE 2 of 2 DATE: JULY 10, 2009. 1. CORRESPONDENCE. K. Quality Management −. Home Office (NPTA). −. Shop Inspection. −. Field (Site Inspection). L. Mechanical Completion and Turnover M. Start-Up. International Bidding Process N° PCI-002-2008-OFP/P ETROPERU.

(13) PETROPERU S.A. TALARA REFINERY MODERNIZATION PROJECT FEED-EPC CONTRACTOR IFP. VOLUME 2 PROJECT INSTRUCTIONS TO PART C SERVICES AND DELIVERABLES - FEED & EPC MASTER JOB SPECIFICATIONS PAGE 7 OF 20 EXHIBIT 1-3 PAGE 1 of 12 DATE: JULY 10, 2009. CORRESPONDENCE EXHIBIT 1-3 CONTRACTOR – ORIGINATED CORRESPONDENCE DOCUMENT DISTRIBUTION A.. B.. General. 10. Control Estimate/Control Budget. 1.. Contractual. 11. Cost Forecasts. 2.. Contractual Correspondence. 12. Cost Control Conference Notes. 3.. Job Procedures. 13. Change Proposals. 4.. Contractor Invoices. 14. Change Orders. 5.. Code of Accounts. 15. Field Change Orders. 6.. Insurance. 16. Change Order Summary. 7.. Conference Notes/Minutes of Meeting (General). 17. Bulk Material Summaries. 8.. Follow Up Notes. 18. Material Requisition Status (MRS) Report. Supervised Contracts. 19. Purchase Order Report (POR). 1.. Correspondence. 20. Material/Equipment Status and Expediting Report. 2.. Invoices. 3.. Conference Notes/Minutes of Meeting. 21. Master Subcontracting Plan. C.. Project Control 1.. Monthly Progress Report. 2.. Project Schedules. 3.. Progress Curves. 4.. Staffing and Labor Profiles/Productivity. 5.. Earned Value (EV) Weekly Updates. 6.. Shutdown Planning Conference Notes. 7.. Time Management Effort Appraisals. 8.. Monthly Cost Reports (SPCL). 9.. Cost Estimates. International Bidding Process N° PCI-002-2008-OFP/P ETROPERU.

(14) PETROPERU S.A. TALARA REFINERY MODERNIZATION PROJECT FEED-EPC CONTRACTOR IFP. VOLUME 2 PROJECT INSTRUCTIONS TO PART C SERVICES AND DELIVERABLES - FEED & EPC MASTER JOB SPECIFICATIONS PAGE 8 OF 20 EXHIBIT 1-3 PAGE 2 of 12 DATE: JULY 10, 2009. CORRESPONDENCE EXHIBIT 1-3 CONTRACTOR – ORIGINATED CORRESPONDENCE DOCUMENT DISTRIBUTION. D.. 22. Specification Index. 17. Subcontracts. 23. Drawing Index. 18. Subcontracts (Field). 24. Vendor Print Log. 19. Subcontract Log. 25. Spare Parts Control Log. 20. Subcontract Status (Pre-Award). 26. Overall Construction Plan. 21. Subcontract Schedule (Pre- Award). Procurement. 22. Subcontract Invoice/Payment Summaries. 1.. Vendor/Subcontractor Correspondence. 23. Recommended Spare Parts Summaries. 2.. Vendor/Subcontractor Conference and Minutes of Meeting Notes. 3.. Vendor/Subcontractor Lists. 4.. Material Requisition (MR’s). 5.. Inquiry Documents/Specifications. 6.. Inquiry Release. 7.. Bids. 8.. Bid Tabulations/Recommendations. 9.. Purchase Orders/Attachments. E.. Traffic 1.. Freight Forwarding Agent Correspondence. 2.. Customs Agent Correspondence. 3.. Conference Notes/Minutes of Meetings. 4.. Pro Forma Invoice. 5.. Vendor's Commercial Invoice and Certificate of Origin. 10. Purchase Orders/Attachments (Field) 11. Expediting Reports 12. Project Subcontracting Specifications 13. Subcontract Inquiry Documents 14. Subcontract Inquiry Release 15. Subcontract Bids/Fair Price Estimates 16. Subcontract Bid Tabulations/ Recommendation. International Bidding Process N° PCI-002-2008-OFP/P ETROPERU.

(15) PETROPERU S.A. TALARA REFINERY MODERNIZATION PROJECT FEED-EPC CONTRACTOR IFP. VOLUME 2 PROJECT INSTRUCTIONS TO PART C SERVICES AND DELIVERABLES - FEED & EPC MASTER JOB SPECIFICATIONS PAGE 9 OF 20 EXHIBIT 1-3 PAGE 3 OF 12 DATE: JULY 10, 2009. CORRESPONDENCE EXHIBIT 1-3 CONTRACTOR – ORIGINATED CORRESPONDENCE DOCUMENT DISTRIBUTION 6.. Vendor's Packing List. 7.. Export Declaration. 8.. Consular Certification. 9.. Ocean Bill of Lading. a.. Flow Diagrams. 10. Ship's or Plane's Manifest. b.. P&ID's. 11. Stowage Plan. c.. Maps, Plot Plans, and arrangements. 12. Air Waybill. d.. Line Classification Sheets. 13. Insurance Declaration. e.. Line or Pump Calculation Sheets. 14. Notice of Claim. 3. H.. Operating Instructions. Contractor Drawings 1.. 2.. General. Mechanical Equipment (Ref. Exit 5-1 for detailed itemization). 15. Overage, Shortage or Damage (OSD) Report a.. Atmospheric Tankage - Appurtenances List. 17. Master Voyage Summary Report. b.. Blowers and Fans - Data Sheets. 18. Weekly Shipping Schedule. c.. Compressors - Data Sheets. 19. Various Communications. d.. Forming, Packaging, and Proportioning Equipment - Data Sheets. 16. Container Content List. F.. G.. Quality Management 1.. Engineering Technical Audits. 2.. Shop Inspection Reports and Notices, including Non-Conformance Reports and Corrective Action Reports. 3.. Field Reports, including Non-Conformance Reports and Corrective Action Reports. Project Data 1.. Project Record Books. 2.. Equipment Reference File. International Bidding Process N° PCI-002-2008-OFP/P ETROPERU.

(16) PETROPERU S.A. TALARA REFINERY MODERNIZATION PROJECT FEED-EPC CONTRACTOR IFP. VOLUME 2 PROJECT INSTRUCTIONS TO PART C SERVICES AND DELIVERABLES - FEED & EPC MASTER JOB SPECIFICATIONS PAGE 10 OF 20 EXHIBIT 1-3 PAGE 4 OF 12 DATE: JULY 10, 2009. CORRESPONDENCE EXHIBIT 1-3 CONTRACTOR – ORIGINATED CORRESPONDENCE DOCUMENT DISTRIBUTION e.. Heaters and Stacks - Data Sheets. f.. Heat Exchange Equipment - Data. g.. Marine Technical Equipment - Data Sheets. Instrumentation Equipment/ Materials (including DCS). h.. Mechanical Drivers - Data Sheets. a.. Control Panels. i.. Mechanical Handling Equipment - Data Sheets and Conveyor Drawings. b.. Instrument Location Plans. c.. Installation Details. j.. Packaged Process Equipment - All Drawings and Data Sheets. d.. Data Sheets (Ref. Exhibit 5-1 for detailed itemization). Pressure Vessels - All Drawings/Tray Data Sheets. e.. Installation Distribution. 4.. k.. l.. Contractor Drawings. 5.. m. Pumps - Data Sheets n.. o.. 3.. Data Sheets (Ref. Exhibit 5-1 for detailed itemization). e.. a. Thermal Insulation Distribution and Details. Separating and Mixing Equipment - Data Sheets Special Plants - All Drawings and Data Sheets. Insulation and Lining Materials. b.. 6.. Fireproofing Distribution and Details. Pipe and Piping Materials. p.. Waste Treatment Equipment - Data Sheets. a.. Drawings/Model Cuts. q.. Water Treatment Equipment - Data Sheets. b.. Isometrics. r.. Vacuum Equipment - Data Sheets. Electrical Equipment/Materials a.. One-Line Diagrams and Area Classification. b.. Grounding. c.. Power and Lighting. d.. Electronic Instrument Control Loops and Instrument and Control Circuits. International Bidding Process N° PCI-002-2008-OFP/P ETROPERU.

(17) PETROPERU S.A. TALARA REFINERY MODERNIZATION PROJECT FEED-EPC CONTRACTOR IFP. VOLUME 2 PROJECT INSTRUCTIONS TO PART C SERVICES AND DELIVERABLES - FEED & EPC MASTER JOB SPECIFICATIONS PAGE 11 OF 20 EXHIBIT 1-3 PAGE 5 OF 12 DATE: JULY 10, 2009. CORRESPONDENCE EXHIBIT 1-3 CONTRACTOR – ORIGINATED CORRESPONDENCE DOCUMENT DISTRIBUTION. 7.. 9.. General Engineering Specifications. Material Summary. d.. Pipe Support Details. a.. Atmospheric Tankage. e.. Pipe Support Materials. b.. Blowers, Fans, and Compressors. c.. Forming, Packaging, and Proportioning Equipment. d.. Heaters and Stacks. e.. Heat Exchange Equipment. f.. Marine Technical Equipment. g.. Mechanical Drivers. h.. Mechanical Handling Equipment. i.. Packaged Process Equipment. j.. Pressure Vessels. k.. Pumps. l.. Separate and Mixing Equipment. Painting a.. 8.. 3.. c.. Paint Distribution. Buildings (Excluding Foundations) a.. Architectural Drawings. b.. Architectural Drawing Details. c.. Plumbing, Heating and Ventilating. Furniture Distribution a.. Structures (All Excluding Buildings). b.. Structures, Platforms. c.. Steel Details, and Material Summary. d.. Pipeway and Instrument Supports m. Special Plants. 10. Foundations a.. Piling and Foundations. b.. Building Foundations. 11. Site Development. I.. a.. Paving, Pathways, Roads, etc.. b.. Underground Service Piping. Contractor Specifications 1.. Basic Design Specifications. 2.. Construction Specifications. International Bidding Process N° PCI-002-2008-OFP/P ETROPERU.

(18) PETROPERU S.A. TALARA REFINERY MODERNIZATION PROJECT FEED-EPC CONTRACTOR IFP. VOLUME 2 PROJECT INSTRUCTIONS TO PART C SERVICES AND DELIVERABLES - FEED & EPC MASTER JOB SPECIFICATIONS PAGE 12 OF 20 EXHIBIT 1-3 PAGE 6 OF 12 DATE: JULY 10, 2009. CORRESPONDENCE EXHIBIT 1-3 CONTRACTOR – ORIGINATED CORRESPONDENCE DOCUMENT DISTRIBUTION. J.. n.. Waste Treatment Equipment. o.. Vacuum Equipment. p.. Electrical Equipment/Materials. q.. Instrumentation Equipment/ Materials. r.. Thermal Insulation and fireproofing Materials. s.. Pipe and Piping Materials. t.. Painting. u.. Buildings (Excluding Foundations). v.. Structures and Foundations. w.. Site Development. x.. Welding and Thermal Processing. y.. Catalysts, Chemicals, etc.. a.. Dimensions Drawing with Foundation Data. b.. Cross Section with Parts List. c.. Completed Data Sheet. d.. Welding Procedures. e.. Material Specifications. f.. Drawing Index and Distribution. g.. Calculations - Mechanical. h.. Efficiency Data/Curves. i.. Lubricant Data Sheet. j.. Allowable Nozzle Effort Data. k.. Wiring Control Data. l.. Electrical Terminal Design. Vendor Data m. Arrangement and Connections 1.. Atmospheric Tankage n.. 2.. a.. Dimensions Drawing with Foundation Data. b.. Welding Procedures. c.. Material Specifications. d.. Drawing Index and Distribution. e.. Erection/Placement Drawings. f.. Shop Details. g.. Field Erected Details. Piping Layout. Blowers, Fans and Compressors. International Bidding Process N° PCI-002-2008-OFP/P ETROPERU.

(19) PETROPERU S.A. TALARA REFINERY MODERNIZATION PROJECT FEED-EPC CONTRACTOR IFP. VOLUME 2 PROJECT INSTRUCTIONS TO PART C SERVICES AND DELIVERABLES - FEED & EPC MASTER JOB SPECIFICATIONS PAGE 13 OF 20 EXHIBIT 1-3 PAGE 7 OF 12 DATE: JULY 10, 2009. CORRESPONDENCE EXHIBIT 1-3 CONTRACTOR – ORIGINATED CORRESPONDENCE DOCUMENT DISTRIBUTION o.. Dimensions Drawing. d.. Welding Procedures. p.. Lube and Seal Oil Flow Diagram. e.. Material Specifications. q.. Seal Assembly. f.. Drawing Index and Distribution. r.. Seal Cross Section. g.. Calculations - Mechanical. s.. Code Certification Documentation. h.. Efficiency Data/Curves. t.. Priced Recommended Spare Parts List (PRSPL). i.. Allowable Nozzle Effort Data. j.. Wiring and Control Diagram. u.. Operating and Maintenance Instructions k.. Erection/Placement Drawings. v.. Composite Instruction Manual l.. Arrangement Drawings. w.. Shop Details m. Piping and Instrumentation. 3.. 4.. Forming, Packaging and Proportioning Equipment a.. Dimensions Drawing with Foundation Data. b.. Cross Section with Parts List. c.. Wiring and Control Data. d.. Erection Drawings. e.. Operating and Maintenance Instructions. f.. Shop Details. g.. Drawing Index and Distribution. h.. Priced Recommended Spare Parts List (PRSPL). n.. Burner Assembly. o.. Pilot or Ignition Systems. p.. Soot Blowers. q.. Dry Out Procedure. Heaters and Stacks a.. Dimensions Drawing with Foundation Data. b.. Cross Sections with Parts List. c.. Completed Data Sheet. International Bidding Process N° PCI-002-2008-OFP/P ETROPERU.

(20) PETROPERU S.A. TALARA REFINERY MODERNIZATION PROJECT FEED-EPC CONTRACTOR IFP. VOLUME 2 PROJECT INSTRUCTIONS TO PART C SERVICES AND DELIVERABLES - FEED & EPC MASTER JOB SPECIFICATIONS PAGE 14 OF 20 EXHIBIT 1-3 PAGE 8 OF 12 DATE: JULY 10, 2009. CORRESPONDENCE EXHIBIT 1-3 CONTRACTOR – ORIGINATED CORRESPONDENCE DOCUMENT DISTRIBUTION. 5.. 6.. Marine Technical Equipment (Same as Forming, Packaging, and Proportioning Equipment, as applicable). Shop Details. 7.. Mechanical Drivers (Same as Blowers, Fans, and Compressors, as applicable). Priced Recommended Spare Parts List (PRSPL). 8.. Mechanical Handling Equipment (Same as Forming, Packaging, and Proportioning Equipment, as applicable). 9.. Packaged Process Equipment. r.. Code Certification Documentation. s.. Operating and Maintenance. t. u.. Heat Exchange Equipment a.. Dimensions Drawing with Foundation Data. b.. Cross Section with Parts List. c.. Completed Data Sheets. d.. Wiring Procedures. e.. Material Specifications. f.. Efficiency Data/Curves. g.. Allowable Nozzle Effort Data. h.. Erection/Placement Drawings. i.. Piping and Instrumentation Diagram. j.. Vibration Switch. k.. Code Certification Documentation. l.. Priced Recommended Spare Parts List (PRSPL). a.. Dimensions Drawing with Foundation Data. b.. Cross Section with Parts List. c.. Operating and Maintenance Instructions with PRSPL. d.. Drawing Index and Schedule. 10. Pressure Vessels a.. Vessel Under Pressure Dimensions with Foundation Data. b.. Vessel Welding Procedures. c.. Vessel Calculations – Mechanical. m. Operating and Maintenance Instructions n.. Shop Details. o.. Drawing Index and Details. International Bidding Process N° PCI-002-2008-OFP/P ETROPERU.

(21) PETROPERU S.A. TALARA REFINERY MODERNIZATION PROJECT FEED-EPC CONTRACTOR IFP. VOLUME 2 PROJECT INSTRUCTIONS TO PART C SERVICES AND DELIVERABLES - FEED & EPC MASTER JOB SPECIFICATIONS PAGE 15 OF 20 EXHIBIT 1-3 PAGE 9 OF 12 DATE: JULY 10, 2009. CORRESPONDENCE EXHIBIT 1-3 CONTRACTOR – ORIGINATED CORRESPONDENCE DOCUMENT DISTRIBUTION d.. Vessel General Assembly and Drawing Index. e.. Vessel Code Certification and Supporting Documentation. f.. Vessel Shop Details. g.. Vessel Mechanical Efforts Program and Data. h.. Tray/Internals Completed Data Sheets. i.. j.. Arrangement/Connection Drawings. k.. Lube and Control Oil Diagram. l.. Gland Sealing Diagram. m. Code Certification and Supporting Documentation n.. Priced Recommended Spare Parts List (PRSPL). Tray/Internals Calculations. o.. Operating and Maintenance Instructions. j.. Tray/Internals Overall Arrangement. p.. Shop Details. k.. Tray/Internals Arrangement Diagrams and Instructions. l.. Tray/Internals Shipping and Material List. m. Tray/Internals Shop Details n.. Tray/Internals Drawing Index and Distribution. 12. Separating and Mixing Equipment (Same as Forming, Packaging, and Proportioning Equipment, as applicable) 13. Special Plants (Same as Packaged Process Equip, supplemented by applicable component requirements) 14. Waste Treatment Equipment (Same as Special Plants). 11. Pumps a.. Dimensions Drawing with Foundation Data. b.. Cross Section with Parts List. c.. Completed Data Sheet. d.. Wiring Procedures. e.. Material Specifications. f.. Drawing Index and Distribution. g.. Efficiency Data/Curves. h.. Lubricant Data Sheet. i.. Allowable Nozzle Efforts Data. International Bidding Process N° PCI-002-2008-OFP/P ETROPERU.

(22) PETROPERU S.A. TALARA REFINERY MODERNIZATION PROJECT FEED-EPC CONTRACTOR IFP. VOLUME 2 PROJECT INSTRUCTIONS TO PART C SERVICES AND DELIVERABLES - FEED & EPC MASTER JOB SPECIFICATIONS PAGE 16 OF 20 EXHIBIT 1-3 PAGE 10 OF 12 DATE: JULY 10, 2009. CORRESPONDENCE EXHIBIT 1-3 CONTRACTOR – ORIGINATED CORRESPONDENCE DOCUMENT DISTRIBUTION 15. Water Treatment Equipment (Same as Special Plants). 18. Instrumentation Equipment/ Materials (including DCS) a.. Dimensions Drawings with Cutouts and Supports. 16. Vacuum Equipment a.. Dimensions Drawings. b.. Cross Section with Parts List. b.. Cross Section with Parts List. c.. Completed Data Sheets. c.. Completed Data Sheets. d.. Drawing Index and Distribution. d.. Material Specification. e.. Calculations and Calibration Curves. e.. Efficiency Data/Curves. f.. Wiring and Control Diagram. f.. Arrangement Drawings. g.. Electrical Terminal Designation. g.. Assembly Diagram. h.. Panel Layout with Major Dimensions. h.. Priced Recommended Spare Parts List (PRSPL). i.. Back Panel Layouts. j.. Typical Panel Cross Section. i.. Operating and Maintenance Instructions k.. Pneumatic Diagrams. j.. Drawing Index and Distribution l.. Priced Recommended Spare Parts List (PRSPL). 17. Electrical Equipment/Materials a.. Dimensions Drawing with Foundation Data. b.. Cross Section with Parts List. c.. Completed Data Sheet. d.. Drawing Index and Distribution. e.. Wiring Diagrams. f.. Priced Recommended Spare Parts List (PRSPL). g.. Operating and Maintenance Instructions. h.. Shop Details/Pipe Supports. International Bidding Process N° PCI-002-2008-OFP/P ETROPERU.

(23) PETROPERU S.A. TALARA REFINERY MODERNIZATION PROJECT FEED-EPC CONTRACTOR IFP. VOLUME 2 PROJECT INSTRUCTIONS TO PART C SERVICES AND DELIVERABLES - FEED & EPC MASTER JOB SPECIFICATIONS PAGE 17 OF 20 EXHIBIT 1-3 PAGE 11 OF 12 DATE: JULY 10, 2009. CORRESPONDENCE EXHIBIT 1-3 CONTRACTOR – ORIGINATED CORRESPONDENCE DOCUMENT DISTRIBUTION m. Composite Instruction Manuals. f.. Erection Drawings. n.. Photo Negatives and Prints. g.. Piping and Instrumentation Diagram. o.. Color Samples. h.. Vendor Field Fabricated Items. p.. Shop Details. i.. Shop Details. q.. Drawing Index and Distribution. j.. Drawing Index and Distribution. 19. Pipe and Piping Materials a.. Dimension Drawing with Foundation Data. b.. Cross-Sections with Parts List. c.. Completed Data Sheets. d.. Welding Procedures. e.. Material Specifications. f.. Drawing Index and Distribution. g.. Code Certification and Supporting Documentation. h.. Priced Recommended Spare Parts List (PRSPL). i.. Operating and Maintenance Instructions. j.. Shop Details/Pipe Supports. 21. Structures and Foundations a.. Dimensions Drawing with Foundation Data. b.. Drawing Index and Distribution. c.. Structural Calculations. d.. Structural Erection Drawings. e.. Structural Shop Details/Pipe Supports. f.. Structural Painting Specification. g.. Foundation Erection/Placement Drawings. h.. Foundation Reinforcing Cutting/Bending List. 20. Buildings (Ex Foundations) a.. Dimensions Drawing with Foundation Data. b.. Cross Section with Parts List. c.. Calculations - Structural. d.. Efficiency Data/Curves. e.. Wiring and Control Diagram. International Bidding Process N° PCI-002-2008-OFP/P ETROPERU.

(24) PETROPERU S.A. TALARA REFINERY MODERNIZATION PROJECT FEED-EPC CONTRACTOR IFP. VOLUME 2 PROJECT INSTRUCTIONS TO PART C SERVICES AND DELIVERABLES - FEED & EPC MASTER JOB SPECIFICATIONS PAGE 18 OF 20 EXHIBIT 1-3 PAGE 12 OF 12 DATE: JULY 10, 2009. CORRESPONDENCE EXHIBIT 1-3 CONTRACTOR – ORIGINATED CORRESPONDENCE DOCUMENT DISTRIBUTION i.. 6.. Drawing Index and Distribution. Site Safety/Security, and Sanitation Conference Notes. 22. Site Development L.. K.. a.. Property Survey. b.. Topographic Survey. c.. Hydrographic Survey. d.. Fencing Details. e.. Field Compaction Report. f.. Soils Report. g.. Shop Details. h.. Drawing Index and Distribution. Mechanical Completion and Facilities Turnover 1.. Schematic Testing Diagrams. 2.. Requests for Inspection. 3.. Punch Lists. 4.. Notices of Mechanical Completion. Field Construction 1.. Superintendent's Daily Report with Force and Construction Equipment Lists. 2.. Weekly Worksheets. 3.. Field Action Memoranda. 4.. Material/Equipment Receiving Reports. 5.. Accident Reports. International Bidding Process N° PCI-002-2008-OFP/P ETROPERU.

(25) PETROPERU S.A. TALARA REFINERY MODERNIZATION PROJECT FEED-EPC CONTRACTOR IFP. VOLUME 2 PROJECT INSTRUCTIONS TO PART C SERVICES AND DELIVERABLES - FEED & EPC MASTER JOB SPECIFICATIONS PAGE 19 OF 20 EXHIBIT 1-4 PAGE 1 of 2 DATE: JULY 10, 2009. CORRESPONDENCE EXHIBIT 1-4. DOCUMENT DISTRIBUTION MATRIX EMPLOYER-ORIGINATED CORRESPONDENCE. (To be provided). International Bidding Process N° PCI-002-2008-OFP/P ETROPERU.

(26) PETROPERU S.A. TALARA REFINERY MODERNIZATION PROJECT FEED-EPC CONTRACTOR IFP. VOLUME 2 PROJECT INSTRUCTIONS TO PART C SERVICES AND DELIVERABLES - FEED & EPC MASTER JOB SPECIFICATIONS PAGE 20 OF 20 EXHIBIT 1-4 PAGE 2 of 2 DATE: JULY 10, 2009. CORRESPONDENCE. EXHIBIT 1-4. DOCUMENT DISTRIBUTION MATRIX EMPLOYER-ORIGINATED CORRESPONDENCE. (To be provided). International Bidding Process N° PCI-002-2008-OFP/P ETROPERU.

(27) PETROPERU S.A. TALARA REFINERY MODERNIZATION PROJECT FEED-EPC CONTRACTOR IFP. VOLUME 2 PROJECT INSTRUCTIONS TO PART C SERVICES AND DELIVERABLES - FEED & EPC MASTER JOB SPECIFICATIONS PAGE 1 OF 12 DATE: JULY 10, 2009. 2. TIME MANAGEMENT I.. OBJECTIVE This Instruction addresses requirements of Contractor's time management functions.. II. GENERAL REQUIREMENTS A. Philosophy Contractor shall employ time management principles to effectively direct and control the TRM Project in its entirety. Accordingly, CONTRACTOR's planning and scheduling efforts shall critically address and monitor those activities and components whose potentially deficient performance could adversely impact overall performance. CONTRACTOR shall limit itself to execution of contractual work items specifically to those which have been previously identified, planned, scheduled, and approved. B. Responsibility Responsibility for time management optimization rests with Contractor and includes not only the activities of CONTRACTOR, but those of project participants (subcontractors, Supervised Contractors, vendors, etc.) under Contractor control. Additionally, CONTRACTOR shall organize related EMPLOYER activities and requirements. In satisfactorily discharging this responsibility, CONTRACTOR shall: 1.. Define the scope and depth of planning/scheduling efforts.. 2.. Establish the plan and schedule format consistent with time management optimization.. 3.. Provide overall coordination.. 4.. Maintain all plans and schedules.. 5.. Perform analyses and develop recommendations.. 6.. Undertake requisite reporting activities.. III. SPECIFIC REQUIREMENTS A. Time Management Procedures CONTRACTOR's fundamental procedural document shall be the detailed work schedule submitted with its proposal and upgraded within sixty (60) days thereafter. CONTRACTOR shall issue this document as part of its Job Procedures, maintain it accordingly, and update it to define the conduct of its Time Management function. International Bidding Process N° PCI-002-2008-OFP/P ETROPERU.

(28) PETROPERU S.A. TALARA REFINERY MODERNIZATION PROJECT FEED-EPC CONTRACTOR IFP. VOLUME 2 PROJECT INSTRUCTIONS TO PART C SERVICES AND DELIVERABLES - FEED & EPC MASTER JOB SPECIFICATIONS PAGE 2 OF 12 DATE: JULY 10, 2009. 2. TIME MANAGEMENT B. Techniques and Systems Contractor shall utilize techniques of logic network diagramming within approved systems capable of utilizing such techniques (Primavera, MS Project, PERT Master, etc.) The specific approach - CPM, PERT, Precedence, etc. -- may be selected by Contractor subject to EMPLOYER approval. However, level of detail and description must be consistent with all work breakdown structuring and earned value reporting requirements (See Project Instruction Nº 15). CONTRACTOR shall translate requirements and conditions of network diagrams into more manageable control mechanisms for its home office and field construction activities, e.g., daily or weekly worksheets and/or look-ahead schedules. Said mechanisms shall develop finite engineering (EWP) and construction (CWP) work packages and establish interim milestone dates for each major activity. Contractor shall review and amend these mechanisms weekly to ensure they accurately reflect material, personnel and equipment requirements and status. Schedule reports shall be provided to EMPLOYER Project Manager (or their designee) in hard copy and electronic (native file) formats. C. Schedule Designations and Specifications The time management function includes three (3) primary schedule designations relating to three (3) distinct phases of control schedule evolution/development, and three (3) secondary designations to denote significant transition points. These are identified as follows: SD-1 SD-2 SD-3 SD-3FC SD-3MC SD-3S. Initial Project Management Plan (Level 1) Design Specification Plan (Level 2) Definitive Plan (Level 3) Field Construction Plan Mechanical Completion Plan Start-Up Plan. With each successive designation (primary or secondary) Contractor shall amplify level of detail and functional scope of the project schedule's supporting logic network diagrams to reflect available project definition and developing execution strategy. Timing and specifications for these designations are presented in Exhibits 2-1, 2-2, and 2-3. Said criteria however, represent minimum requirements of Contractor's effort. Accordingly, CONTRACTOR shall expand them as EMPLOYER’s Project Manager deems necessary to achieve the most effective coordination, surveillance, and control program to specific project circumstances. (Schedule requirements for shutdown or revamp situations are addressed in Section III.I of this Instruction.). International Bidding Process N° PCI-002-2008-OFP/P ETROPERU.

(29) PETROPERU S.A. TALARA REFINERY MODERNIZATION PROJECT FEED-EPC CONTRACTOR IFP. VOLUME 2 PROJECT INSTRUCTIONS TO PART C SERVICES AND DELIVERABLES - FEED & EPC MASTER JOB SPECIFICATIONS PAGE 3 OF 12 DATE: JULY 10, 2009. 2. TIME MANAGEMENT D. Schedule Development CONTRACTOR shall produce progressively-developed project schedules at the appropriate stages of project evolution in accordance with the General Provisions; the criteria of Exhibits 2-1, 2-2, and 2-3; and the following requirements: 1. Should CONTRACTOR determine that the need exists to rework a schedule previously approved by EMPLOYER and issued by CONTRACTOR, Contractor shall not undertake said rework without EMPLOYER's prior approval. 2. CONTRACTOR shall submit all schedules to EMPLOYER’s Project Manager for review and approval and shall not release any schedule without EMPLOYER's prior approval. E. Control and Maintenance Contractor shall update the project schedule each month, or more often if required by EMPLOYER’s Project Manager. Schedule analysis and reconciliation shall be included in Monthly Progress Reports (See Project Instruction Nº 14) and shall highlight: 1. Summary of previous report and corrective/preventive measures taken, 2. Significant status changes during the present reporting period, 3. Measures proposed or initiated by Contractor for schedule adherence or time deficit recovery, 4. Summary projections of activities commencing and completing during the next reporting period, 5. Identification (by name) of those individuals charged with the responsibility for resolving present delays and potential problems, and timing for implementation of said actions. F. Progress Reporting In addition to monthly schedule status reports in Section III.E of this instruction, Contractor shall be required to provide EMPLOYER’s Project Manager with the following: 1. Individual progress and performance indices curves for engineering, procurement, and field construction for the entire project. The curves shall present projected and actual progress and be supported by similar curves for engineering discipline, each field construction direct craft, and each International Bidding Process N° PCI-002-2008-OFP/P ETROPERU.

(30) PETROPERU S.A. TALARA REFINERY MODERNIZATION PROJECT FEED-EPC CONTRACTOR IFP. VOLUME 2 PROJECT INSTRUCTIONS TO PART C SERVICES AND DELIVERABLES - FEED & EPC MASTER JOB SPECIFICATIONS PAGE 4 OF 12 DATE: JULY 10, 2009. 2. TIME MANAGEMENT subcontractor by unit or work area. (Development and maintenance of said curves shall be in strict accordance with work breakdown structure and earned value requirements of Project Instruction Nº 15 – Measurement of Percentage Completion). 2. Staffing profiles and Labor burden to support monthly progress projections including "recovery" situations. Representation of staffing requirements shall be consistent with curve development (i.e., by engineering, procurement, and field construction) as above. 3. Evidence that all available steps have been taken to maintain or better the Target Completion Date. This shall be repeated whenever any events that may jeopardize the schedule have taken place. CONTRACTOR shall take timely action to maintain predicted project schedule dates or to minimize delay including revision of work priorities, planned overtime, payment of premiums, and other means. G. Performance Monitoring/Data Access EMPLOYER’s Project Manager will require access to Contractor's field productivity data in order to be able to effectively monitor the execution of all phases of the project. These data include such information as budget hour and physical quantity estimates and adjustments, actual hours or work units expended and physical quantities installed, details of percent physical completion, estimated and actual unit productivity’s for each physical parameter used, productivity graphs and trend curves, and a complete explanation by CONTRACTOR of how CONTRACTOR compiles and uses the productivity data on a timely basis. CONTRACTOR will give EMPLOYER’s Project Manager access to all such data. H. Time Management Effort Appraisal CONTRACTOR shall conduct comprehensive appraisals of its time management effort via formal monthly and quarterly reviews of project status. The reviews shall be chaired by the Contractor's representative charged with the time management responsibilities for the project. In preparing for each review, this representative shall undertake a complete assessment of the schedule. This assessment will note problems (and their resolution), changes, accomplishments, strategy modification, etc. during the period since the last update. Following are typical relevant topics or areas to be addressed: 1. CONTRACTOR/ EMPLOYER/third party interfaces and relationships, 2. Input data relevance and validity, 3. Timeliness and quality of output data, International Bidding Process N° PCI-002-2008-OFP/P ETROPERU.

(31) PETROPERU S.A. TALARA REFINERY MODERNIZATION PROJECT FEED-EPC CONTRACTOR IFP. VOLUME 2 PROJECT INSTRUCTIONS TO PART C SERVICES AND DELIVERABLES - FEED & EPC MASTER JOB SPECIFICATIONS PAGE 5 OF 12 DATE: JULY 10, 2009. 2. TIME MANAGEMENT 4. Information gathering and dissemination, 5. Contingency planning and required development time for same, 6. Time deficit recovery planning and reaction time, 7. Trending and analysis, 8. Project status updating, 9. Schedule risk analysis program. I.. Shutdown Scheduling (if applicable) 1. CONTRACTOR shall appoint a Shutdown Coordinator whose responsibilities are to include all phases of shutdown program as discussed herein. He/she is to serve as direct point of contact with designated personnel regarding all considerations pertaining to shutdown planning and execution. No other work assigned to Shutdown Coordinator shall take priority over shutdown-related work. 2. CONTRACTOR shall prepare a detailed plan and schedule for each planned shutdown. Said plan and schedule shall be prepared in close cooperation with EMPLOYER's designated personnel, and shall be completed and submitted for EMPLOYER's review and approval three months in advance of the planned shutdown date. EMPLOYER will specify planned shutdown dates and shutdown durations for scheduling purposes. Scope of shutdown plan and schedule shall cover all shutdown work on the facility involved whether such work is anticipated to be performed by CONTRACTOR, by EMPLOYER, or by others. Schedule shall be in a format (arrow diagrams, bar charts, combo, etc.) agreed by EMPLOYER and shall show downtime work program by shifts and in hourly increments. Level of detail of work breakdown shall be consistent with the foregoing increments. Shutdown plan shall include the following: a. Itemization and timing of all pre-shutdown work required to achieve minimum downtime b. Itemization of timing of all work required to be accomplished during downtime c. Division of responsibilities d. Resource and other requirements for each item plus any additional "common" resources or other requirements. Resource and other requirements would include:. International Bidding Process N° PCI-002-2008-OFP/P ETROPERU.

(32) PETROPERU S.A. TALARA REFINERY MODERNIZATION PROJECT FEED-EPC CONTRACTOR IFP. VOLUME 2 PROJECT INSTRUCTIONS TO PART C SERVICES AND DELIVERABLES - FEED & EPC MASTER JOB SPECIFICATIONS PAGE 6 OF 12 DATE: JULY 10, 2009. 2. TIME MANAGEMENT •. Construction drawings. •. Construction tools and equipment. •. Construction supplies. •. Labor (by craft). •. Materials. •. Supervision. •. Temporary facilities. •. Communications. •. Etc.. e. Time line summary of all resource and other requirements f.. Identification of schedule risk areas together with an appropriate contingencies plan to minimize adverse impact on downtime.. 3. Shutdown reporting, beyond what is required elsewhere in this instruction shall begin as soon as EMPLOYER has agreed with Contractor's detailed shutdown plan and schedule. Contractor shall continuously maintain current master copy mark-up of shutdown plan and schedule. Reporting shall be primarily accomplished by weekly or daily shutdown planning meetings at Site, attended by designated EMPLOYER and CONTRACTOR personnel and others if required. a. Prior to shutdown, weekly planning meetings will be held. Contractor will present the master copy mark-up for review and will identify any item whose status is unsatisfactory. At the conclusion of the meeting, Contractor will immediately issue an "Exceptions List" specifying corrective action responsible person, and required timing. b. During shutdown, daily planning meeting will be held to review CONTRACTOR's master schedule mark-up, identify problem areas, and agree on following day's work program (including corrective action). At the conclusion of meeting, CONTRACTOR will immediately prepare and issue detailed work program for next day reflecting any agreed on correction action. c. CONTRACTOR will immediately advise EMPLOYER of any situation that might prevent shutdown objectives from being met.. International Bidding Process N° PCI-002-2008-OFP/P ETROPERU.

(33) Design Specification Plan. Definitive Plan. SD-2. SD-3. To be prepared by Contractor based on SD-2 development.. To be prepared by Contractor for each Basic Design Package (for which detailed engineering is less than 15% complete) consistent with SD-1 logic and durations. (See Exhibit 2-2 for timing.). For RC Projects, to be prepared by Contractor within time period specified in MJS.. RESPONBILITY/TIMING. PRESENTATION/FUNCTION. VOLUME 2 PROJECT INSTRUCTIONS TO PART C SERVICES AND DELIVERABLES - FEED & EPC MASTER JOB SPECIFICATIONS PAGE 7 OF 12 EXHIBIT 2-1 PAGE 1 OF 2 DATE: JULY 10, 2009. • Continues SD-2’s visibility/control philosophy and, in addition, emphasizes the detailed engineering and procurement areas.. • Consistent with SD-2 development, utilizes an approved logic network diagramming technique (60 day and two week look-aheads to be issued for planning/ coordination of work) for maintenance by EDP methods.. • Provides maximum visibility and control on al item-by-item basis for each Basic Design Specification.. • Developed utilizing an approved logic network diagramming technique for maintenance by EDP methods.. • Serves as initial overview to identify: Project execution implications include primary interdependencies and internal/external restraints. Activities of all project participants – Company, Contractor, Governmental Authorities, and others – and required timing of these activities.. • Presented in logic network format on time scale.. EXHIBIT 2-1 PROJECT SCHEDULE DESIGNATIONS. International Bidding Process N° PCI-002-2008-OFP/P ETROPERU. Initial Project Management Plan. DESCRIPTION. SD-1. DESIGNATION. PETROPERU S.A. TALARA REFINERY MODERNIZATION PROJECT FEED-EPC CONTRACTOR IFP.

(34) Mechanical Completion Plan. Start-up Plan. SD-3MC. SD-3S. prior to 75% completion point of field construction. During Precommissioning/ Commissioning, CONTRACTOR shall participate in start-up meetings.. EMPLOYER and CONTRACTOR. To be prepared jointly by. To be prepared by Contractor prior to 85% completion point of detailed engineering and/or approximately 50% completion point of field construction. To be prepared by Contractor prior to 30% completion point of detailed engineering and/or effective field construction initiation.. VOLUME 2 PROJECT INSTRUCTIONS TO PART C SERVICES AND DELIVERABLES - FEED & EPC MASTER JOB SPECIFICATIONS PAGE 8 OF 12 EXHIBIT 2-1 PAGE 2 OF 2 DATE: JULY 10, 2009. • Continues SD-2’s visibility/control philosophy and fully completes transition to start-up stage begun with SD. • Consistent with SD-2 development, utilizes an approved logic network diagramming technique for maintenance by EDP methods.. • Continue SD-2’s visibility/control philosophy. Also begins transition to startup emphasis by highlighting last 50% field activities and developing concentration upon process systems. • Consistent with SD-2 development, utilizes an approved logic network diagramming technique for maintenance by EDP methods.. • Continues SD-2’s visibility/control philosophy. In addition, emphasized field construction sequence stressing the first 50% activities.. • Consistent with SD-2 development, utilizes an approved logic network diagramming technique for maintenance by EDP methods.. EXHIBIT 2-1 PROJECT SCHEDULE DESIGNATIONS. International Bidding Process N° PCI-002-2008-OFP/P ETROPERU. Field Construction. SD-3FC. PETROPERU S.A. TALARA REFINERY MODERNIZATION PROJECT FEED-EPC CONTRACTOR IFP.

(35) 2400. 1200. 1200. 250. (Cumulative). Prior to 30% completion point of detailed engineering. Prior to 15% completion point of detailed engineering. Prior to 15% completion point of detailed engineering. RC: Within Agreementspecified time period. PROJECT TIMING. 30. 50. 50. 40. DETAILED ENGINEERING. 25. 25. 25. 35. PROCUREMENT. 40. 20. 20. 20. FIELD CONSTRUCTION. 5. 5. 5. 5. START-UP. VOLUME 2 PROJECT INSTRUCTIONS TO PART C SERVICES AND DELIVERABLES - FEED & EPC MASTER JOB SPECIFICATIONS PAGE 9 OF 12 EXHIBIT 2-2 PAGE 1 OF 2 DATE: JULY 10, 2009. FUNCTIONAL ACTIVITY DISTRIBUTION (AS A PERCENTAGE OF ACTIVITY TOTAL). EXHIBIT 2-2 SPECIFICATIONS FOR ACTIVITY LEVELS PROJECT SCHEDULE ACTIVITY TOTAL AND FUNCTIONAL DISTRIBUTION. TIME MANAGEMENT. International Bidding Process N° PCI-002-2008-OFP/P ETROPERU. (Field Construction Plan). SD-3FC. (Definitive Plan). SD-3. (Design Specification Plan). SD-2. (Initial Project Management Plan). SD-1. DESIGNATION (Description). ACTIVITY TOTAL. PETROPERU S.A. TALARA REFINERY MODERNIZATION PROJECT FEED-EPC CONTRACTOR IFP.

(36) 3100. 2800. Prior to 75% completion point of detailed engineering. Prior to 85% completion point of detailed engineering and/or approximately 50% completion of field Construction 18. 20. International Bidding Process N° PCI-002-2008-OFP/P ETROPERU. 3. Activity totals and functional distribution carry a + 10% range of acceptability.. 2. Activity totals exclude restraints between work items. (Restraint totals should half the activity total).. 18. 20. EXHIBIT 2-2 SPECIFICATIONS FOR ACTIVITY LEVELS PROJECT SCHEDULE ACTIVITY TOTAL AND FUNCTIONAL DISTRIBUTION. TIME MANAGEMENT. 1. Refer to Exhibit 2-3 for Project Schedule Activity Specifications.. NOTES:. (Start-Up Plan). SD-3S. (Mechanical Completion Plan). SD-3MC. PETROPERU S.A. TALARA REFINERY MODERNIZATION PROJECT FEED-EPC CONTRACTOR IFP. 50. 53. 14. 7. VOLUME 2 PROJECT INSTRUCTIONS TO PART C SERVICES AND DELIVERABLES - FEED & EPC MASTER JOB SPECIFICATIONS PAGE 10 OF 12 EXHIBIT 2-2 PAGE 2 OF 2 DATE: JULY 10, 2009.

(37) PETROPERU S.A. TALARA REFINERY MODERNIZATION PROJECT FEED-EPC CONTRACTOR IFP. VOLUME 2 PROJECT INSTRUCTIONS TO PART C SERVICES AND DELIVERABLES - FEED & EPC MASTER JOB SPECIFICATIONS PAGE 11 OF 12 EXHIBIT 2-3 PAGE 1 OF 2 DATE: JULY 10, 2009. TIME MANAGEMENT EXHIBIT 2-3 PROJECT SCHEDULE ACTIVITY SPECIFICATIONS All SD-1 schedules shall satisfy the following criteria in order to comply with the requirements of Exhibit 2-2, "Specifications for Activity Levels": 1. The activities (and timing thereof) for each major participant of the project shall be identified and the interfaces/dependencies clearly described. 2.. With respect to detailed engineering activities, approximately half of these shall highlight the interdisciplinary relationships and interfaces which exist.. 3. All activities in both detailed engineering and procurement must comply with the work breakdown structure and the required sequence of field construction and startup. 4. For equipment and material deliveries of a critical or long lead nature, the associated detailed engineering and procurement activities (including execution strategy) shall be clearly defined 5. All critical path sequences and float calculations must be completely identified. All SD-2, SD-3, SD-3FC, SD-3MC, SD-3S schedules shall satisfy the following criteria in order to comply with requirements of Exhibit 2-2, “Specifications for Activity Levels”: 1. Scope of activity coverage and distribution should be consistent with areas of risk exposure as identified. 2. All activities must possess the characteristics of being finite, definable and measurable (i.e., consistent with the work breakdown structure.) They must be appropriately resourced and leveled. 3. Coverage of critical and sub-critical (three months of critical path) activities shall be at least twice that provided for non-critical activities. 4. Where phased task completions are required, they must be properly identified. 5. The following specific requirements apply: • Detailed Engineering -. 85% of the activities shall be between 5 and 20 project time units in duration.. -. 80% (approximate) of the activities shall be distributed consistent with the breakdown by engineering man-hours by discipline and subdiscipline.. International Bidding Process N° PCI-002-2008-OFP/P ETROPERU.

(38) PETROPERU S.A. TALARA REFINERY MODERNIZATION PROJECT FEED-EPC CONTRACTOR IFP. VOLUME 2 PROJECT INSTRUCTIONS TO PART C SERVICES AND DELIVERABLES - FEED & EPC MASTER JOB SPECIFICATIONS PAGE 12 OF 12 EXHIBIT 2-3 PAGE 2 OF 2 DATE: JULY 10, 2009. TIME MANAGEMENT EXHIBIT 2-3 PROJECT SCHEDULE ACTIVITY SPECIFICATIONS •. •. •. Procurement -. Distribution of activities should be on the basis of 60% major equipment and 40% bulk materials.. -. 85% of the activities shall be between 5 and 20 project time units in duration.. Field Construction -. 85% of the activities shall be between 5 and 20 project time units in duration.. -. 85% of the activities shall be distributed consistently with the breakdown by field labor man-hours by construction craft and discipline.. Startup -. 80% of the activities for SD-3MC and SD-3S schedules should be between 1 and 5 project time units in duration.. International Bidding Process N° PCI-002-2008-OFP/P ETROPERU.

(39) PETROPERU S.A. TALARA REFINERY MODERNIZATION PROJECT FEED-EPC CONTRACTOR IFP. VOLUME 2 PROJECT INSTRUCTIONS TO PART C SERVICES AND DELIVERABLES - FEED & EPC MASTER JOB SPECIFICATIONS PAGE 1 OF 9 DATE: JULY 11, 2009. 3. COST MANAGEMENT I.. OBJECTIVE This instruction covers Contractor's requirements for effective management of costs relating to the Agreement. Contractor's cost management activities are a significant part of a comprehensive, totally integrated project control program which Contractor must develop and implement for execution of the Work. Refer to Time Management (Project Instruction Nº 2) and Quality Management (Project Instruction Nº 4) for other significant components of the control program. It should also be noted that EMPLOYER intends to convert the contractual arrangement from a Reimbursable Cost (RC) structure to a Lump Sum (LS) arrangements at some point (Conversion) following completion of the Scope Definition, but prior to the start of Construction activities. Once this Conversion from RC to LS has been effected, the requirements of this Instruction shall be superceded and the requirements of Project Instruction Nº 2 – Time Management, Instruction Nº 8 – Change Control, Instruction Nº 14 – Monthly Progress Reporting and Instruction Nº 15 – Measurement of Percentage Completion shall be the primary Project Controls requirements by which Contractor must abide.. II. GENERAL REQUIREMENTS CONTRACTOR shall submit, at the Contract signature, for EMPLOYER review and comment the proposed organizational and procedural details defining its cost management program for the project. These details will be included in the Project Execution Plan and will be subject to modification as EMPLOYER's Project Manager deems necessary to satisfy in a deeper way: •. Cost Control. •. Estimating. •. Non-Recoverable Costs. III. SPECIFIC REQUIREMENTS A. Cost Control In conjunction with requirements of Section III.C (Non-Recoverable Costs) of this instruction and Project Instruction Nº 8 (Change Control), CONTRACTOR shall conduct a cost control program throughout the life of the project to attain established financial goals per Section III.B (Estimating) of this instruction. Specific requirements of said program are presented in the following paragraphs.. International Bidding Process N° PCI-002-2008-OFP/P ETROPERU.

(40) PETROPERU S.A. TALARA REFINERY MODERNIZATION PROJECT FEED-EPC CONTRACTOR IFP. VOLUME 2 PROJECT INSTRUCTIONS TO PART C SERVICES AND DELIVERABLES - FEED & EPC MASTER JOB SPECIFICATIONS PAGE 2 OF 9 DATE: JULY 11, 2009. 3. COST MANAGEMENT 1. Procedures and Organization Contractor shall submit, at the Agreement Signature, as in II above, the following information relevant to the Cost Management procedures and organization: a. A work flow diagram describing structure and formal communication link between all cost management organizational elements (both project and corporate) from the Contractor's Project Manager to all subordinate work production units whose performance is involved in data collection, status evaluation, and forecasting process. Manual and electronic-generated forms and other documents which are to convey cost information (including performance data and corrective action) from one organizational unit to another and to and from external parties such as subcontractors and vendors shall be identified on appropriate flow paths of this diagram. b. Contractor shall include a copy of each identified document along with information describing its purpose, intended application, responsibility for preparation, and frequency of issue. Instructions for each form shall also be included. c. An organization chart identifying individuals responsible for each organizational unit of the cost management structure and a description of duties. d. Description of surveillance/control procedures and the application limits to be employed in effectively executing the following cost management functions: •. Estimating. •. Cost Analysis and Forecasting. •. Preventive and Corrective Action. •. Non-Recoverable Costs.. e. Description of the interaction and coordination between the cost management, project management, and time management functions. 2. Functions Subsequent to EMPLOYER’s review of CONTRACTOR's procedures and organization as above, Contractor shall execute the following cost management functions: International Bidding Process N° PCI-002-2008-OFP/P ETROPERU.

(41) PETROPERU S.A. TALARA REFINERY MODERNIZATION PROJECT FEED-EPC CONTRACTOR IFP. VOLUME 2 PROJECT INSTRUCTIONS TO PART C SERVICES AND DELIVERABLES - FEED & EPC MASTER JOB SPECIFICATIONS PAGE 3 OF 9 DATE: JULY 11, 2009. 3. COST MANAGEMENT a. Estimating (Section III.B) b. Non-Recoverable Costs (Section III.C) c. Change Control (Project Instruction 8) d. Cost Analysis and Forecasting Contractor shall make daily cost analyses and summarize the results in its Monthly Cost Report. Contractor shall employ sampling techniques for said analysis to identify and correct at an early stage of project evolution unfavorable trends in such areas as: -. Home office hours/expenses. -. Engineered equipment purchase order prices. -. Bulk material quantities. -. Field labor productivity. -. Design basis changes. CONTRACTOR shall undertake forecasts weekly, bi-weekly, and monthly as project conditions dictate and EMPLOYER's Project Manager deems necessary for effective project control. CONTRACTOR shall include in its Monthly Cost Report (or more frequently as EMPLOYER's Project Manager determines) results of said forecasts, which results shall represent its best projection of cost to complete for the entire project, irrespective of the amounts included in the Control Budgets (FEED Services and Projected TIC). e. Cost Reporting Contractor shall prepare a Monthly Cost Report, which shall contain as a minimum the following components: -. Tabulation of Control Budget line items, authorized changes, and a summation of the two to form adjusted Control Budget. -. Tabulation by Control Budget line item of actual, recorded expenditures as provided by Contractor's accounting group. -. A similar tabulation of committed funds (e.g., purchase orders, purchase authorizations, etc.). International Bidding Process N° PCI-002-2008-OFP/P ETROPERU.

(42) PETROPERU S.A. TALARA REFINERY MODERNIZATION PROJECT FEED-EPC CONTRACTOR IFP. VOLUME 2 PROJECT INSTRUCTIONS TO PART C SERVICES AND DELIVERABLES - FEED & EPC MASTER JOB SPECIFICATIONS PAGE 4 OF 9 DATE: JULY 11, 2009. 3. COST MANAGEMENT -. Similar tabulation of pending changes. -. Forecast of cost to complete for each line item. -. Summation of each item's expenditures, commitments, pending changes, and forecasts to develop predicted final Contract Price. -. Comparison of adjusted Control Budget and predicted final Contract Price for each line item, and an analysis of overruns/underruns with explanation for each.. To maintain consistency with Contractor responsibilities and forecasts, Control Budget scope shall be amended only by authorized changes. f.. Preventive/Corrective Action Subject to prior agreement with EMPLOYER'S Project Manager as to frequency, Contractor's Project Manager shall hold regular cost control meetings with the project cost engineer and responsible supervisors to address the following: -. Review and analysis of the latest Monthly Cost Report in conjunction with input from Contractor's home office and field cost control functions. -. Assessment of corrective efforts previously initiated to counter actual or potential overruns. -. Identification of additional overruns or undesirable trends. -. Initiation of new preventive and corrective measures. EMPLOYER's Project Manager and/or designated representatives shall participate in said meetings as EMPLOYER's Project Manager deems necessary. In addition to surveillance effected at regular cost control meetings, Contractor shall continuously and accurately monitor and report all trends, initiating corrective/ preventive action as needed and optimizing costs in already acceptable performance areas. B. Estimating 1. Estimate Designations In addition to the Control Estimate (discussed in detail in III.B.3 below), Contractor shall prepare cost estimates at EMPLOYER's direction at any point International Bidding Process N° PCI-002-2008-OFP/P ETROPERU.

(43) PETROPERU S.A. TALARA REFINERY MODERNIZATION PROJECT FEED-EPC CONTRACTOR IFP. VOLUME 2 PROJECT INSTRUCTIONS TO PART C SERVICES AND DELIVERABLES - FEED & EPC MASTER JOB SPECIFICATIONS PAGE 5 OF 9 DATE: JULY 11, 2009. 3. COST MANAGEMENT in the evolution of the project. CONTRACTOR shall submit all estimates to EMPLOYER's Project Manager for review and approval and shall not release any estimate without EMPLOYER's prior approval. When approved by EMPLOYER, each successive estimate shall become Contractor's current baseline project cost parameter. Should CONTRACTOR determine that the need exists to rework an estimate previously approved by EMPLOYER and issued by CONTRACTOR, CONTRACTOR shall not undertake said rework without EMPLOYER's prior approval. Contractor's estimate shall reflect at each successive evolution point: •. Available project definition and cost data. •. Development execution strategy. •. An accuracy range consistent with the quality of these items and estimating technique employed. Estimates shall also be consistent with the particular schedule designations and levels of detail specified in Project Instruction Nº 2 as well as EMPLOYER quality objectives. They shall include a detailed reconciliation with each previous estimate. Representative estimate designations with corresponding schedule designations, follow: Estimate Designation (ED). Estimate Title. accuracy. ranges,. Accuracy Range. Schedule Designation (SD). Undefined. *. ED-000. Conceptual. ED-00. Modular-Process. ±50%. *. ED-0. Modular-Operating Unit Factors (Curve). ±50%. *. ED-1. Major Equipment (Factored). ±15%. SD-1. Control. ±10%. SD-2/SD-3. Upgraded Control (Pre-Construction). ±5%. SD-3FC (Upgraded). ED-2 ** ED-3. and. *Schedule consistent with estimate data. **ED-2 is to be considered equivalent to AACEI Class 2 – Cost Estimate designation.. International Bidding Process N° PCI-002-2008-OFP/P ETROPERU.

(44) PETROPERU S.A. TALARA REFINERY MODERNIZATION PROJECT FEED-EPC CONTRACTOR IFP. VOLUME 2 PROJECT INSTRUCTIONS TO PART C SERVICES AND DELIVERABLES - FEED & EPC MASTER JOB SPECIFICATIONS PAGE 6 OF 9 DATE: JULY 11, 2009. 3. COST MANAGEMENT 2. Supplementary Estimates CONTRACTOR shall exercise cost control throughout the period of early estimate development, to prevent cost "blackouts" during those phases when EMPLOYER may be making significant changes in scope, such as often occur during FEED Phase. Accordingly and as directed by EMPLOYER's Project Manager, CONTRACTOR shall prepare supplementary or transitional estimates to cover the progression from one established baseline to another. Such estimates will include a detailed reconciliation with each previous estimate. 3. Control Estimate (ED-2) CONTRACTOR shall prepare a Control Estimate (ED-2) which, when mutually approved by EMPLOYER and CONTRACTOR at Conversion, shall become the Contract Price for the project. Said Contract Price shall reflect Contractor's scope of work and shall provide the only mechanism by which Contractor may execute contractual commitments, except those covered in Section III.C of this Instruction. CONTRACTOR shall progressively develop the ED-2 in discrete portions throughout the FEED Phase, reflecting the scope of Work in a particular Unit FEED Package. When approved byEMPLOYER, each ED-2 portion will become part of the TIC Control Budget. Subsequent to EMPLOYER's approval of the final portion, CONTRACTOR shall produce the composite TIC Control Budget which shall reflect adjustments for all EMPLOYER’s approved changes to each ED-2 portion after its original approval/release. Following are the requirements of the ED-2 with respect to development, bases, and documentation: a. Developmental Requirements CONTRACTOR shall not begin ED-2 developmental activities until EMPLOYER has released Contractor to proceed. The mechanism for this release shall be provided by a joint meeting between CONTRACTOR and EMPLOYER's Project Managers to review and confirm the various components of the estimate development as follows: •. Developmental Cost and Personnel CONTRACTOR shall prepare for EMPLOYER approval an estimate of costs and personnel associated with developing each ED-2 portion and the composite TIC Control Budget.. International Bidding Process N° PCI-002-2008-OFP/P ETROPERU.

(45) PETROPERU S.A. TALARA REFINERY MODERNIZATION PROJECT FEED-EPC CONTRACTOR IFP. VOLUME 2 PROJECT INSTRUCTIONS TO PART C SERVICES AND DELIVERABLES - FEED & EPC MASTER JOB SPECIFICATIONS PAGE 7 OF 9 DATE: JULY 11, 2009. 3. COST MANAGEMENT •. Developmental Timing Contractor shall prepare a schedule of release for each ED-2 portion and the composite TIC Control Budget which shall acknowledge: -. Release of the ED-2 portion no later than thirty (30) days after release of the particular Unit FEED Package. -. Release of the composite ED-2 TIC Control Budget no later than thirty (30) days after release of the last Unit FEED Package. -. Continuing EMPLOYER review during development as well as final review and approval prior to release of the respective ED-2 portion and the composite TIC Control Budget.. b. Estimate Technical Basis Contractor's technical basis for the ED-2 shall be limited to completed Unit FEED Packages, excluding any impact of anticipated scope changes or input from preliminary detailed engineering. c. Estimate Cost and Scope Basis Contractor shall address for EMPLOYER consideration, review and approval, representative cost and scope basis elements such as: •. Wage rates, productivity factors, and attendant source reliability for home office and field. •. Engineered equipment cost data sources. •. Bulk material quantities, unit costs, labor units, and source reliability for all. •. Escalation due to schedule considerations and source reliability for same. •. Implications of shutdown or revamp work. •. Impact of anticipated currency devaluation/revaluation. •. Definition of allowances, contingencies, and other factors. •. Qualifications or exclusions from estimate scope. International Bidding Process N° PCI-002-2008-OFP/P ETROPERU.

(46) PETROPERU S.A. TALARA REFINERY MODERNIZATION PROJECT FEED-EPC CONTRACTOR IFP. VOLUME 2 PROJECT INSTRUCTIONS TO PART C SERVICES AND DELIVERABLES - FEED & EPC MASTER JOB SPECIFICATIONS PAGE 8 OF 9 DATE: JULY 11, 2009. 3. COST MANAGEMENT d. Estimate Content and Documentation Contractor's completed ED-2 portion shall satisfy following requirements with respect to content and documentation: •. Estimate shall be completely compatible with Contractor’s cost control system for the project.. •. Estimate details shall be entirely consistent with CONTRACTOR's standard accounting codes (Project Instruction 10, Section II.A), Project Schedule (Project Instruction 2), and all Work Breakdown Structuring and Earned Value reporting requirements (Project Instruction 15).. CONTRACTOR shall provide for review by EMPLOYER's Project Manager all supporting estimate development documentation (Estimate Basis Memorandum – EBM prior to preparation of the Estimate. Following Estimate preparation, documentation of the techniques, factors, data sources, allowances, assumptions, etc. shall be provided as backup to the Estimate). The extent of said supporting documentation shall be established during the above noted estimate development meeting at which time a typical Contractor estimate and supporting documentation shall be reviewed. C. Non-Recoverable Costs CONTRACTOR shall monitor and control all cost expenditures and commitments in the period between Agreement Award and approval of the completed Control Estimate. By definition, such obligations contain cost elements which EMPLOYER could not recover should the project abort. CONTRACTOR shall thus minimize EMPLOYER's financial exposure as follows: 1. Commitment Projections CONTRACTOR, in conjunction with schedules in Project Instruction 2 – Time Management, shall develop projections of commitments with breakdowns of the non-recoverable portions thereof. 2. Restrictions CONTRACTOR shall upon EMPLOYER's release to proceed with Control Estimate (ED-2) development (Section III.B) perform only those services and accrue costs associated with:. International Bidding Process N° PCI-002-2008-OFP/P ETROPERU.

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