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CONTRACT SA-2113 SCADA REPLACEMENT - DESIGN/BUILD AGREEMENT BETWEEN OWNER AND DESIGN/BUILDER FOR PRELIMINARY SERVICES

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CONTRACT SA-2113 SCADA

REPLACEMENT - DESIGN/BUILD AGREEMENT

BETWEEN

OWNER AND DESIGN/BUILDER

FOR

PRELIMINARY SERVICES

This Agreement between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers,1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org INTERIM AGREEMENT

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TABLE OF CONTENTS

RECITALS 1

1 DEFINITIONS 2

1.1 Defined Terms 2

1.2 Words and Phrases 5

2 GENERAL 5

2.1 Scope 5

3 OWNER RESPONSIBILITIES 7

3.1 General 7

4 TIMES FOR RENDERING SERVICES 7

4.1 Commencement 7

4.2 Time for Completion 7

5 PAYMENTS TO DESIGN BUILDER 8

5.1 Payments 8

5.2 Other Provisions Concerning Payments 8

6 RELIANCE ON THE DESIGN/BUILDER 10

6.1 Reliance on Design/Builder’s Expertise and Resources 10

7 GENERAL CONSIDERATIONS 10

7.1 Standards of Performance 10

7.2 Authorized Project Representatives 12

7.3 Use of Documents 13

7.4 Electronic Media 14

7.5 Insurance 15

This Agreement between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers,1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org INTERIM AGREEMENT

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7.6 Termination 15

7.7 Controlling Law 18

7.8 Concerning Subcontractors, Suppliers and Others 18

7.9 Successors, Assigns, and Beneficiaries 19

7.10 Taxes 20

7.11 Patent Fees and Royalties 20

7.12 Indemnification 20

7.13 Dispute Resolution 21

7.14 Hazardous Environmental Condition 21

7.15 Notices 22

7.16 Survival 22

7.17 Severability 23

7.18 Waiver 23

7.19 Headings 23

8 EXHIBITS, TOTAL AGREEMENT AND SIGNATURE 23

8.1 Exhibits Included 23

8.2 Total Agreement 23

8.3 Signature 24

This Agreement between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers,1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org INTERIM AGREEMENT

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CONTRACT SA-2113 SCADA REPLACEMENT - DESIGN/BUILD AGREEMENT

BETWEEN

OWNER AND DESIGN/BUILDER FOR PRELIMINARY SERVICES

THIS IS AN AGREEMENT between Prince William County Service Authority (“Owner”) and CDM Constructors, Inc. (“Design/Builder”).

The purpose of this agreement is to contract for the Preliminary Design Phase 1A to replace the existing Supervisory Control and Data Acquisition (SCADA) system hardware and Final Design for Phases 1B, for the construction of the Pilot Site(s), and software with current model communications and control system components, which is part of the SCADA System Replacement Project (“Project”). This Agreement does not guarantee the Design/Builder or its subcontractors any future Work under an interim or comprehensive agreement.

RECITALS

R-1 Pursuant to the PPEA, on January 18, 2013, the Owner issued a solicitation for proposals (the “RFP”) for requesting conceptual stage proposals for replacement of its Distribution and Collection (D&C) SCADA System and associated field controls.

R-2 The Owner elected to use the competitive negotiation model under the PPEA and its adopted guidelines for the Project based on its findings that such a method would be most advantageous due to the probable scope, complexity and priority of the Project.

R-3 On March 1, 2013, the Owner received five proposals meeting the minimum requirements of the RFP. The Owner’s evaluation committee, after a thorough review of the proposals, requested the teams led by CDM Constructors Inc. and the other finalist to submit detailed proposals.

R-4 After the teams had conducted site visits at the proposed Pilot Sites, the Owner received detailed proposals from CDM Constructors Inc. and the other finalist on April 24, 2013.

R-5 On July 11, 2013, after holding a public hearing as required by the PPEA and the

This Agreement between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers,1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org INTERIM AGREEMENT

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Owner’s guidelines, the Owner’s Board of Directors adopted a resolution, authorizing the General Manager to negotiate an Interim Agreement with CDM Constructors Inc. covering Phases 1A and 1B and to post the agreement on the Owner’s website for thirty (30) days prior to its execution.

R-6 Owner and CDM Constructors Inc., as Design/Builder, wish to enter this Agreement to serve as an Interim Agreement under the PPEA; to allow Design/Builder to provide and be compensated for certain services necessary to Phases 1A and 1B of the Project.

Owner and Design/Builder hereby agree as follows:

1 DEFINITIONS

1.1 Defined Terms

Additional terms printed with initial capital letters have the meanings indicated which are applicable to both the singular and plural thereof:

A. Agreement or Interim Agreement – This “Agreement between Owner and Design/Builder for Preliminary Services” including those Exhibits listed in Section 8.

B. Contract Documents – The Contract Documents establish the rights and obligations of the Design/Builder and Owner and include this Agreement, all attached Exhibits, the Notice to Proceed, together with all written amendments, change orders, work change directives, field orders, written interpretations, specifications, drawings and clarifications issued on or after the Effective Date of Agreement.

C. Change Order – A written order to the Design/Builder executed by the Owner, issued after execution of the Agreement, authorizing and directing an addition, deletion or revision in the Work or an adjustment in the cost or schedule of the Phase or Project.

D. Design Professional Services – Design services required to be performed by a duly licensed architect, engineer or other design professional.

E. Design Works – All Documents produced relating to the plan, planning, purpose, intention, or Drawings to show or describe the look and function or workings of the complete and properly functioning SCADA system, before it is built, while it is being built and after it is built.

F. Documents – The Documents, including data, reports, Technical Exhibits, and other deliverables, whether in printed or electronic media format, provided or furnished in appropriate Phases by Design/Builder to Owner pursuant to this Agreement.

This Agreement between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers,1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org INTERIM AGREEMENT

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G. Down Time – The number of hours a facility is inoperable as designed during a calendar year.

H. Drawings – That part of the Contract Documents prepared or approved by the Design/Builder which graphically shows the scope, extent, and character of the Work to be performed by the Design/Builder.

I. Effective Date of the Agreement – The date indicated in this Agreement on which it becomes effective, but if no such date is indicated, the date on which the Agreement is signed and delivered by the last of the two parties to sign and deliver.

J. Entry/Exit Plan – A written plan to access Owner’s facilities.

K. Facility Hours – The total available hours of all facilities to operate in a calendar year. Calculated as number of facilities multiplied by hours a day multiplied by days in a year. For purposes of this calculation the number of facilities is assumed to be one hundred twenty (120). The actual calculation is 120*24*365=1,051,200 available hours.

L. Final Design – The preparation of all Design Work, required for a complete system that will function in accordance with Owner’s requirements, and which will enable the Owner, at its discretion, to proceed to an agreement or issue a solicitation to design or construct the next Phase of the Project.

M. Hazardous Environmental Condition – The presence of asbestos, PCB’s, petroleum, Hazardous Waste or radioactive materials in such quantities or circumstances that may reasonably present a substantial danger for persons or property exposed thereto.

N. Hazardous Materials – This term shall have the meaning provided in Section 1004 of the Solid Waste Disposal Act (42 U.S.C. §6903), as amended from time to time.

O. Notice to Proceed – The written notice from Owner to Design/Builder setting the date on which Design/Builder shall commence its performance of services under this Agreement.

P. Not to Exceed Total – The maximum amount the Owner will pay for the completion of Phase 1A and Phase 1B, in accordance with EXHIBIT D Table 3 and Table 4, respectively.

Q. Owner’s Authorized Project Representative – Individuals who have authority to transmit instructions, receive information and render decisions relative to the Project.

R. Owner’s Consultant – The Owner’s Consultant shall act as the Owner’s

This Agreement between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers,1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org INTERIM AGREEMENT

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representative during the design of the Project. The duties and responsibilities and limitation of authority of the Owner’s Consultant as the Owner’s representative shall be as set forth herein and in the Contract Documents and in the Owner’s Consultant’s agreement with the Owner and shall not be extended without the written consent of the Owner and may include but are not limited to those as described herein. Through more extensive observations of the work in progress, Owner’s Consultant shall endeavor to provide protection for Owner against defects and deficiencies in the work of the Design/Builder; but the furnishing of such services shall not make Owner’s Consultant responsible for Design/Builder’s failure to perform the services in accordance with the Contract Documents.

S. Phase – A specified portion or part of the Project. All unqualified references to “Phase” used in this Agreement refer to Phase 1.

T. Preliminary Design – The mapping out of the architecture, piping and instrumentation diagrams and drawings, the electronics and communications, and how they will meet the performance and engineering requirements of the SCADA system development specifications based on the Owner’s standards.

U. Project Risk Register – A detailed record to be provided to the Owner for review and approval on a monthly basis that identifies all the risks at the beginning and during the life of the project, their grading in terms of likelihood of occurring and seriousness of impact on the project, initial plans for mitigating each risk, the responsibilities of the prescribed mitigation strategies and subsequent results.

V. Pilot Site(s) – The initial SCADA system installation and implementations locations intended to evaluate and refine the design, performance, and integration with the current system, workings and activities of the Owner’s water distribution and wastewater collections systems. The Pilot Site(s) are intended to provide the SCADA system developers with a way to evaluate the initial release of the SCADA system in a controlled environment and, if necessary, make any changes before releasing the system to all sites. The Owner has identified the following locations as the intended Pilot Site(s):

a) Nottoway Elevated Storage Tank (T28)

b) Airport Elevated Storage Tank (T03)

c) Cow Branch Booster Pump Station (F07)

d) Lake Ridge Booster Pump Station (F02 & MS27)

e) Rollingbrook Booster Pump Station (F08)

f) Lift Stations L1 and L15

This Agreement between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers,1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org INTERIM AGREEMENT

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g) Potomac Mills Elevated Storage Tank

W. Reimbursable Expenses – The at cost expenses incurred directly by Design/Builder or its subcontractors which are defined as reimbursable in EXHIBIT D.

X. Specifications – That part of the Contract Documents consisting of written technical descriptions of materials, equipment, systems, standards, and workmanship as applied to the Work and certain administrative details applicable thereto.

Y. Technical Exhibits – Documents prepared by Design/Builder which set forth Design/Builder’s plan for meeting the Owner's requirements.

Z. Travel Expenses – Reimbursement for 50 miles or more travel expenses shall be at actual costs but shall not exceed per diem rates as established by GSA guidelines.

AA. Work – The entire services or the various separately identifiable parts thereof required to be provided by the Design/Builder in order to provide a complete functioning system.

BB. Work Change Directives – a modification of the contract that may include changes to the drawings, specs, schedule, cost, etc., as authorized by the owner.

CC. Workshop – A meeting, conducted by the design/builder at the owner’s facility, to discuss and determine key criteria for design and operation of the system.

1.2 Words and Phrases A. Where the words “required”, “approved”, “approval”, “satisfactory”,

“determined”, “acceptable”, or words of like import are used in this Agreement, action by the Owner is indicated unless the context clearly states otherwise, and all Work shall be in accordance therewith. Such action, or failure to act, shall not relieve the Design/Builder of its contractual responsibilities for performance of this Agreement. Furthermore, the parties agree that all Work must function together for its intended purpose and that action by Owner to approve any Work does not relieve the Design/Builder of the responsibility to provide a complete and working system. The Design/Builder accepts the responsibility to modify previously approved work if it is necessary to provide a complete and properly functioning D&C SCADA system.

2 GENERAL 2.1 Scope

A. Design/Builder shall provide the services set forth in EXHIBIT A, which generally consist of Preliminary Design of the D&C SCADA system and the

This Agreement between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers,1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org INTERIM AGREEMENT

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preparation of Final Design Documents and detailed cost estimate for construction of the Pilot Site(s).

B. The Design/Builder shall not remove the Key Personnel, as defined herein, from performance or positions in this Agreement without advance written direction or approval of the Owner. Failure to comply with this provision may result in termination under Section 7.6 A.

a) Key Personnel are defined as follows: Joshua Gelman, Project Manager Samant Garg, Design Lead

The Design/Builder shall make Key Personnel available to the Project with sufficient time to meet the scope and schedule of the Agreement.

C. The Design/Builder shall contract with the Key Subcontractors, as defined herein, unless their removal or replacement is directed or authorized in writing by the Owner. Failure to comply with this provision may result in termination under Section 7.6 A.

a) Key Subcontractors are defined as follows: Sherwood Logan and Associates, Inc. – instrumentation and controls

Singleton Electric Company, Inc.– electrical installation

D. Project Sequence and Agreements:

a) This Interim Agreement shall be used for the execution of the Pilot Site(s) Preliminary Design (Phase 1A), and Pilot Site(s) Final Design (Phase 1B).

b) All described subsequent Work on the Project is preliminary and subject to change by the Owner at any time. This Agreement does not guarantee the Design/Builder or its subcontractors any future Work under an interim or comprehensive agreement.

c) Upon the successful conclusion of Phase 1B, the Owner will evaluate its options and may negotiate another agreement for the construction of Pilot Site(s) (Phase 2).

d) Upon the successful conclusion of Phase 2, the Owner will evaluate its options and may execute an additional interim agreement similar to this Agreement for the 30% design of the remaining sites (Phase 3).

e) Upon the successful conclusion of Phase 3, the Owner will evaluate its options and may execute a comprehensive agreement for Phase 4, the Design-Build project for Final Design and construction of the remaining sites. The comprehensive agreement will be based on the findings and

This Agreement between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers,1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org INTERIM AGREEMENT

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deliverables of the interim agreement(s) for Phase 1, 2, and 3.

3 OWNER RESPONSIBILITIES

3.1 General A. Owner shall have the responsibilities set forth herein and in EXHIBIT C.

4 TIMES FOR RENDERING SERVICES

4.1 Commencement A. Design/Builder is authorized to begin rendering services as set forth in the Notice

to Proceed.

B. Within five (5) days of contract ratification, and prior to the issuance of the Notice to Proceed, the Design/Builder shall submit to the Owner the following for the Owner’s review and approval:

a) Project management plan outlining the Design/Builder’s management procedures and policies as well as Design/Builder’s Entry/Exit Plan.

b) Staffing plan and the anticipated payroll reports.

c) Insurance documentation and endorsements as required herein, all of which must be acceptable to the Owner.

d) All subcontracting agreements, for approved Subcontractors to be used for Work under the Agreement.

e) Sample invoice and a table of job descriptions/qualifications by grade level according to the requirements of EXHIBIT D.

C. The Design/Builder’s failure to satisfy the requirements of Section 4.1 B above shall be a basis for termination of this Agreement under Section 7.6 A at Owner’s sole discretion.

4.2 Time for Completion A. Specific periods of time for rendering services are set forth or specific dates by

which services are to be completed are provided in EXHIBIT A, Attachment 1.

B. If Owner authorizes changes in the scope, extent, or character of the Project, the time of performance of Design/Builder’s services shall be adjusted equitably without impact to rates or other terms within the Agreement.

C. Design/Builder and Owner recognize that time is of the essence with this Agreement. If Design/Builder fails, through its own fault, to complete the performance required in this Agreement within the time set forth, as may be adjusted in accordance with this Agreement, then Owner shall be entitled to the

This Agreement between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers,1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org INTERIM AGREEMENT

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recovery of damages for any loss resulting from such failure.

5 PAYMENTS TO DESIGN BUILDER

5.1 Payments A. Owner shall pay Design/Builder for services performed as outlined in EXHIBIT

A on the basis set forth in EXHIBIT D, Section 1.3.

5.2 Other Provisions Concerning Payments A. Preparation of Invoices

a) Design/Builder shall prepare its invoices in accordance with the terms of EXHIBIT D.

b) Design/Builder may submit no more than one invoice to Owner per month.

B. Payment of Invoices

a) Invoices are due and payable within 45 days of receipt.

b) Payments will be credited first to any interest due to Design/Builder and then to principal.

C. Late Payment: If Owner fails to make any payment for undisputed amounts due Design/Builder for services and expenses within 45 days after receipt of Design/Builder’s invoice, then:

a) If unpaid, the amounts due Design/Builder will be increased at the rate of 0.5 percent per month (or the maximum rate of interest permitted by law, if less) from said 45 days; and

b) The interest owed to Design/Builder will only be applied to Invoices that remain unpaid after 45 days and not on the total contract value.

c) Design/Builder may, after giving seven (7) days written notice to Owner, suspend services under this Agreement until Owner has paid Design/Builder in full all amounts undisputed and overdue for services, expenses, and other related charges.

D. Disputed Invoices

a) If Owner contests an invoice, the Owner shall advise Design/Builder of the specific basis for doing so, within 15 days after receipt of such invoice and may withhold from payment only that portion so contested, and must pay the undisputed portion.

b) No interest shall be incurred or owed on any disputed amounts withheld.

This Agreement between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers,1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org INTERIM AGREEMENT

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Upon final resolution of a disputed bill, any unpaid portion of the bill that the parties have determined to be a proper charge shall be paid with interest at 0.5 percent per month from the original due date. A party shall have no obligation to pay any unpaid portion of the bill or interest thereon, which the parties have determined to be an improper charge.

c) Notice from the Owner to Design/Builder shall indicate the reason for and amount of the dispute. Payments for disputed portions of invoices, if owed, shall be made within thirty (30) days of the resolution of the dispute.

d) Design/Builder shall not delay or suspend service for disputed portions of invoice.

e) Payments upon termination shall be made in accordance with the provisions of Section 7.6.

E. Records of Design/Builder’s Costs

a) The Design/Builder shall keep full and detailed accounts and exercise such controls as may be necessary for proper financial management, using accounting and control systems in accordance with generally accepted accounting principles and as may be provided in the Contract Documents.

b) The Design/Builder shall maintain and require subcontractors to maintain complete and correct records, books, documents, papers and accounts pertaining to Work performed in connection with the Agreement including, without limitation, reasonable substantiation of all incurred invoice costs.

c) During the performance of the Work and for a period of three (3) years after Final Payment, to the extent necessary to verify Design/Builder's charges, and upon Owner’s request, Design/Builder shall make such records, documents, papers and accounts available at all reasonable times for examination and audit by the Owner or any authorized Owner representative with reasonable notice. The Design/Builder shall make copies, at no additional charge to Owner, of Design/Builder’s records, books, correspondence, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to the Work.

i. Audit access to the Design/Builder’s records in lump sum or unit price areas when applicable shall be sufficient to satisfy the Owner that all quantities meet the Specifications and terms under this Agreement including verification of the Design/Builder’s payments to its suppliers and subcontractors.

This Agreement between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers,1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org INTERIM AGREEMENT

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ii. Records pertaining to Hourly Rates and Design/Builder’s personnel information shall be made available to the Owner to allow audit of the Work, provided that the Owner shall take all steps necessary to ensure such information is maintained as confidential information. The Design/Builder shall have available for review a reconciliation of payroll registers with timecards and field reports to verify payroll labor hours.

iii. The Design/Builder must be able to clearly show proper authorization for the financial expenditure, receipt of goods and/or labor for the expenditure, and payment for the expenditure.

iv. Incomplete or incorrect entries in such records, books, documents, papers or accounts that cannot be completed or corrected, shall be grounds for disallowance by or reimbursement to the Owner of any fees or expenses based upon such entries.

d) The Design/Builder shall remit promptly to the Owner the amount of any adjustment resulting from an error identified by either the Design Builder or the Owner/Owner Representative. The provisions of this Section shall survive termination, cancellation and expiration of this Agreement.

e) Refusal of the Design/Builder to comply with the provisions in this section shall be grounds for immediate termination for cause by the Owner of this Agreement.

i. Termination under this provision is to be according to conditions applicable, including, but not limited to Section 7.6 A entitled “Termination for Cause”, Section 7.6 B entitled “Termination for Convenience”, and EXHIBIT D entitled “Payments to Design/Builder for Services and Reimbursable Expenses”, plus all other provisions, including quantities billed.

6 RELIANCE ON THE DESIGN/BUILDER 6.1 Reliance on Design/Builder’s Expertise and Resources

A. The Design/Builder hereby represents to the Owner, with full knowledge that the Owner is relying upon these representations when entering into this Agreement with the Design/Builder, that the Design/Builder has the professional expertise, experience and manpower to perform the services to be provided by the Design/Builder in a manner consistent with the highest standard of skill, care and attention in the industry.

7 GENERAL CONSIDERATIONS 7.1 Standards of Performance

This Agreement between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers,1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org INTERIM AGREEMENT

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A. The standard of care for all Design Professional Services will be the highest standard of skill, care and attention used by members of the subject profession practicing under similar circumstances at the same time and in the same locality.

B. Design/Builder shall be responsible for the technical accuracy of the services it performs and Documents it prepares, and Owner shall not be responsible for discovering deficiencies in the technical accuracy of Design/Builder’s Design Professional Services. Design/Builder shall correct deficiencies in technical accuracy of Design Professional Services without additional compensation, and compensate Owner for any losses or damages resulting from such deficiencies, except to the extent such action is directly attributable to deficiencies in Owner-furnished information.

C. Design/Builder shall not subcontract out any portion of the programming work involved in the project. Changes to team membership or subcontractors shall require prior written consent of Owner.

D. Design/Builder shall not subcontract out any portion of the design work involved in the project, other than control panel wiring schematics. Changes to design team membership or subcontractors shall require prior written consent of Owner.

E. Design/Builder may, with the prior written consent of the Owner, employ such other subcontractors as Design/Builder deems necessary. All Subcontractors/subcontracts must be submitted to Owner for approval.

F. The Design/Builder shall give all notices required by and comply with the requirements of applicable federal, state and local laws, regulations and Owner requirements. Design/Builder shall also comply with Owner-mandated industry standards. Except where otherwise expressly required by applicable such laws and regulations, Owner shall not be responsible for monitoring Design/Builder’s compliance with any laws or regulations, and Design/Builder shall have the duty to monitor the applicable legal and regulatory regimes and keep Owner promptly informed as to any changes therein which may affect any aspect of the Work. If Design/Builder performs any services required by this Agreement knowing or having reason to know that it is contrary to laws or regulations, Design/Builder shall bear all costs arising therefrom.

G. Owner shall provide Design/Builder with reports, data and other information that Owner has related to the Project, but Owner makes no representation or warranty as to the accuracy of such reports, data or other information. Design/Builder may use such requirements, reports, data, and information in performing services under this Agreement and shall verify the accuracy of any information related to its services under this Agreement.

H. The Design/Builder shall safeguard the proprietary nature of Owner-provided

This Agreement between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers,1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org INTERIM AGREEMENT

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data, Design Works, Documents and Work product.

I. While at the Pilot Site(s), Design/Builder’s employees and representatives shall be escorted by the Owner and shall comply with the OSHA, all other regulatory requirements and Owner requirements. This requirement shall be included in the Design/Builder’s Entry/Exit Plan to be submitted with the Design/Builder’s Project Management Plan.

J. Design/Builder acknowledges that portions of the Work will take place in the vicinity of working operations of the Owner, which must remain ongoing during the term of this Agreement. To that end, Design/Builder agrees to avoid encumbering the Owner’s premises with an unreasonable amount of materials or equipment. The Design/Builder shall assume full responsibility for any damage to the Owner’s property, or to the Owner, resulting from its performance of the Work.

K. The Design/Builder shall obtain reviews, approvals, and permits from all governmental authorities having jurisdiction over the Project or from such others as may be necessary for completion of each Phase of the services in this Agreement. Design/Builder shall pay all governmental charges, reviews, approvals, permits and inspection fees necessary for the performance of the Work, which are applicable on the Effective Date of this Agreement. Owner shall reimburse Design/Builder for all permits, and inspections of governmental authorities having jurisdiction over the Work; reimbursement for such costs shall be in accordance with EXHIBIT D.

L. Design/Builder shall pay all charges of utility owners for connections to the Work, and Owner shall pay all charges of such utility owners for capital costs related thereto.

M. The Design/Builder shall perform the Work during the Owner’s normal hours of operation, Monday through Friday 7:30 AM to 6:00 PM Eastern Time. The Design/Builder shall coordinate visits to the Pilot Site(s) with the Owner between 7:30 AM and 4:30 PM Eastern Time. Design/Builder shall provide competent suitably qualified personnel to perform the Work as required by this Agreement. Design/Builder shall at all times maintain good discipline and order at the Owner’s premises, including the Pilot Site(s).

7.2 Authorized Project Representatives A. Contemporaneous with the execution of this Agreement, Design/Builder and

Owner shall designate specific individuals to act as their respective representatives with respect to this Agreement. Such individuals shall have authority to transmit instructions, receive information, and render decisions relative to the Project. No other person, other than the General Manager or his

This Agreement between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers,1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org INTERIM AGREEMENT

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designee, shall have such authority and any instructions or decisions made by other persons shall not be binding on the Owner or Design/Builder. Each party may change its Authorized Project Representative by issuing a signed notice of the change to the other party and final approval by Owner.

a) Owner Authorized Project Representatives:

Name: Brian Hagerich

Name: Joshua Gelman

b) Design Builder Authorized Project Representatives:

Name: Andrew Higginbotham

Name: Jim Pflugshaupt

7.3 Use of Documents A. Design/Builder hereby assigns to Owner all right, title and interest in and to the

design of the Project and the Drawings, Specifications and other documents, including those in electronic form, for the Project (collectively, the “Design Works”) prepared or created under this Agreement, including all rights in and to the copyright throughout the world and any renewals or extensions thereof, as well as any and all derivations, modifications, changes, translations, revisions, elaborations, adaptations or transformations of the Design Works.

B. All of the Design Works created after the Effective Date will be considered a “work made for hire” under the Copyright Laws of the United States. All right, title, and interest in and to such Design Works, including copyright thereto, will vest in Owner who will be deemed to be the author of the Design Works.

C. In the event that any of such Design Works is not considered a “work made for hire” under the Copyright Laws of the United States, Design/Builder hereby assigns and agrees to assign in the future to Owner all right, title, and interest in and to those Design Works and all rights in and to the copyright throughout the world, including all renewals and extensions thereof and any and all derivations, modifications, changes, translations, revisions, elaborations, adaptations or transformations of those Design Works.

D. In no event shall Owner be deemed the owner, nor shall the assignment of rights include, any rights with respect to the Design/Builder’s or its personnel or subcontractors preexisting proprietary information, including, but not limited to, computer programs, software, models, standard details or standard Specifications or any seal, stamp or certification of a licensed professional. Design/Builder expressly waives its rights of attribution and integrity as provided for by 17 U.S.C. §106A in connection with the Design Works for all uses of the Design

This Agreement between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers,1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org INTERIM AGREEMENT

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Works, including but not limited to such uses as the intentional distortion, mutilation, modification or destruction of the Design Works.

E. The following materials developed in conjunction with the creation, preparation or use of the Design Works shall be provided to the Owner as developed, at no additional charge and shall be owned by the Owner exclusively:

a) The most recent set of design Drawings and Specifications in the electronic format specified by Owner;

b) Calculations developed to support the most current state of the design Drawings and Specifications;

c) A comprehensive delineation of the remaining Work necessary to complete the plans and Specifications including a list of permits and/or agency approvals necessary;

d) The most recent survey of the Pilot Site(s);

e) Geotechnical report or geotechnical memorandum (whichever is utilized); and

f) All test results, surveys, studies, reports, etc. developed to support the Design Works’ current state.

F. Any reuse by Owner of the Design Works will be at Owner’s sole risk and without liability to Design/Builder and Design/Builder’s consultants unless the subsequent use is made pursuant to the written consent of Design/Builder to that specific re-use; otherwise, Design/Builder and its consultants do not represent that the Design Works are suitable to reuse by Owner or others on any other project.

G. Owner may make and retain copies of Documents for information, reference, and use on this Project by Owner or others under contract to Owner. Such Documents are not intended or represented to be suitable for reuse by Owner or others on extensions of the Project or on any other project. Any such reuse or modification without written verification or adaptation by Design/Builder as appropriate for the specific purpose intended, or use of Documents prepared by Design/Builder to complete the Project using Owner’s own forces or others, will be at Owner’s sole risk and without liability or legal exposure to Design/Builder, or to Design/Builder’s officers, directors, partners, employees, or subcontractors. Design/Builder will be entitled to further compensation at rates to be agreed upon by Owner and Design/Builder for any verification or adaptation of the Documents by Design/Builder for extensions of the Project or any other project.

7.4 Electronic Media A. Copies of data furnished by Owner to Design/Builder or by Design/Builder to

This Agreement between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers,1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org INTERIM AGREEMENT

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Owner that may be relied upon shall be furnished as per the attached EXHIBIT H.

B. If there is a discrepancy between the electronic files and the hard copies, the hard copies govern.

C. All electronic and hard copies will be time stamped. Design/Builder is responsible for providing the latest copy of electronic files used to make printed copies to Owner at time of delivery.

D. Because data stored on electronic media can deteriorate or be modified inadvertently or otherwise without authorization of the data’s creator, the party receiving data in an electronic format agrees that it will verify the usability of the data within 90 days, if possible, after which the receiving party shall be deemed to have accepted the data thus transferred. Any errors in the data detected within the 90-day after receipt will be corrected by the transferring party.

E. Design/Builder reserves the right to remove all indicia of ownership or involvement, including title blocks and seals, from each electronic drawing.

F. When transferring Documents in electronic media format, the transferring party makes no representations as to long term compatibility, usability, or readability of data resulting from the use of software application packages, operating systems, or computer hardware differing from those used by data’s creator other than outlined in EXHIBIT H.

7.5 Insurance A. Design/Builder shall procure and maintain insurance as set forth in EXHIBIT F,

“Insurance”.

B. Design/Builder shall deliver to the Owner copies of policies and additionally insured endorsements evidencing the coverage indicated in EXHIBIT F. Such documents shall be furnished prior to commencement of Design/Builder’s Work as required in EXHIBIT F.

C. All policies of property insurance shall contain provisions to the effect that Design/Builder’s and Design/Builder’s subcontractors’ interests are covered and that in the event of payment of any loss or damage the insurers will have no rights of recovery against any of the insureds, loss payees, or additional insureds thereunder.

7.6 Termination A. The obligation to provide further services under this Agreement may be

terminated for cause:

a) by either party upon seven (7) days written notice in the event of failure by the other party to perform in accordance with the terms of this Agreement

This Agreement between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers,1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org INTERIM AGREEMENT

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through no fault of the terminating party;

b) by the Owner, upon seven (7) days written notice if the Design/Builder refuses or fails to supply enough properly skilled workers or materials, including the removal of Key Personnel without the Owner’s approval;

c) by the Owner, upon seven (7) days written notice if the Design/Builder fails to perform technical or project management services in a satisfactory manner;

d) by the Owner, upon seven (7) days written notice if the Design/Builder Contractor’s failure to make prompt payment to subcontractors or Suppliers pursuant to the respective agreements between the Design/Builder and subcontractor, including but not limited to any applicable provisions of the Virginia Public Procurement Act, Va. Code Ann. Section 2.2-4300 et seq.;

e) by the Owner, upon seven (7) days written notice if the Design/Builder disregards Laws or Regulations of any governmental authority with jurisdiction over any part of the Project;

f) by the Owner, upon seven (7) days written notice if the Design/Builder is dissolved, becomes insolvent, generally fails to pay or admits in writing its inability generally to pay its debts as they become due;

g) by the Owner, upon seven (7) days written notice if the Design/Builder files a petition in bankruptcy or institutes any action under federal or state law for the relief of debtors or seeks or consents to the appointment of an administrator, receiver, custodian or similar official for the wind up of its business (or has such a petition or action filed against it and such petition action or appointment is not dismissed or stayed within 45 days);

h) by the Owner, upon seven (7) days written notice if the Design/Builder fails to provide the insurance documentation required in EXHIBIT F;

i) by Design/Builder upon seven (7) days written notice if the Design/Builder’s performance of services has been delayed or suspended for more than 90 days for reasons beyond Design/Builder’s control.

B. The Owner may, at any time, terminate this Agreement for the Owner’s convenience and without cause. Upon receipt of written notice from the owner of such termination for the Owner’s convenience, the Design/Builder shall:

a) cease operations as direct by the Owner in the notice;

b) take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and

This Agreement between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers,1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org INTERIM AGREEMENT

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c) except for Work directed by the Owner to be performed prior to the effective date of the termination and any subcontracts that Owner notifies Design/Builder it wishes to take assignment of, terminate other subcontracts and enter no further subcontracts.

In the event of such termination by the Owner for convenience, Owner shall pay Design/Builder for all acceptable Work executed prior to the effective date of termination and all reasonable, verifiable costs incurred due to such termination, but in no event will Design/Builder be entitled to receive any overhead, profit or fee on any Work not performed.

C. Notwithstanding the foregoing, this Agreement will not terminate as a result of a substantial failure to perform as set forth in Section 7.6 A (a through f), if the party receiving notice begins, within seven (7) days of receipt, to correct its failure and proceeds diligently to cure such failure within no more than 30 days of receipt thereof; provided, however, that if and to the extent such substantial failure cannot reasonably be cured within such 30 day period, and if such party has diligently attempted to cure the same and thereafter continues diligently to cure the same, then the cure period provided for herein may extend up to, but in no case more than, 60 days after the date of receipt of the notice.

D. If the Owner is the terminating party under Section 7.6 A, it may, at its own discretion, set the effective date of termination at a time up to 30 days later than otherwise provided to allow Design/Builder to complete tasks whose value would otherwise be lost, to prepare notes as to the status of completed and uncompleted tasks, and to assemble Project documents, including but not limited to the Design Works, in orderly files.

E. In the event the Owner terminates the Design/Builder for cause, Owner shall have the right, but not the obligation, to require that Design/Builder assign its subcontract(s) with it Design Professional or subcontractors to Owner, so that the Design Professional shall then perform design services directly for Owner, and Design/Builder hereby agrees to make such assignment(s) if so required by Owner.

F. In the event of any assignment of the subcontract(s) of the Design/Builder or any other subcontractor, Owner shall assume and agrees to assume all the obligations and liabilities of the Design/Builder under the assigned subcontract(s). In such case, Design/Builder will not be entitled to receive any payment until these services are complete.

G. In the event the Owner terminates the Agreement for cause under Section 7.6 A, if the unpaid not to exceed amount in EXHIBIT D as amended, less all costs, losses, and damages sustained by Owner in completing the Design/Builder’s services

This Agreement between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers,1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org INTERIM AGREEMENT

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(including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals, and all court, arbitration, or other dispute resolution costs), exceeds the amount claimed by the Design/Builder for acceptable Work completed, such amount will be paid to Design/Builder. In the event that the unpaid not to exceed amount, less all costs, losses and damages sustained by the Owner, is greater than zero but less the amount claimed, such excess amount will be paid to the Design/Builder. If such costs, losses, and damages exceed such unpaid not to exceed amount, Design/Builder shall pay the difference to Owner.

H. In the event of termination by the Owner for cause, in whole or in part, subsequently is determined to have been without sufficient cause or justification, such termination shall be deemed to have been a termination of convenience and provisions of Section 7.6 B, related to termination for convenience shall apply.

7.7 Controlling Law A. This Agreement is to be governed by the law of the Commonwealth of Virginia.

7.8 Concerning Subcontractors, Suppliers and Others A. Design/Builder shall be fully responsible to Owner for all acts and omissions of

the Subcontractors, suppliers and other individuals or entities performing or furnishing any of the Work just as Design/Builder is responsible for Design/Builder’s own acts and omissions. Except as provided in Section 7.6 E and F, nothing in the Contract Documents shall create for the benefit of any such Subcontractor, supplier, or other individual or entity any contractual relationship between Owner and any such Subcontractor, supplier, or other individual or entity, nor shall it create any obligation on the part of Owner to pay or to see to the payment of any moneys due any such Subcontractor, supplier, or other individual or entity except as may otherwise be required by laws or regulations.

B. Design/Builder shall be solely responsible for scheduling and coordinating Subcontractors. Suppliers and other individuals and entities performing or furnishing any of the Work under a direct or indirect contract with Design/Builder.

C. All Work performed for Design/Builder by a Subcontractor will be pursuant to an appropriate contract between Design/Builder and the Subcontractor, which specifically binds the Subcontractor to the applicable terms and conditions of this Agreement for the benefit of Owner. Whenever any such agreement is with a Subcontractor who is listed as an additional insured on the property insurance provided pursuant to this Agreement, the agreement between the Design/Builder and the Subcontractor will contain provisions whereby the Subcontractor waives all rights against Owner, Design/Builder, Owner’s Consultant, and all other

This Agreement between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers,1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org INTERIM AGREEMENT

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additional insureds (and their officers, Directors, Partners, Employees, Agents, and other consultants and subcontractors of each and any of them) for all losses and damages caused by any of the perils or causes of loss covered by such policies and any other property insurance applicable to the Work. If the insurers on any such policies require separate waiver forms to be signed by any Subcontractor, Design/Builder will obtain the same.

D. Subcontractors shall perform the Work during the Owner’s normal hours of operation, Monday through Friday 7:30 AM to 6:00 PM Eastern Time. Subcontractors shall coordinate visits to the Pilot Site(s) with the Design/Builder between 7:30 AM and 4:30 PM Eastern Time. Subcontractors shall provide competent suitably qualified personnel to perform the Work as required by this Agreement. Subcontractors shall at all times maintain good discipline and order at the Owner’s premises, including the Pilot Site(s).

E. All hourly compensation for the Design/Builder and all Subcontractors will be at standard hourly rates. Any deviation from this requirement (overtime) will necessitate prior Owner approval.

7.9 Successors, Assigns, and Beneficiaries A. Owner and Design/Builder are hereby bound and the successors, executors,

administrators, and legal representatives of Owner and Design/Builder (and to the extent permitted by Section 7.9 B the assigns of Owner and Design/Builder) are hereby bound to the other party to this Agreement and to the partners, successors, executors, administrators and legal representatives (and said assigns) of such other party, in respect of all covenants, agreements, and obligations of this Agreement.

B. Neither Owner nor Design/Builder may assign, sublet, or transfer any rights under or interest (including, but without limitation, moneys that are or may become due) in this Agreement without the written consent of the other, except to the extent that any assignment, subletting, or transfer is mandated or restricted by law. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement.

C. All design services under this Agreement must be performed by a design professional employed by CDM Constructors Inc. who remains licensed in good standing in the Commonwealth of Virginia throughout the term of this Agreement. To the extent that Design/Builder subcontracts with a subcontractor to perform these services, such as control panel wiring, the subcontractor must meet the same licensure requirements and be approved in writing by Owner.

D. Design/Builder shall include provisions in its subcontract with the Subcontractors

This Agreement between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers,1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org INTERIM AGREEMENT

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related to this Agreement that permits the assignment of such subcontract to Owner in the event of any termination of this Agreement, it being a right but not an obligation of the Owner to require such assignment.

7.10 Taxes A. Design/Builder shall pay all sales, consumer, use, and other similar taxes required

to be paid by Design/Builder in accordance with the laws or regulations of the place of the Project which are applicable during the performance of the Work.

7.11 Patent Fees and Royalties A. Design/Builder shall pay all license fees and royalties and assume all costs

incident to the use in the performance of the Work or the incorporation in the Work of any invention, design, process, product or device which is the subject of patent rights or copyrights held by others. If a particular invention, design, process, product, or device is specified in this Agreement for use in the performance of the Work and if to the actual knowledge of Owner its use is subject to patent rights or copyrights calling for the payment of any license fee or royalty to others, the existence of such rights shall be disclosed by Owner.

7.12 Indemnification A. To the fullest extent permitted by laws or regulations, Design/Builder shall

indemnify and hold harmless Owner and Owner’s Consultant, and the officers, directors, partners, employees or agents, and other consultants of each and any of them from and against all claims, costs, losses and damages including but not limited to all fees and charges of engineers, architects, attorneys and other professionals and all court or arbitration or other dispute resolution costs arising out of or resulting from any infringement of patent rights or copyrights incident to the use in the performance of the Work or resulting from the incorporation in the Work of any invention, design, process, product or device not identified in this Agreement. Additionally, in the event Owner is enjoined from the operation or use of the Work or any part thereof in connection with any said action or proceeding. Design/Builder shall (at its sole expense) take all reasonable steps possible to procure for Owner the right to operate or use the Work. If Design/Builder cannot so procure the aforesaid right within a reasonable time, Design/Builder shall then promptly (at Design/Builder’s sole expense):

a) modify the Work so as to avoid infringement of any patent or other proprietary interest, or,

b) replace said Work with Work which does not infringe or violate any said patent or other proprietary interest, or

c) remove said Work and refund any compensation theretofore paid to

This Agreement between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers,1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org INTERIM AGREEMENT

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Design/Builder and pay to Owner any transportation costs and other expense that may have been paid or incurred by them in connection with the Work so removed.

B. Notwithstanding any other provision of this Agreement to the contrary, neither party including their officers agents, servants and employee shall be liable to the other for lost profits or any special, indirect, incidental, or consequential damages in any way arising out of this Agreement however caused under a claim of any type or nature based on any theory of liability (including but not limited to: contract, tort, or warranty) even if the possibility of such damages has been communicated.

C. Notwithstanding any provision to the contrary contained in this Agreement, Design/Builder’s total liability to Owner for any and all injuries, claims, losses, expenses or damage whatsoever from any cause or causes, including but not limited to Design/Builder’s negligence, errors, omissions, strict liability or breach of contract, or breach of warranty, shall not exceed the total amount of $1,000,000 or the fee Design/Builder receives under this Agreement whichever is greater.

7.13 Dispute Resolution A. Owner and Design/Builder agree to negotiate all disputes between them in good

faith for a period of 30 days from the date of notice prior to exercising their rights under EXHIBIT I or other provisions of this Agreement, or under law.

B. If and to the extent that Owner and Design/Builder have agreed on a method and procedure for resolving disputes between them arising out of or relating to this Agreement, such dispute resolution method and procedure is set forth in EXHIBIT I, “Claims and Dispute Resolution.” In the absence of such an agreement, the parties may exercise their rights under law.

7.14 Hazardous Environmental Condition A. Owner acknowledges that Design/Builder is performing professional services for

Owner and that Design/Builder is not and, under this Agreement, shall not be required to become an “owner,” “operator,” “generator,” or “transporter” of Hazardous Materials which are or may be encountered at or near the Pilot Site(s) in connection with Design/Builder’s activities under this Agreement.

B. Owner represents to the best of its knowledge that a Hazardous Environmental Condition does not exist at the Pilot Site(s) except as expressly disclosed to Design/Builder in writing, and that it has disclosed to Design/Builder the existence of all known Hazardous Materials located at or near the Pilot Site(s), including type, quantity, and location.

This Agreement between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers,1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org INTERIM AGREEMENT

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C. If Design/Builder learns of or encounters any Hazardous Environmental Condition at any of the Pilot Site(s), then Design/Builder shall notify (1) Owner and (2) appropriate governmental officials, if Design/Builder reasonably concludes that doing so is required by applicable laws and regulations.

D. Except as required by EXHIBIT A and Section 7.14 C above, it is acknowledged by both parties that the Design/Builder’s scope of services does not include any Work related to a Hazardous Environmental Condition. If Design/Builder or any other party encounters a Hazardous Environmental Condition at the Pilot Site(s), or should it become known in any way that Hazardous Materials may be present at the Pilot Site(s) or any adjacent areas in such a manner as to affect the performance of Design/Builder's services, Design/Builder may, at its option and without liability for consequential or any other damages, suspend performance of services on the Project until Owner:

a) retains appropriate specialist consultant(s) or contractor(s) to identify and, as appropriate, abate, remediate, or remove the Hazardous Environmental Condition, and

b) warrants that the Pilot Site(s) is in full compliance with applicable Laws and Regulations.

E. If the Design/Builder’s services under this Agreement cannot be performed because of a Hazardous Environmental Condition, the existence of the condition shall justify Design/Builder terminating this Agreement for cause pursuant to Section 7.6 A.

7.15 Notices A. Any notice required under this Agreement will be in writing, addressed to the

appropriate party at its address below and given personally, by registered or certified mail (return receipt requested), by facsimile, or by a commercial courier service. All notices shall be effective upon the date of receipt.

Address for giving notices: Address for giving notices:

Prince William County Service Authority Attn: Mr. Dean Dickey

CDM Constructors Inc. Attn: Joshua Gelman

4 County Complex Court 3201 Jermantown Road, Suite 400

Woodbridge, VA 22192 Fairfax, VA 22030

7.16 Survival A. All express representations, indemnifications, or limitations of liability made in or

This Agreement between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers,1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org INTERIM AGREEMENT

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given in this Agreement will survive its completion or termination for any reason.

7.17 Severability A. Any provision or part of the Agreement held to be void or unenforceable under

any law or regulation shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon Owner and Design/Builder, which agree that the Agreement shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision.

7.18 Waiver A. Non-enforcement of any provision by either party shall not constitute a waiver of

that provision nor shall it affect the enforceability of that provision or of the remainder of this Agreement.

7.19 Headings A. The headings used in this Agreement are for general reference only and do not

have special significance.

8 EXHIBITS, TOTAL AGREEMENT AND SIGNATURE 8.1 Exhibits Included:

Exhibit A, Design/Builder’s Services, including the project schedule. Exhibit B, Owner’s Consultant: Responsibilities and Limitation of Authority. Exhibit C, Additional Owner’s Responsibilities. Exhibit D, Payments to Design/Builder for Services and Reimbursable Expenses and Appendix 1. Exhibit E, Monthly Status Reporting. Exhibit F, Insurance. Exhibit G, Submittal, Review and Approval Process of Deliverables. Exhibit H, Electronic Media. Exhibit I, Claims and Dispute Resolution. Exhibit J, Risk Register.

8.2 Total Agreement A. This Agreement (consisting of 71 pages inclusive, not including the project

schedule, together with the Exhibits identified above) constitutes the entire agreement between Owner and Design/Builder with respect to the subject matter included herein and supersedes all prior written or oral understandings. This Agreement may only be amended, supplemented, modified or canceled by a duly executed written instrument.

This Agreement between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers,1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org INTERIM AGREEMENT

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8.3 Signature IN WITNESS WHEREOF, the parties hereto have executed this Agreement, which has an Effective Date of XX,

Owner: Design/Builder: Prince William County Service Authority CDM Constructors Inc. 4 County Complex Court 3201 Jermantown Road, Suite 400 Woodbridge, VA 22192 Fairfax, VA 22030 Phone Number: Phone Number: Facsimile Number: Facsimile Number: License or Certificate

No.: and State:

By: By:

Signature Signature Print Name Print Name Title Title Date Date

This Agreement Between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers, 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org EXHIBIT A

25

EXHIBIT A

Design/Builder's Services This is EXHIBIT A, consists of pages 25 through 43 and the project schedule, referred to in and part of the Standard Form of Agreement between Owner and Design/Builder for Preliminary Services dated XX.

1 INTRODUCTION Pursuant to Contract SA-2113 OWNER AND DESIGN/BUILDER Preliminary Services Agreement (Agreement) dated XX between the Prince William County Service Authority (Owner) and CDM Smith (Design/Builder), shall provide SCADA system design and engineering services intended to replace the existing Distribution and Collection (D&C) SCADA system currently in place.

2 GENERAL REQUIREMENTS AND PROJECT EXECUTION 2.1 System Requirements

A. The purpose of the Project is to replace the existing aging proprietary D&C SCADA system with a more modern system using commercial off-the-shelf products. The Owner requires a system that provides more flexibility and higher reliability than the existing system.

B. The Design/Builder shall design the D&C SCADA System, which shall utilize commercial off the shelf SCADA software operating on Microsoft Windows. Proprietary software is not acceptable under any circumstances. All system hardware products shall be commercially available from multiple suppliers and mass produced for industrial automation applications. The use of custom manufactured products is not acceptable under any circumstances. The system design shall be scalable to support a minimum of two hundred fifty facilities. The system shall incorporate video monitoring capabilities. The system shall be designed for maximum availability, using redundant components as necessary to prevent a single failure from disrupting the operation of any facilities. The system shall be designed such that losses of communication to other facilities will not impact operation at any facility. The system shall be designed with native interfaces for connectivity to other business systems. The completed system user interface shall be easy to operate and all application programming modifiable by the Owner without the need of the Design Builder. The system shall be designed in accordance with the American National Standards Institute (ANSI)/ International Society of Automation (ISA)-TR99 Security Technologies for Industrial Automation and Controls Systems specifications and utilize Ethernet compatible communications protocols. The system shall be designed to communicate over wireless technologies and to provide remote operating

This Agreement Between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers, 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org EXHIBIT A

26

capabilities. The overall system shall be designed to maintain a reliability of 99.99%. The calculation is defined as (Facility Hours - Downtime) / Facility Hours * 100 = 99.99. This equates to a maximum of 120 total lost hours in a year. All components of the system shall be rated with a mean time between failures of ten years (87600 hours) or greater as calculated in accordance with the IEC 62380 TR specification.

2.2 Authorization Required to Proceed with Tasks.

A. The Project will be executed in multiple Phases as detailed in EXHIBIT A, Attachment 1. Each task of the Work shall not be started until the predecessor task(s) deliverables have been reviewed and accepted by the Owner, and written authorization to proceed is provided by the Owner to the Design/Builder.

2.3 Expected Design and Construction Phases

The expected design and construction phases for this Project are:

A. Phase 1A – Preliminary Design of the SCADA Pilot Sites

B. Phase 1B – Final Design of the SCADA Pilot Sites

C. Phase 2 – Construction of the SCADA Pilot System

D. Phase 3 – Preliminary Design of the Full SCADA System

E. Phase 4 – Final Design and Construction of the Full SCADA System

This agreement encompasses Phases 1A and 1B only. Phases 2-4 are anticipated to be formalized in subsequent agreements and are subject to change at the Owner’s discretion.

2.4 The Design/Builder shall maintain and submit for approval a Project Risk Register throughout the Project. The Risk Register shall be updated monthly and provided when design and construction deliverables are submitted to the Owner. The Risk Register shall consist of topics identified by the Design/Builder or the Owner which may impact schedule, cost, performance, or safety for the Project. The format of the Risk Register shall be as provided in EXHIBIT J.

2.5 The Design/Builder shall provide project management for the Preliminary Design Phase over the duration of the contract. Activities included within this task are: progress meetings or conference calls between project managers from the Owner and the Design/Builder, contract administration including preparing monthly invoices and brief summary of project status and activities conducted, communication and records management procedures, staffing, work breakdown structure, quality management, schedule, and budget elements needed to support the Project. Monthly Reports should be submitted in accordance with EXHIBIT E.

3 PHASE 1A – PRELIMINARY DESIGN OF SCADA PILOT SITES The Design/Builder shall provide all field and professional office work necessary to develop a

This Agreement Between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers, 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org EXHIBIT A

27

preliminary design of the SCADA Pilot Sites. Preliminary Design shall be defined as a 30% complete design, per tasks described in detail below. For all formal workshops and meetings, the Design/Builder shall develop meeting minutes to document attendance, discussion topics, and decisions made. All deliverables shall include both draft and final versions. The tasks below are numbered for identification only, the predecessors are the activities known to affect the outcome of a task at the time of contract execution. The Project schedule established in consultation with the Owner may be adjusted from time to time by their mutual agreement. The latest accepted project schedule supersedes the predecessors and task order listed below (See Attachment 1).

3.1 Task 1 – PQM/Kick-Off/SCADA Goals Workshop

A. The Design/Builder shall hold a Project Quality Management (PQM)/Kick-Off/SCADA Goals Workshop meeting at the Owner’s offices with key project leaders and end-user stakeholders. This workshop will define the Project objectives, identify critical success factors and essential activities, identify the SCADA system goals for the Project, identify key project team members and develop action plans and commitments to achieve project success. Project specific risks and the management thereof will also be identified in this meeting.

B. Deliverables: The Design/Builder shall develop and submit for review and approval:

a) Workshop Meeting Minutes.

b) Risk Register.

C. Predecessors: None

3.2 Task 2 – Quality Assurance / Quality Control Plan

Effective quality systems can contribute enormously to the success of a project. Achieving success in a project requires both Quality Assurance (QA) and Quality Control (QC). The Design/Builder shall prepare and submit their proposed QA/QC plan for the Project. The QA/QC plan shall describe how the Design/Builder manages SCADA planning and implementation projects. The QA/QC plan shall cover planning, design, programming and configuration, and testing and acceptance procedures for the SCADA Project. The QA/QC plan shall also list industry standards to be applied as applicable to the activities identified in this exhibit. The QA/QC plan shall serve as a predecessor to all other tasks.

A. Deliverables: The Design/Builder shall develop and submit for review and approval:

a) QA/QC plan

B. Predecessors: None

3.3 Task 3 – Review Existing Documentation

This Agreement Between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers, 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org EXHIBIT A

28

The purpose of this task is for the Design/Builder to review existing operational logs and Pilot Site specific data and drawings for use on the Project. This effort will allow the Design/Builder to gain a level of understanding of the sites and to formulate a plan for the initial field investigations task. The information will also allow the Design/Builder to perform engineering evaluations in order to provide recommendations for process control optimization, operations efficiency improvements, and reduced operational cost. Useful information will include Pilot Site plans, piping details, electrical wiring schematics, existing reports, and HSQ configuration files. Design/Builder acknowledges that limited information of unknown accuracy is available from the Owner for the existing sites.

A. Deliverables: The Design/Builder shall develop and submit for review and approval:

a) Brief Analysis and Assumptions Report.

B. Predecessors: Task 1 and 2

3.4 Task 4 – Initial Field Investigations

To properly plan and implement the pilot SCADA system upgrade, each Pilot Site must be thoroughly investigated.

A. Deliverables: The Design/Builder shall develop and submit for review and approval:

a) Preliminary Pilot Site Survey Report that shall include as a minimum: i. Narrative description of existing conditions, observations, and

preliminary recommended improvements ii. Preliminary Pilot Site security recommendations

iii. Pilot Site photographs of existing conditions, labeled and dated iv. Complete existing Input / Output (I/O) list per Pilot Site v. Pilot Site-specific construction and configuration risks, entered on

the Project Risk Register

b) Piping and Instrumentation Diagrams (P&IDs) to serve as a documentation and discussion tool for design workshops such as the Process Control Narrative (PCN) Workshops. The P&IDs shall be developed in accordance with ISA standard S5.1.

c) Updated Project Risk Register.

B. Predecessors:

a) Task 3 – Review Existing Documentation.

3.5 Task 5 – Alarm Philosophy Workshop

The purpose of this workshop is to develop and adopt a standard alarm management philosophy for the SCADA system. Workshop discussion will focus on alarm selection

This Agreement Between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers, 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org EXHIBIT A

29

criteria, priority setting, handling methods, alarm presentation, operator response, and modification of alarms for the SCADA implementation. ANSI/ISA-18.2-2009, Management of Alarm Systems in the Process Industries, will be referenced during the workshops.

A. Deliverables: The Design/Builder shall develop and submit for review and approval:

a) A Documented Alarm Philosophy.

b) Management Technical Memorandum (Tech Memo) which shall serve as a comprehensive guideline for the development and implementation of alarms for the SCADA system.

B. Predecessors: Task 1 and 2

3.6 Task 6 – Report Definition Workshops

The purpose of these workshops is to define the reporting guidelines and standards for the SCADA system. Workshop discussion will focus on report topics such as user and informational needs, formats, delivery mechanisms, accessibility requirements, and enterprise data integration. Since reporting can only be as good as the data collected, sourcing of desired reportable data, not currently available within the system, will be considered during detailed system design.

A. Deliverables: The Design/Builder shall develop and submit for review and approval:

a) Report templates in Microsoft Excel to convey the overall presentation of information included within the desired reports.

b) A data source listing for review and comment.

B. Predecessors: Task 1 and 2

3.7 Task 7 – PCN Workshops

Using the preliminary PCNs previously provided by the Owner, the Design/Builder shall hold up to three (3) dedicated workshops geared towards the refinement of the operational strategies on a per-Pilot Site basis. The Design/Builder shall work closely with the Owner to define the approach for normal operations and plans to handle various emergency and failure scenarios, such as loss of communications, major process equipment, and instrumentation. For all scenarios, the Design/Builder will evaluate opportunities to leverage automation to improve operational efficiency and reduce operating and maintenance costs which may result in the identification of new I/O that must be included in the system design. In addition, the use of an Operator Interface Terminal (OIT) for backup control will be discussed. For each Pilot Site, the application of the alarm philosophy will be followed as alarm priorities will be assigned based on the I/O lists. All PCNs shall be written in narrative format for each Pilot Site (as opposed to

This Agreement Between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers, 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org EXHIBIT A

30

loop style format) and each Pilot Site shall be written as a standalone document. The PCNs shall be standardized to the greatest extent possible for each type of Pilot Site.

A. Deliverables: The Design/Builder shall develop and submit for review and approval:

a) PCNs.

b) Backup Operations Tech Memo.

c) Updated P&IDs to reflect desired conditions.

B. Predecessors:

a) Task 4 – Initial Field Investigations.

b) Task 5 – Alarm Philosophy Workshops.

3.8 Task 8 – Evaluate System Alternative - ClearSCADA

The purpose of this task is to determine if Schneider Electric’s ClearSCADA Human Machine Interface (HMI) software requires further evaluation against the baseline (Wonderware) system. The Design/Builder shall obtain a demonstration system consisting of Schneider Electric’s ClearSCADA software, SCADAPack Remote Terminal Unit (RTUs), and M340 Programmable Logic Controllers (PLC’s). The Design/Builder shall set-up the demonstration system in order for the Owner and Design/Builder to test and evaluate the features of the system. Formal tests to be performed include: establishing system communications, testing DNP3 and Modbus protocols, security and authentication controls, tag management, graphic management, script development, developing controller logic functions, and general ease of use.

A. Deliverables: The Design/Builder shall develop and submit for review and approval:

a) A written recommendation whether the Owner should request a formal presentation and demonstration by the system vendor.

B. Predecessors: Task 1 and 2

3.9 Task 9 – System Alternative Vendor Discussions (Optional Allowance Item)

Based on the recommendation from Task 8, the Design/Builder will organize a formal presentation and demonstration by Schneider Electric. The demonstration will include a brief company presentation; a product development outlook, technical support offering, and both scripted and unscripted demonstrations of the products. Specifically, during the unscripted session, the Owner and the Design/Builder will ask specific questions and tasks for the vendor to demonstrate without advanced notice.

A. Deliverables: m The Design/Builder shall develop and submit for review and approval:

This Agreement Between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers, 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org EXHIBIT A

31

a) Design/Builder written review of software performance and reference materials provided during the demonstration.

B. Predecessors:

a) Task 8 – Evaluate System Alternative - ClearSCADA.

3.10 Task 10 – Selection of HMI and PLC System

Based on Tasks 8 and 9, the Owner and the Design/Builder will formally recommend a HMI software and PLC or RTU platform for the new SCADA system. Also included within this task is the evaluation and selection of the OIT with integrated I/O that will serve as a backup to the remote PLC.

A. Deliverables: The Design/Builder shall develop and submit for review and approval:

a) A SCADA Software and Hardware Tech Memo documenting the Owner standard. The tech memo shall include the following as a minimum:

i. Manufacturers ii. Version, model numbers, and required patches

iii. Recommended system configuration and license structure iv. Maintenance and support requirements and fees

B. Predecessors:

a) Task 8 – Evaluate System Alternative – ClearSCADA.

b) Task 9 – System Alternative Vendor Discussions.

3.11 Task 11 – HMI Design Standards Workshops

Based on the selected HMI platform, the Design/Builder shall hold up to four (4) workshops dedicated to the discussion and definition of the HMI graphic conventions and standards to be followed during system configuration. The workshops shall be end-user focused, and concentrate on graphic screen elements such as layout, colors, animation, navigation, symbols, asset identification, screen types, operator control, alarm handling, maintenance requirements, and data trending.

A. Deliverables: The Design/Builder shall develop and submit for review and approval:

a) Graphic Templates (using the selected software package). A follow-up workshop shall be scheduled to present the base templates to the end-users.

b) HMI Design Standards Tech Memo to detail the conventions at an end-user level. The memo will focus on how the operator will interact with the system and serve as a basis for the software programming standards.

This Agreement Between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers, 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org EXHIBIT A

32

B. Predecessors: a) Task 5 – Alarm Philosophy Workshops.

b) Task 10 –Selection of HMI and PLC System.

3.12 Task 12 – SCADA Impact and Use Workshop

The Owner currently does not operate a dedicated control center for remote facility monitoring and control. One of the most important qualitative measures of the Projects’ overall success will be how well does the staff buy-in and embrace the new system. This Project will introduce a substantial amount of change to the O&M staff and no matter how well the system is technically designed; the ultimate measure of success will be how does the end users “feel” about the system.

During the course of this task, the Design/Builder shall conduct two or more planning and results workshop with key project leaders and end-user stakeholders to better understand the ways they do their work as well as variations that may occur with this system transition. This workshop is important because it ensures that both the Design/Builder and the Owner effectively understand the core workplace principles that underpin how the new SCADA system will be used and the manner in which team members see its application in their daily work routines. It is also helpful for the stakeholders, be they field operations staff or decision makers in the line of command, to develop an understanding of the collective needs and issues of the organization. This workshop offers a forum for the Owner to communicate and contribute as a group to the design of this enterprise-wide system that will provide vital information to many sides of the organization.

A. Deliverables: The Design/Builder shall develop and submit for review and approval:

a) A SCADA Impact and Use Tech Memo discussing normative patterns and their impact on the system design.

B. Predecessors: Task 1 and 2

3.13 Task 13 – Control Room Design Workshop

The existing SCADA system is generally unmanned and system alarms are received by a dispatcher; whom is not a certified operator. The new SCADA system will require a location and furniture dedicated towards accommodating operational control shifts. Operations will require a dedicated space to function during normal operations, and during emergency situations like main breaks, severe weather storms, and other abnormal events.

A. Deliverables: The Design/Builder shall develop and submit for review and approval:

a) Conceptual Level Floor Plan Renderings for up to three locations for

This Agreement Between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers, 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org EXHIBIT A

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review. b) Control Room Design Tech Memo summarizing the preferred option

(location) and describe the recommended modifications.

B. Predecessors:

a) Task 12 – SCADA Impact and Use Workshop.

3.14 Task 14 – Remote Pilot Site Security Workshops

The purpose of these workshops is to define the security and safety requirements and standards for the SCADA system and remote sites. The Workshop discussion will focus on operational video, access control, fire protection, and physical security.

A. Deliverables: The Design/Builder shall develop and submit for review and approval:

a) A written Preliminary Pilot Site Security Recommendations report based on Task 4 field investigations prior to the workshop.

b) A Remote Pilot Site Security Tech Memo. This document will include individual Pilot Site recommendations and general approach to Remote Pilot Site security throughout the Owner’s service area.

B. Predecessors:

a) Task 4 – Initial Field Investigations.

3.15 Task 15 – Cyber Security Workshops

The purpose of these workshops is to define cyber security requirements for the Project. Workshop discussion will focus on firewalls, intrusion detection systems (IDS), virtual private networks (VPN), unified threat management (UTM) solutions, anti-virus, patch management, demilitarized zones (DMZ), and domain servers using Microsoft Active Directory. The workshops will highlight various cyber design guidelines and any current regulations from ISA, DHS, ICS-CERT, ASCI, and ODVA.

A. Deliverables: The Design/Builder shall develop and submit for review and approval:

a) Cyber Security Tech Memo.

B. Predecessors: Task 1 and 2

3.16 Task 16 – Communications Media Evaluation (Optional Allowance Item)

The Design/Builder shall support Owner negotiations as requested. This task may include attending meetings and reviewing and responding to technical documents furnished by the communications provider.

A. Deliverables: The Design/Builder shall develop and submit for review and

This Agreement Between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers, 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org EXHIBIT A

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approval: a) A Communications Media Performance Tech Memo, which shall include

the following as a minimum: i. Minimum and recommended bandwidth capacities for the

communication network. ii. Specific metrics and tools that can be used to monitor system

performance. iii. Recommended alarm parameters to be monitored/alarmed in the

SCADA system. iv. Discussion on whether the recommended tools and performance

metrics can also be used if the Owner implements a secondary communication media.

B. Predecessors:

a) Task 4 – Initial Field Investigations.

b) Task 10 – Selection of HMI and PLC System.

c) Task 14 – Remote Pilot Site Security Workshops.

d) Task 15 – Cyber Security Workshops.

3.17 Task 17 – Performance Metrics Workshops

The purpose of these workshops is to develop quantitative metrics against which the constructed SCADA system’s performance can be measured. Performance shall apply to both the Pilot and Full System. Performance metrics may include, but not be limited to: network usage, command to confirmation time (round trip latency), cellular network uptime, dropped network connections to remote sites, system uptime, CPU usage, RAM usage, alarms per hour, alarms per day, and reporting accuracy.

The developed metrics shall be used during the pilot and full system implementation as a progress measurement tool. Each of the defined metrics shall be measured and recorded before and immediately after each Pilot Site is transitioned to the new SCADA system. The pilot system performance shall serve as the system baseline. As the system increases over time, the performance data shall indicate how the system performs over time. Data trending and analysis can pinpoint a specific issue in time where system performance was significantly altered as a method of troubleshooting and system improvement.

A. Deliverables: The Design/Builder shall develop and submit for review and approval:

a) A SCADA Performance Metrics Tech Memo to enable the Owner to assess the performance of the system against the system benchmark both during the implementation stages and after the system is in full operation. The various metrics shall be updated throughout the Project as new

This Agreement Between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers, 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org EXHIBIT A

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metrics are developed and existing metrics are refined. B. Predecessors: Task 1 and 2

3.18 Task 18 – HMI/PLC Standard System Products Workshop

A single workshop shall be conducted to select standard parts for the HMI and PLC systems. The result of this task shall be a HMI/PLC Standard System Products Tech Memo defining standard part numbers and modules for not only this Project, but also for future projects. The documented components will help manage spare part inventory, reduce training needs, and overall time spent troubleshooting and resolving issues in the field. The information documented during this workshop will be incorporated into the written SCADA standards document.

A. Deliverables: The Design/Builder shall develop and submit for review and approval:

a) HMI/PLC Standard System Products Tech Memo.

B. Predecessors:

a) Task 10 – Selection of HMI and PLC System.

b) Task 13 – Control Room Design Workshop.

c) Task 14 – Remote Pilot Site Security Workshops.

d) Task 15 – Cyber Security Workshops.

3.19 Task 19 – Control Panel Design Workshops.

The purpose of these workshops is to develop a baseline design for the layout and construction of all new PLC control panels. Specific topics will include drawing types and formats, quality and workmanship, preferred products and materials, panel labeling, space allocation, equipment orientation, and environmental management.

A. Deliverables: The Design/Builder shall develop and submit for review and approval:

a) A Control Panel Design Tech Memo.

B. Predecessors:

a) Task 10 – Selection of HMI and PLC System.

3.20 Task 20 – Electrical Installation Standards Workshops

The purpose of these workshops is to develop installation standards for new wire, conduit, cable, and other electrical installation components.

A. Deliverables: The Design/Builder shall develop and submit for review and approval:

This Agreement Between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers, 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org EXHIBIT A

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a) An Electrical Conduit and Wire Tech Memo that shall include the following as a minimum:

i. Size ii. Color

iii. Identification iv. Terminations v. Splicing and junctions

vi. Documentation – conduit tables, termination schedules, etc.

B. Predecessors: Task 1 and 2

3.21 Task 21 – System Architecture Design Workshops

The purpose of these workshops is to define the SCADA host and remote system architectures. The host architecture shall be based on standards ISA95 (Enterprise-Control System Integration and ISA99 (Industrial Automation and Control System Security). The architecture shall incorporate items from all previous tasks that impact communication between systems, data storage and availability, notifications, and security. The focus of discussions should be on network design, server roles, remote access, and security.

A. Deliverables: The Design/Builder shall develop and submit for review and approval:

a) A system architecture document including a logical schematic of all equipment required. The document should list all hardware, its role in the system, and the software required for its role. The system architecture shall show the host and remote system architectures for the pilot system.

B. Predecessors:

a) Task 6 – Report Definition Workshops.

b) Task 10 – Selection of HMI and PLC System.

c) Task 14 – Remote Pilot Site Security Workshops.

d) Task 15 – Cyber Security Workshops.

e) Task 16 – Communications Media Evaluation.

3.22 Task 22 – Basis of Design (BOD) Deliverable

The purpose of this task is to compile the Pilot Site design information obtained in Tasks 1-21, including the P&IDs, I/O List, and PCNs and a preliminary implementation schedule and budget estimate into a 30% design package. In addition to the design package, all of the tech memos provided to date shall be incorporated into a single, standards document. Both deliverables shall be submitted as the Basis of Design deliverable.

This Agreement Between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers, 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org EXHIBIT A

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Prior to the transmittal of formal review comments from the Owner, the Design/Builder shall lead a Basis of Design presentation to the key project leaders and end-user stakeholders to present the deliverable and answer questions. After receipt of formal review comments, the Design/Builder shall submit the Basis of Design deliverable for project record.

A. Deliverables: The Design/Builder shall develop and submit for review and approval:

a) Basis of Design Deliverable.

B. Predecessors:

b) Tasks 1-21.

3.23 Technology Allowance - System Development / Evaluation Equipment

The Design/Builder shall carry a $25,000 allowance for SCADA evaluation and development including but not limited to computers, monitors, switches, media converters, power supplies, wiring, cables, storage, peripherals, software, etc., as required for the Project. All hardware expenditures shall be approved in writing by the Owner prior to procurement. All materials purchased under this allowance shall become the property of the Owner, and shall be properly protected by the Design/Builder, and turned over to the Owner in working condition.

Preliminary Design Deliverable Summary

Task No. Deliverable 1 PQM/Kick-Off/SCADA Goals Workshop Meeting Minutes 1 Risk Register 2 Quality Assurance Plan 3 Brief Analysis and Assumptions Report 4 Preliminary Pilot Site Survey Report 4 Piping and Instrumentation Diagrams (P&IDs) 4 Updated Risk Register 5 Alarm Configuration and Management Tech Memo 6 Report Templates with Data Source Listings 7 Process Control Narratives 7 Backup Operations Tech Memo 7 Updated P&IDs 8 System Alternative Recommendation 9 SCADA Demonstration Performance and Reference Review 10 SCADA Software and Hardware Tech Memo 11 Graphic Templates 11 HMI Design Standards Tech Memo

This Agreement Between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers, 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org EXHIBIT A

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12 SCADA Impact and Use Tech Memo 13 Conceptual Level Floor Plan Renderings 13 Control Room Design Tech Memo 14 Remote Pilot Site Security Tech Memo 15 Cyber Security Tech Memo 16 Communications Media Performance Tech Memo 17 SCADA Performance Metrics Tech Memo 18 HMI/PLC Standard System Products Tech Memo 19 Control Panel Design Tech Memo 20 Electrical Conduit and Wire Tech Memo 21 SCADA System Architecture Documents 22 Basis of Design Deliverable:

30% Design Documents SCADA Standards

4 PHASE 1B – FINAL DESIGN OF SCADA PILOT SITES The Design/Builder shall provide all field and professional office work necessary to develop a final design package for the SCADA Pilot Sites. Final Design shall be defined as 100% complete, stamped, package suitable for construction and establishing a Guaranteed Maximum Price (GMP) for the Pilot sites.

4.1 Task 23 –System Documentation Workshops

The Design/Builder shall lead workshops focused on system documentation to be provided during construction phase services.

A. Deliverables: The Design/Builder shall develop and submit for review and approval:

a) A System Documentation Tech Memo including outlines and/or table of contents for all documents delivered under this task.

B. Predecessors: Task 1 and 2

4.2 Task 24 – Detailed Pilot Site Surveys

Based on the Basis of Design, the Design/Builder shall perform detailed Pilot Site surveys to prepare the Final Design deliverables.

A. Deliverables: The Design/Builder shall develop and submit for review and approval:

a) A Final Pilot Site Survey Report. The report shall be an update of the Preliminary Site Survey Report (developed under Phase 1A Task 4) and shall include as a minimum:

i. Narrative description of existing conditions, observations, and recommended improvements

This Agreement Between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers, 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org EXHIBIT A

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ii. Pilot Site photographs of existing conditions, labeled and dated iii. Description of all items to be demolished iv. General description and location of equipment, conduit,

instrumentation, and related items to be added v. Updated I/O list per Pilot Site as required to comply with the

process control narratives vi. Locations identified for new control and communications

equipment vii. Identified points of source and termination for power and signal

conductors viii. General description of required civil, electrical, mechanical, and

Pilot Site improvements

b) Pilot Site-specific construction and configuration risks, entered on the Project Risk Register.

c) Updated P&IDs.

d) Updated PCNs.

e) Updated Risk Register.

B. Predecessors: Task 1 and 2

4.3 Task 25 – SCADA Programming and Configuration Standards

Based on the selected HMI and PLC platforms, the Design/Builder shall develop PLC programming and HMI configuration standards that shall guide all system development for the SCADA system.

A. Deliverables: The Design/Builder shall develop and submit for review and approval:

a) A System Programming and Configuration Standards Tech Memo that shall include as a minimum:

i. HMI Configuration Guidelines i.01 Development Environment i.02 Screen / Window Naming i.03 Symbols i.04 Colors i.05 Animation i.06 Navigation i.07 Screen Regions i.08 Text Styles i.09 Display Types i.10 Alarming / Operator Notification i.11 Control Conventions / Faceplates

This Agreement Between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers, 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org EXHIBIT A

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i.12 Database Conventions i.13 Trending and Analysis i.14 Data Storage i.15 Reporting i.16 Security

ii. PLC Programming Guidelines ii.01 File Management ii.02 Address Conventions ii.03 Variable / Tag Naming Conventions ii.04 Program Structure ii.05 Program Language ii.06 Standard Programming Methods ii.07 Standard Blocks ii.08 Program Commenting / Documentation ii.09 Delivery Requirements

B. Predecessors: Task 1 and 2

4.4 Task 26 – Testing Plan

The purpose of this task is to detail the duties and procedures by the Design/Builder during the various phases of system acceptance testing.

A. Deliverables: The Design/Builder shall develop and submit for review and approval:

a) A SCADA Test Plan that describes the parameters of the following acceptance tests:

i. Factory Acceptance Test (FAT) ii. Site Acceptance Test (SAT)

iii. Functional System Test (FST)

The Test Plan shall explain minimum tests that shall be performed including: 100 percent verification of all graphic screen links, communications, and a 100 percent verification of all PLC logic. The Test Plan shall also specify how the test procedures shall be provided and means of representative sign-off.

B. Predecessors:

a) Task 25 SCADA Programming and Configuration Standards.

4.5 Task 27 – Training Plan

The purpose of the Training Plan is to define how training shall be delivered on the Project so that the Owner personnel are adequately trained prior to using any of the new components.

A. Deliverables: The Design/Builder shall develop and submit for review and

This Agreement Between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers, 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org EXHIBIT A

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approval: a) SCADA Training Plan which shall include the following as a minimum:

i. Definitions of each course including a course outline, specifics of what training will cover, and the goals of the training course. At a minimum, the course topics shall include: i.01 User interface i.02 Alarm Management i.03 System Administrator Maintenance

ii. Specific course attendance including type of personnel, and any prerequisite training needed.

iii. Requirements for training courses locations and minimum durations of each class.

iv. Description of required handouts and training materials. v. Delivery and technical formats of all training deliverables.

vi. Recommendations for formal manufacturer-provided training.

B. Predecessors:

a) Task 25 SCADA Programming and Configuration Standards.

4.6 Task 28 – Cut-Over Planning Workshops

The purpose of these workshops is to develop preliminary cut-over / system transition approaches for each of the pilot sites. The workshop group will participate in a tabletop exercise lead by the Design/Builder to develop a sequence of operation, which allows for the transitioning of each Pilot Site in the most orderly manner possible. Part of the discussion will develop “what-if” scenarios and define outage durations and operational constraints.

A. Deliverables: The Design/Builder shall develop and submit for review and approval:

a) Pilot Site Cut-Over Plan.

b) Updated Risk Register.

B. Predecessors:

a) Task 24 – Detailed Pilot Site Survey.

4.7 Task 29 – Standard Programming Blocks

Based on Task 25 – SCADA Programming and Configuration Standards, the Design/Builder shall develop standard logic blocks for algorithms and functions that are repeatable across the system.

A. Deliverables: The Design/Builder shall develop and submit for review and approval:

This Agreement Between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers, 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org EXHIBIT A

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a) Standard PLC Programming Blocks with Documentation Standard PLC programming blocks shall include at a minimum:

i. Analog Scaling ii. Analog Alarms

iii. Discrete Alarms iv. Constant Speed Motors v. Variable Speed Motors

vi. Full-Open / Full-Close Valves vii. Modulating Valves

viii. Equipment Runtimes ix. Flow Total x. Min / Max Calculations (Daily, Monthly, Quarterly)

xi. Lead/Lag with Automatic Rotation

B. Predecessors:

a) Task 25 SCADA Programming and Configuration Standards.

4.8 Task 30 – Pre-Final Design Package

The purpose of this task is to compile the entire Design Phase (1A and 1B) into a single, comprehensive deliverable.

A. Deliverables: The Design/Builder shall develop and submit for review and approval:

a) Pre-Final Design Package – The design package shall include the following items:

i. P&IDs ii. Panel Shop Drawings

iii. Demolition Plans iv. Process Control Narratives v. I/O List

vi. Bill-of-Material vii. Spare Parts List

viii. SCADA Standards ix. Pilot Site Survey Report x. Design Drawings

x.01 Control panel locations x.02 Civil, electrical, and mechanical revision details x.03 General conduit routing/corridors x.04 Instrumentation additions or modifications (location, type,

arrangement) x.05 Required Pilot Site revisions for access control and security

xi. Equipment Lists and Submittals for Pilot Site(s)

This Agreement Between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers, 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org EXHIBIT A

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xii. Construction cost estimates for Phase 2 b) Prior to the transmittal of formal review comments, from the Owner, the

Design/Builder shall provide a presentation to the key project leaders and end-user stakeholders to present the Pre-Final Design.

B. Predecessors:

a) Tasks 23 – 29.

4.9 Task 31 – Final Design Package

Upon receipt of the Pre-Final Design Package review comments, the Design/Builder shall update the design package and provide a Final, stamped Design Package ready to be incorporated into a new interim agreement or issued as a solicitation. The Design/Builder shall certify that the complete system will function together for its intended purpose in accordance with the Owner’s requirements. The Design/Builder accepts the responsibility to modify previously approved work if it is necessary to provide a complete and properly functioning D&C SCADA system without additional compensation unless authorized by the Owner.

A. Deliverables: The Design/Builder shall develop and submit for review and approval:

a) Final Design Package.

B. Predecessors:

a) Task 30 - Pre-Final Design Package.

Final Design Deliverable Summary

Task No. Deliverable 23 System Documentation Tech Memo 24 Final Pilot Site Survey Report 25 SCADA Programming and Configuration Standards Tech Memo 26 SCADA Testing Plan 27 SCADA Training Plan 28 Pilot Site Cut-Over Plan 29 Standard PLC Programming Blocks 30 Pre-Final Design Package 31 Final Design Package

Activity ID Responsibility Activity Name OriginalDuration

Start Finish Total Float Predecessors Successors Notes

Prince WPrince William CouPrince William County SA 2113 SCADA Replacement - with Pilot Plan, Resource Leve... 184 28-Oct-13 10-Jul-14 0

Pilot SchPilot Schedule (CDMPilot Schedule (CDM) 184 28-Oct-13 10-Jul-14 0

Phase 1APhase 1APhase 1A 117 28-Oct-13 08-Apr-14 0P00 SA NTP 0 28-Oct-13* 0 P01, P99, P1PMP01 CDM Task 1 - PQM/ Kick-Off/ SCADA Goals Workshop 5 28-Oct-13 01-Nov-13 0 P00 P03, P02, P08, P01D1,

P01D2

P01D1 CDM Task 1 Deliverable - Workshop Meeting Minutes 0 01-Nov-13 26 P01 P01D1RevP01D2 CDM Task 1 Deliverable - Risk Register 0 01-Nov-13 0 P01 P01D2RevP08 CDM Task 8 - Evaluate System Alternative (ClearSCADA) 15 04-Nov-13 22-Nov-13 11 P01 P08D1P01D1Rev SA Task 1 Deliverable - Workshop Meeting Minutes - SA Review and Approval 5 04-Nov-13 08-Nov-13 26 P01D1 P02, P22P01D2Rev SA Task 1 Deliverable - Risk Register - SA Review and Approval 5 04-Nov-13 08-Nov-13 0 P01D2 P03, P22P03 CDM Task 3 - Review Existing Documents 6 11-Nov-13 18-Nov-13 0 P01, P01D2Rev P03D1P02 CDM Task 2 - Quality Assurance/ Quality Control Plan 5 11-Nov-13 15-Nov-13 26 P01, P01D1Rev P02D1P02D1 CDM Task 2 Deliverable - QA Plan 0 15-Nov-13 26 P02 P02D1RevP02D1Rev SA Task 2 Deliverable - QA Plan - SA Review and Approval 5 18-Nov-13 22-Nov-13 26 P02D1 P20, P17, P05, P06, P15,

P12, P22

P03D1 CDM Task 3 Deliverable - List of Assumptions 0 18-Nov-13 0 P03 P03D1RevP03D1Rev SA Task 3 Deliverable - List of Assumptions - SA Review and Approval 5 19-Nov-13 25-Nov-13 0 P03D1 P04, P22P08D1 CDM Task 8 Deliverable - System Alternative Recommendation 0 22-Nov-13 11 P08 P08D1RevP05 CDM Task 5 - Alarm Philosophy Workshops 5 25-Nov-13 29-Nov-13 46 P02D1Rev P05D1P15 CDM Task 15 - Cyber Security Workshop 5 25-Nov-13 29-Nov-13 26 P02D1Rev P15D1P08D1Rev SA Task 8 Deliverable - System Alternative Recommendation - SA Review and Approval 5 25-Nov-13 29-Nov-13 11 P08D1 P09, P10, P22P04 CDM Task 4 - Initial Field Investigations 20 26-Nov-13 23-Dec-13 0 P03D1Rev P04D1, P04D2, P04D3

P05D1 CDM Task 5 Deliverable - Alarm Philosophy Tech Memo 0 29-Nov-13 46 P05 P05D1RevP15D1 CDM Task 15 Deliverable - Cyber Security Tech Memo 0 29-Nov-13 26 P15 P15D1RevP09 CDM Task 9 - System Alternative Vendor Discussions (Optional Allowance Item) 5 02-Dec-13 06-Dec-13 11 P08D1Rev P09D1P05D1Rev SA Task 5 Deliverable - Alarm Philosophy Tech Memo - SA Review and Approval 5 02-Dec-13 06-Dec-13 46 P05D1 P07, P11, P22P15D1Rev SA Task 15 Deliverable - Cyber Security Tech Memo - SA Review and Approval 5 02-Dec-13 06-Dec-13 26 P15D1 P16, P21, P18, P22P09D1 CDM Task 9 Deliverable - System Alternative Recommendation Update 0 06-Dec-13 11 P09 P09D1RevP12 CDM Task 12 - SCADA Impact and Use Workshop 5 09-Dec-13 13-Dec-13 41 P02D1Rev P12D1P09D1Rev SA Task 9 Deliverable - System Alternative Recommendation Update - SA Review and Approval 5 09-Dec-13 13-Dec-13 11 P09D1 P10, P22P12D1 CDM Task 12 Deliverable - SCADA Impact and Use Tech Memo 0 13-Dec-13 41 P12 P12D1RevP10 CDM Task 10 - Selection of HMI and PLC System 5 16-Dec-13 20-Dec-13 11 P08D1Rev, P09D1Rev P10D1

P12D1Rev SA Task 12 Deliverable - SCADA Impact and Use Tech Memo - SA Review and Approval 5 16-Dec-13 20-Dec-13 41 P12D1 P13, P22P10D1 CDM Task 10 Deliverable - SCADA Software and Hardware Tech Memo 0 20-Dec-13 11 P10 P10D1RevP10D1Rev SA Task 10 Deliverable - SCADA Software and Hardware Tech Memo - SA Review and Approval 5 23-Dec-13 27-Dec-13 11 P10D1 P16, P18, P21, P19, P11,

P22

P04D1 CDM Task 4 Deliverable - Preliminary Site Survey Report 0 23-Dec-13 0 P04 P04D1RevP04D2 CDM Task 4 Deliverable - Process and Instrumentation Diagrams 0 23-Dec-13 0 P04 P04D2RevP04D3 CDM Task 4 Deliverable - Updated Project Risk Register 0 23-Dec-13 0 P04 P04D3RevP06 CDM Task 6 - Report Definition Workshops 5 24-Dec-13 30-Dec-13 51 P02D1Rev P06D1P04D1Rev SA Task 4 Deliverable - Preliminary Site Survey Report - SA Review and Approval 5 24-Dec-13 30-Dec-13 0 P04D1 P16, P07, P14, P22P04D2Rev SA Task 4 Deliverable - Process and Instrumentation Diagrams - SA Review and Approval 5 24-Dec-13 30-Dec-13 0 P04D2 P14, P16, P07, P22P04D3Rev SA Task 4 Deliverable - Updated Project Risk Register - SA Review and Approval 5 24-Dec-13 30-Dec-13 0 P04D3 P14, P16, P07, P22P19 CDM Task 19 - Control Panel Design Workshops 5 30-Dec-13 03-Jan-14 31 P10D1Rev P19D1P06D1 CDM Task 6 Deliverable - Report Templates 0 30-Dec-13 51 P06 P06D1RevP14 CDM Task 14 - Remote Security Workshops 5 31-Dec-13 06-Jan-14 0 P04D3Rev, P04D2Rev,

P04D1RevP14D1

P07 CDM Task 7 - Process Control Narrative Workshops 10 31-Dec-13 13-Jan-14 30 P05D1Rev, P04D1Rev, P04D2Rev, P04D3Rev

P07D1, P07D2, P07D3

P06D1Rev SA Task 6 Deliverable - Report Templates - SA Review and Approval 5 31-Dec-13 06-Jan-14 51 P06D1 P21, P22P19D1 CDM Task 19 Deliverable - Control Panel Design Tech Memo 0 03-Jan-14 31 P19 P19D1RevP19D1Rev SA Task 19 Deliverable - Control Panel Design Tech Memo - SA Review and Approval 5 06-Jan-14 10-Jan-14 31 P19D1 P20, P22P14D1 CDM Task 14 Deliverable - Remote Site Security Tech Memo 0 06-Jan-14 0 P14 P14D1RevP14D1Rev SA Task 14 Deliverable - Remote Site Security Tech Memo - SA Review and Approval 5 07-Jan-14 13-Jan-14 0 P14D1 P16, P21, P18, P22P07D1 CDM Task 7 Deliverable - Process Control Narrative 0 13-Jan-14 30 P07 P07D1RevP07D2 CDM Task 7 Deliverable - Backup Operations Tech Memo 0 13-Jan-14 30 P07 P07D2RevP07D3 CDM Task 7 Deliverable - Updated P&ID 0 13-Jan-14 30 P07 P07D3RevP11 CDM Task 11 - HMI Design Standard Workshops 10 14-Jan-14 27-Jan-14 31 P05D1Rev, P10D1Rev P11D1, P11D2

P16 CDM Task 16 - Communications Media Evaluation (Optional Allowance Item) 20 14-Jan-14 10-Feb-14 0 P04D1Rev, P10D1Rev, P14D1Rev, P15D1Rev, P04D2Rev, P04D3Rev

P16D1

P07D1Rev SA Task 7 Deliverable - Process Control Narrative - SA Review and Approval 5 14-Jan-14 20-Jan-14 30 P07D1 P22P07D2Rev SA Task 7 Deliverable - Backup Operations Tech Memo - SA Review and Approval 5 14-Jan-14 20-Jan-14 30 P07D2 P22P07D3Rev SA Task 7 Deliverable - Updated P&ID - SA Review and Approval 5 14-Jan-14 20-Jan-14 30 P07D3 P22P11D1 CDM Task 11 Deliverable - Graphics Template 0 27-Jan-14 31 P11 P11D1Rev

Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct2014

NTPTask 1 - PQM/ Kick-Off/ SCADA Goals Workshop

Task 1 Deliverable - Workshop Meeting MinutesTask 1 Deliverable - Risk Register

Task 8 - Evaluate System Alternative (ClearSCADA)Task 1 Deliverable - Workshop Meeting Minutes - SA Review and ApprovalTask 1 Deliverable - Risk Register - SA Review and Approval

Task 3 - Review Existing DocumentsTask 2 - Quality Assurance/ Quality Control PlanTask 2 Deliverable - QA Plan

Task 2 Deliverable - QA Plan - SA Review and Approval

Task 3 Deliverable - List of AssumptionsTask 3 Deliverable - List of Assumptions - SA Review and Approval

Task 8 Deliverable - System Alternative RecommendationTask 5 - Alarm Philosophy WorkshopsTask 15 - Cyber Security WorkshopTask 8 Deliverable - System Alternative Recommendation - SA Review and Approval

Task 4 - Initial Field Investigations

Task 5 Deliverable - Alarm Philosophy Tech MemoTask 15 Deliverable - Cyber Security Tech Memo

Task 9 - System Alternative Vendor Discussions (Optional Allowance Item)Task 5 Deliverable - Alarm Philosophy Tech Memo - SA Review and ApprovalTask 15 Deliverable - Cyber Security Tech Memo - SA Review and ApprovalTask 9 Deliverable - System Alternative Recommendation Update

Task 12 - SCADA Impact and Use WorkshopTask 9 Deliverable - System Alternative Recommendation Update - SA Review and ApprovalTask 12 Deliverable - SCADA Impact and Use Tech Memo

Task 10 - Selection of HMI and PLC System

Task 12 Deliverable - SCADA Impact and Use Tech Memo - SA Review and ApprovalTask 10 Deliverable - SCADA Software and Hardware Tech Memo

Task 10 Deliverable - SCADA Software and Hardware Tech Memo - SA Review and Appr

Task 4 Deliverable - Preliminary Site Survey ReportTask 4 Deliverable - Process and Instrumentation DiagramsTask 4 Deliverable - Updated Project Risk Register

Task 6 - Report Definition WorkshopsTask 4 Deliverable - Preliminary Site Survey Report - SA Review and ApprovalTask 4 Deliverable - Process and Instrumentation Diagrams - SA Review and ApprovalTask 4 Deliverable - Updated Project Risk Register - SA Review and Approval

Task 19 - Control Panel Design WorkshopsTask 6 Deliverable - Report Templates

Task 14 - Remote Security Workshops

Task 7 - Process Control Narrative Workshops

Task 6 Deliverable - Report Templates - SA Review and ApprovalTask 19 Deliverable - Control Panel Design Tech Memo

Task 19 Deliverable - Control Panel Design Tech Memo - SA Review and ApprovalTask 14 Deliverable - Remote Site Security Tech Memo

Task 14 Deliverable - Remote Site Security Tech Memo - SA Review and ApprovalTask 7 Deliverable - Process Control NarrativeTask 7 Deliverable - Backup Operations Tech MemoTask 7 Deliverable - Updated P&ID

Task 11 - HMI Design Standard Workshops

Task 16 - Communications Media Evaluation (Optional Allowance Item)

Task 7 Deliverable - Process Control Narrative - SA Review and ApprovalTask 7 Deliverable - Backup Operations Tech Memo - SA Review and ApprovalTask 7 Deliverable - Updated P&ID - SA Review and Approval

Task 11 Deliverable - Graphics Template

Prince William County SA 2113 SCADA Replacement Phase I Pilot Schedule Printed on 03-Sep-13 08:51

Actual WorkRemaining Work

Critical Remaining WorkWBS Summary & Lvl Effort

MilestoneSummary

Page 1 of 3 TASK filter: Pilot Schedule.

(c) Primavera Systems, Inc.

Activity ID Responsibility Activity Name OriginalDuration

Start Finish Total Float Predecessors Successors Notes

P11D2 CDM Task 11 Deliverable - HMI Design Standards Tech Memo 0 27-Jan-14 31 P11 P11D2RevP13 CDM Task 13 - Control Room Design Workshop 5 28-Jan-14 03-Feb-14 41 P12D1Rev P13D1, P13D2P11D1Rev SA Task 11 Deliverable - Graphics Template - SA Review and Approval 5 28-Jan-14 03-Feb-14 31 P11D1 P22P11D2Rev SA Task 11 Deliverable - HMI Design Standards Tech Memo - SA Review and Approval 5 28-Jan-14 03-Feb-14 31 P11D2 P22P13D1 CDM Task 13 Deliverable - Conceptual Floor Plan 0 03-Feb-14 41 P13 P13D1RevP13D2 CDM Task 13 Deliverable - Control Room Design Tech Memo 0 03-Feb-14 41 P13 P13D2RevP17 CDM Task 17 - Performance Metrics Workshops 5 04-Feb-14 10-Feb-14 61 P02D1Rev P17D1P13D1Rev SA Task 13 Deliverable - Conceptual Floor Plan - SA Review and Approval 5 04-Feb-14 10-Feb-14 41 P13D1 P18, P22P13D2Rev SA Task 13 Deliverable - Control Room Design Tech Memo - SA Review and Approval 5 04-Feb-14 10-Feb-14 41 P13D2 P18, P22P16D1 CDM Task 16 Deliverable - Communications Media Performance Tech Memo 0 10-Feb-14 0 P16 P16D1RevP17D1 CDM Task 17 Deliverable - Performance Metrics Tech Memo 0 10-Feb-14 61 P17 P17D1RevP18 CDM Task 18 - HMI/PLC Standard System Products Workshop 5 11-Feb-14 17-Feb-14 25 P10D1Rev, P13D1Rev,

P14D1Rev, P15D1Rev, P13D2Rev

P18D1

P16D1Rev SA Task 16 Deliverable - Communications Media Performance Tech Memo - SA Review and Approval 5 11-Feb-14 17-Feb-14 0 P16D1 P21, P22

P17D1Rev SA Task 17 Deliverable - Performance Metrics Tech Memo - SA Review and Approval 5 11-Feb-14 17-Feb-14 61 P17D1 P22P18D1 CDM Task 18 Deliverable - HMI/PLC Standard System Products Tech Memo 0 17-Feb-14 25 P18 P18D1RevP20 CDM Task 20 - Electrical Installation Standards Workshops 5 18-Feb-14 24-Feb-14 31 P02D1Rev, P19D1Rev P20D1

P21 CDM Task 21 - System Architecture Design Workshops 5 18-Feb-14 24-Feb-14 0 P06D1Rev, P10D1Rev, P14D1Rev, P16D1Rev, P15D1Rev

P21D1

P18D1Rev SA Task 18 Deliverable - HMI/PLC Standard System Products Tech Memo - SA Review and Approval 5 18-Feb-14 24-Feb-14 25 P18D1 P22

P20D1 CDM Task 20 Deliverable - Electrical Conduit and Wire Tech Memo 0 24-Feb-14 31 P20 P20D1RevP21D1 CDM Task 21 Deliverable - System Architecture Documents 0 24-Feb-14 0 P21 P21D1RevP20D1Rev SA Task 20 Deliverable - Electrical Conduit and Wire Tech Memo - SA Review and Approval 5 25-Feb-14 03-Mar-14 31 P20D1 P22P21D1Rev SA Task 21 Deliverable - System Architecture Documents - SA Review and Approval 5 25-Feb-14 03-Mar-14 0 P21D1 P22P22 CDM Task 22 - Basis of Design Documents 20 04-Mar-14 31-Mar-14 0 P01D1Rev, P01D2Rev,

P02D1Rev, P03D1Rev, P04D1Rev, P04D2Rev, P04D3Rev P05D1Rev P0

P22D1, PX1A

P22D1 CDM Task 22 Deliverable - Basis of Design Deliverable Presentation 0 31-Mar-14 0 P22 P22D1Rev, PX1AP22D1Rev SA Task 22 Deliverable - Basis of Design Deliverable - SA Review and Approval 5 01-Apr-14 07-Apr-14 0 P22D1 PX1APX1A SA Phase 1A Complete 0 08-Apr-14 0 P22D1Rev, P22, P22D1 P99, P23, P24, P25

Phase 1BPhase 1BPhase 1B 67 09-Apr-14 10-Jul-14 0P23 CDM Task 23 - System Documentation Workshops 5 09-Apr-14 15-Apr-14 7 PX1A P23D1P24 CDM Task 24 - Detailed Site Surveys 12 09-Apr-14 24-Apr-14 0 PX1A P24D1, P24D2, P24D3,

P24D4Detailed site surveys to be performed and delivered per site

P25 CDM Task 25 - SCADA Programming and Configuration Standards 10 09-Apr-14 22-Apr-14 4 PX1A P25D1P23D1 CDM Task 23 Deliverable - System Documentation Tech Memo 0 15-Apr-14 7 P23 P23D1RevP24D1 CDM Task 24 Deliverable - Final Site Survey Report 0 15-Apr-14 0 P24 P24D1RevP24D2 CDM Task 24 Deliverable - Updated P&IDs 0 15-Apr-14 0 P24 P24D2RevP24D3 CDM Task 24 Deliverable - Updated Process Control Narratives 0 15-Apr-14 0 P24 P24D3RevP24D4 CDM Task 24 Deliverable - Updated Risk Register 0 15-Apr-14 0 P24 P24D4RevP23D1Rev SA Task 23 Deliverable - System Documentation Tech Memo - SA Review and Approval 5 16-Apr-14 22-Apr-14 7 P23D1 P30P24D1Rev SA Task 24 Deliverable - Final Site Survey Report - SA Review and Approval 12 16-Apr-14 01-May-14 0 P24D1 P28, P30P24D2Rev SA Task 24 Deliverable - Updated P&IDs - SA Review and Approval 12 16-Apr-14 01-May-14 0 P24D2 P28, P30P24D3Rev SA Task 24 Deliverable - Updated Process Control Narratives - SA Review and Approval 12 16-Apr-14 01-May-14 0 P24D3 P28, P30P24D4Rev SA Task 24 Deliverable - Updated Risk Register - SA Review and Approval 12 16-Apr-14 01-May-14 0 P24D4 P28, P30P25D1 CDM Task 25 Deliverable - SCADA Programming and Configuration Standards 0 22-Apr-14 4 P25 P25D1RevP25D1Rev SA Task 25 Deliverable - SCADA Programming and Configuration Standards - SA Review and Approval 5 23-Apr-14 29-Apr-14 4 P25D1 P26, P27, P29, P30

P26 CDM Task 26 - Testing Plan 5 30-Apr-14 06-May-14 19 P25D1Rev P26D1P27 CDM Task 27 - Training Plan 5 30-Apr-14 06-May-14 19 P25D1Rev P27D1P29 CDM Task 29 - Standard Programming Blocks 20 30-Apr-14 27-May-14 4 P25D1Rev P29D1P30 CDM Task 30 - Pre-Final Design Package 30 02-May-14 12-Jun-14 0 P23D1Rev, P25D1Rev,

P26D1Rev, P27D1Rev, P28D1Rev, P29D1Rev, P24D1Rev P24D2Rev P2

P30D1 Pre-Final design package to be delivered per site

P26D1 CDM Task 26 Deliverable - SCADA Testing Plan 0 06-May-14 19 P26 P26D1RevP27D1 CDM Task 27 Deliverable - SCADA Training Plan 0 06-May-14 19 P27 P27D1RevP28 CDM Task 28 - Cut-Over Planning Workshops 8 07-May-14 16-May-14 14 P24D1Rev, P24D2Rev,

P24D3Rev, P24D4RevP28D1, P28D2

P26D1Rev SA Task 26 Deliverable - SCADA Testing Plan - SA Review and Approval 5 07-May-14 13-May-14 19 P26D1 P30P27D1Rev SA Task 27 Deliverable - SCADA Training Plan - SA Review and Approval 5 07-May-14 13-May-14 19 P27D1 P30P30D1 CDM Task 30 Deliverable - Pre-Final Design Package Presentation 0 15-May-14 0 P30 P30D1RevP30D1Rev SA Task 30 Deliverable - Pre-Final Design Package - SA Review and Approval 30 16-May-14 26-Jun-14 0 P30D1 P31P28D1 CDM Task 28 Deliverable - Pilot Site Cut-Over Plan 0 16-May-14 14 P28 P28D1RevP28D2 CDM Task 28 Deliverable - Updated Risk Register 0 16-May-14 14 P28 P28D2Rev

Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct2014

Task 11 Deliverable - HMI Design Standards Tech MemoTask 13 - Control Room Design WorkshopTask 11 Deliverable - Graphics Template - SA Review and ApprovalTask 11 Deliverable - HMI Design Standards Tech Memo - SA Review and ApTask 13 Deliverable - Conceptual Floor PlanTask 13 Deliverable - Control Room Design Tech Memo

Task 17 - Performance Metrics WorkshopsTask 13 Deliverable - Conceptual Floor Plan - SA Review and ApprovalTask 13 Deliverable - Control Room Design Tech Memo - SA Review and ATask 16 Deliverable - Communications Media Performance Tech MemoTask 17 Deliverable - Performance Metrics Tech Memo

Task 18 - HMI/PLC Standard System Products Workshop

Task 16 Deliverable - Communications Media Performance Tech Memo -

Task 17 Deliverable - Performance Metrics Tech Memo - SA Review and Task 18 Deliverable - HMI/PLC Standard System Products Tech Memo

Task 20 - Electrical Installation Standards Workshops

Task 21 - System Architecture Design Workshops

Task 18 Deliverable - HMI/PLC Standard System Products Tech Memo

Task 20 Deliverable - Electrical Conduit and Wire Tech MemoTask 21 Deliverable - System Architecture Documents

Task 20 Deliverable - Electrical Conduit and Wire Tech Memo - SA RTask 21 Deliverable - System Architecture Documents - SA Review a

Task 22 - Basis of Design Documents

Task 22 Deliverable - Basis of Design Deliverable PresentatTask 22 Deliverable - Basis of Design Deliverable - SA RePhase 1A Complete

Task 23 - System Documentation WorkshopsTask 24 - Detailed Site Surveys

Task 25 - SCADA Programming and Configuration STask 23 Deliverable - System Documentation Tech MeTask 24 Deliverable - Final Site Survey ReportTask 24 Deliverable - Updated P&IDsTask 24 Deliverable - Updated Process Control NarratiTask 24 Deliverable - Updated Risk Register

Task 23 Deliverable - System Documentation Tech MTask 24 Deliverable - Final Site Survey Report - STask 24 Deliverable - Updated P&IDs - SA ReviewTask 24 Deliverable - Updated Process Control NaTask 24 Deliverable - Updated Risk Register - SA

Task 25 Deliverable - SCADA Programming and ConTask 25 Deliverable - SCADA Programming and C

Task 26 - Testing PlanTask 27 - Training Plan

Task 29 - Standard Programming BlocksTask 30 - Pre-Final Design Package

Task 26 Deliverable - SCADA Testing PlanTask 27 Deliverable - SCADA Training Plan

Task 28 - Cut-Over Planning Workshops

Task 26 Deliverable - SCADA Testing Plan - STask 27 Deliverable - SCADA Training Plan - Task 30 Deliverable - Pre-Final Design Packa

Task 30 Deliverable - Pre-Final Task 28 Deliverable - Pilot Site Cut-Over PlaTask 28 Deliverable - Updated Risk Register

Prince William County SA 2113 SCADA Replacement Phase I Pilot Schedule Printed on 03-Sep-13 08:51

Actual WorkRemaining Work

Critical Remaining WorkWBS Summary & Lvl Effort

MilestoneSummary

Page 2 of 3 TASK filter: Pilot Schedule.

(c) Primavera Systems, Inc.

Activity ID Responsibility Activity Name OriginalDuration

Start Finish Total Float Predecessors Successors Notes

P28D1Rev SA Task 28 Deliverable - Pilot Site Cut-Over Plan - SA Review and Approval 5 19-May-14 23-May-14 14 P28D1 P30P28D2Rev SA Task 28 Deliverable - Updated Risk Register - SA Review and Approval 5 19-May-14 23-May-14 14 P28D2 P30P29D1 CDM Task 29 Deliverable - Standard PLC Programming Blocks 0 27-May-14 4 P29 P29D1RevP29D1Rev SA Task 29 Deliverable - Standard PLC Programming Blocks - SA Review and Approval 5 28-May-14 03-Jun-14 4 P29D1 P30P31 CDM Task 31 - Final Design Package 5 27-Jun-14 03-Jul-14 0 P30D1Rev P31D1P31D1 CDM Task 31 Deliverable - Final Design Package 0 03-Jul-14 0 P31 P31D1RevP31D1Rev SA Task 31 Deliverable - Final Design Package - SA Review and Approval 5 04-Jul-14 10-Jul-14 0 P31D1 PX1BPX1B SA Phase 1B Complete 0 10-Jul-14 0 P31D1Rev P1PM

Phase 1 PrPhase 1 Project ManagePhase 1 Project Management 184 28-Oct-13 10-Jul-14 0P1PM SA/CDM/M... Phase 1 Project Management 184 28-Oct-13 10-Jul-14 0 P00, PX1B Includes project invoicing, monthly

schedule updates, project progress reporting

Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct2014

Task 28 Deliverable - Pilot Site Cut-Over PTask 28 Deliverable - Updated Risk Regist

Task 29 Deliverable - Standard PLC ProgTask 29 Deliverable - Standard PLC Pr

Task 31 - Final Design PackaTask 31 Deliverable - Final De

Task 31 Deliverable - Final Phase 1B Complete

Phase 1 Project Manageme

Prince William County SA 2113 SCADA Replacement Phase I Pilot Schedule Printed on 03-Sep-13 08:51

Actual WorkRemaining Work

Critical Remaining WorkWBS Summary & Lvl Effort

MilestoneSummary

Page 3 of 3 TASK filter: Pilot Schedule.

(c) Primavera Systems, Inc.

This Agreement Between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers, 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org EXHIBIT B

44

EXHIBIT B Owner’s Consultant: Responsibilities and Limitation of Authority

This is EXHIBIT B, consisting of pages 44 and 45, referred to in and part of the Agreement between Owner and Design/Builder for Preliminary Services dated XX.

1 INTRODUCTION Owner’s Consultant - The Owner’s Consultant shall act as the Owner’s representative during the design of the Project. The duties and responsibilities and limitation of authority of the Owner’s Consultant as the Owner’s representative shall be as set forth herein and in the Contract Documents and in the Owner’s Consultant’s Agreement with the Owner and shall not be extended without the written consent of the Owner and may include but are not limited to those as described herein.

Through more extensive observations of the work in progress, Owner’s Consultant shall endeavor to provide protection for Owner against defects and deficiencies in the work of the Design/Builder; but the furnishing of such services shall not make Owner’s Consultant responsible for Design/Builder’s failure to perform the services in accordance with the Contract Documents.

2 OWNER’S CONSULTANT RESPONSIBILITIES 2.1 Review the schedule prepared by the Design/Builder and consult with Owner concerning

acceptability.

2.2 Conduct and/or attend meetings with Design/Builder, including but not limited to workshops on the basis of the design, monthly design review, progress meetings and other design-related meetings and prepare and issue a record thereof.

2.3 Serve as Owner’s liaison with Design/Builder during the design phase, working principally through Design/Builder’s Project manager and Design Professional and assist in understanding the intent of the Contract Documents.

2.4 All official correspondence between the Owner and the Design/Builder and between the Design/Builder and the Owner shall pass through the Owner’s Consultant.

2.5 Monitor and report on design progress as outlined in EXHIBIT E, and assist Owner and Design/Builder with constructability reviews, cost estimation and alternative design evaluation, if any.

2.6 Review deliverables submitted by the Design/Builder and advise Owner on the acceptability thereof.

This Agreement Between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers, 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org EXHIBIT B

45

2.7 Report to Owner when clarifications and interpretations of the Contract Documents are needed and transmit to Design/Builder clarifications and interpretations as issued by the Owner.

2.8 Consider and evaluate Design/Builder’s suggestions for modifications in Drawings or Specifications and report with recommendations to Owner. Transmit to Design/Builder decisions as issued by Owner.

2.9 Maintain at the job Pilot Site orderly files for correspondence, progress and meeting reports, reproductions of original Contract Documents including all Changes, Addenda and Change Orders, Owner clarifications and interpretations of the Contract Documents, and other Project related documents.

2.10 Furnish Owner all reports as required of the progress of the services required by this Agreement and of Design/Builder’s compliance with the progress schedule, as outlined in EXHIBIT A, Attachment 1.

2.11 Review applications for payment with Design/Builder for compliance with the established procedure for their submission. Review the applications for payment for accuracy and compliance with the terms of the Agreement, such as task completed, hours worked, billing rates, and other requirements in EXHIBIT D. Forward the applications to Owner with recommendations for disbursement or dispute, noting particularly the relationship of the payment requested to not to exceed amount and the schedule.

2.12 Other duties as may be assigned.

3 OWNER’S CONSULTANT LIMITATION OF AUTHORITY 3.1 The Owner’s Consultant shall not authorize any deviation from the Contract Documents

or substitution of materials or equipment, unless authorized by Owner. No oral deviations from the Contract Documents or substitution of materials or equipment allegedly or actually given by Owner’s Consultant shall be binding on Owner.

3.2 The Owner’s Consultant shall not exceed limitations of Owner’s Consultant’s authority as set forth in the Agreement or the Contract Documents.

3.3 The Owner’s Consultant shall not undertake any of the responsibilities of Design/Builder.

3.4 The Owner’s Consultant shall not advise on, issue directions relative to or assume control over any aspect of the services required by the Contract Documents.

This Agreement Between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers, 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org EXHIBIT C

46

EXHIBIT C Additional Owner’s Responsibilities

This is EXHIBIT C, consisting of page 46, referred to in and part of the Agreement between Owner and Design/Builder for Preliminary Services dated XX.

1. FURTHER RESPONSIBILITIES OF OWNER 1.1 In addition to other responsibilities of Owner as set forth in this Agreement, Owner shall:

A. Prepare and provide to Design/Builder the Agreement, General Conditions, Supplementary Conditions, and Bond Forms.

B. Furnish Design/Builder with available criteria and available information as to Owner's requirements for the Project, including design objectives and constraints, space, capacity and performance criteria, flexibility and expandability, and any budgetary limitations.

C. Furnish basic criteria for design and construction standards which Owner will require to be included in future Contract Documents to be developed by the Design/Builder.

D. Furnish to Design/Builder any other information, possessed by the Owner, pertinent to the Project including reports and data relative to previous designs, or investigation at or adjacent to the Pilot Site.

E. Make available to the Design/Builder office space belonging to the Owner for the performance of the Design/Builder’s Work under Agreement.

F. Additional Owner responsibilities: None.

This Agreement Between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers, 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org EXHIBIT D

47

EXHIBIT D Payments to Design/Builder for Services and Reimbursable Expenses

This is EXHIBIT D including Appendix 1, consisting of pages 47 through 54, referred to in and part of the Agreement between Owner and Design/Builder for Preliminary Services dated, XX.

1. PAYMENTS TO DESIGN/BUILDER – HOURLY RATES 1.1 Owner shall pay Design/Builder for the Work as follows:

A. Hourly Rates: Design/Builder’s Hourly Rates Schedule is set forth in EXHIBIT D, Appendix 1, Table 1 for labor categories as described in a table of years of experience, job description and level of responsibility provided by the Design Builder and treated as proprietary information by the Owner.

B. Maximum Hours per Task: Owner shall pay Design/Builder for total hours worked in accordance with to EXHIBIT D, Appendix 1, Table 3.

C. Reimbursable Expenses: Owner shall pay Design/Builder for Reimbursable Expenses according to EXHIBIT D, Appendix 1, Table 2, and includes:

a) The documented costs incurred by the Design Builder for items listed as reimbursable in Appendix 1, Table 2 at cost.

D. For Design/Builder’s Subcontractor’s Charges: Whenever compensation to Design/Builder herein is stated to include charges of Design/Builder's approved Subcontractors, those charges to Owner shall be the amounts billed to Design/Builder times a factor of 1.125.

1.2 Progress Payments

The total compensation for services under Phase 1A shall be no greater than the Not to Exceed Total of $382,106, as outlined in Appendix 1 Table 3 and the total compensation for services under Phase 1B shall be no greater than the Not to Exceed Total of $270,164, as outlined in Appendix 1 Table 4. Total compensation for service under this agreement shall not exceed $652,270. The Not to Exceed Totals in Tables 3 and 4 are binding on the parties, unless modified by mutual agreement.

A. Upon submittal, review and approval of any set of deliverables in Tables 3 and 4, Design/Builder shall be entitled to compensation for hours expended on the production of the deliverable, documented

This Agreement Between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers, 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org EXHIBIT D

48

reimbursable expenses of the Design/Builder and documented Subcontractor costs charged to the Design/Builder, up to the not to exceed Amount for the deliverable amount.

1.3 Invoicing (for T&M, not to exceed Work)

A. Design/Builder invoices must consist of the following:

a) Name of Project, Contract Number, Purchase Order Number.

b) Dates services were provided.

c) Summary of deliverables or work achieved during the specified billing period, including:

i. Details of the work performed in accordance with the schedule of values; and

ii. Name of employee doing work, iii. Total hours of work performed by employee per task, iv. Employee’s hourly rate and v. Employee Labor Grade Category.

d) Invoice(s), and the accompanying report, shall clearly state the line item number, description, quantity, and rate/unit price.

e) Summary of Hourly Rate costs and ODC’s with accrual of the total and credits for portions previously paid. Expressly state amount billed to date.

f) Documentation of Design/Builder’s internal expenses by Design/Builder’s appropriate cost accounting forms with a summary of charges by category.

g) Supporting documentation to evidence billing from and payment to sub-contractors and for ODC’s.

h) Invoices shall be submitted in accordance with the submittal requirements as outlined in EXHIBIT G.

1.4 Backup for past and current invoices

A. When requested by Owner, Design/Builder shall provide backup for past and current invoices that record hours, hourly rates and expenses so that total hours and costs by tasks may be determined.

This Agreement Between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers, 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org EXHIBIT D

49

EXHIBIT D – Appendix 1 Table 1

Maximum Standard Hourly Rates by Labor Category

Billing Labor Category Raw Salary Range Factor Hourly Rate Range

Professional Gr. 9 $62.18 $100.00 2.9 $180.32 $290.00

Professional Gr. 8 $54.99 $90.57 2.9 $159.47 $262.65

Professional Gr. 7 $47.50 $78.96 2.9 $137.75 $228.98

Professional Gr. 6 $40.87 $69.02 2.9 $118.52 $200.16

Professional Gr. 5 $35.86 $59.69 2.9 $103.99 $173.10

Professional Gr. 4 $32.91 $50.54 2.9 $95.44 $146.57

Professional Gr. 3 $29.33 $44.32 2.9 $85.06 $128.53

Technician Gr. 2 $26.13 $39.10 2.9 $75.78 $113.39

Technician Gr. 1 $23.59 $34.20 2.9 $68.41 $99.18

Quality Assurance Manager

$66.96 $90.57 2.9 $194.18 $262.65

Project Manager $47.50 $78.96 2.9 $137.75 $228.98

Administration Staff $17.77 $42.74 2.9 $51.53 $123.95

This Agreement Between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers, 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org EXHIBIT D

50

EXHIBIT D – Appendix 1 Table 2

Cost Breakdown

Cost Reimbursable Overhead/

Non-Reimbursable Hourly Rate

Design/Builder Staff Assigned to the Work

X

Design/Builder Staff Not Assigned to the Work

X

Subcontracted Specialty Services

X

Outside Reproduction Services X • Photocopying, printing or

binding of drawings specifications, renderings, and other documents

• Printing, mounting, laminating and/or physically preparing presentation materials

Computer Usage and Software Maintenance Charges

X

• Hosting Charges for Project Specific Tools

X

Federal, State, and Local Regulatory Fees, including OSHA Health & Safety

X

• Applications Fees • Permits Fees • Permit Modification Fees • Filing Fees • Public Information and

Document Requests fees

Work Travel > 50 Miles and Subsistence Expenses

X

Work Equipment Expenses X

This Agreement Between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers, 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org EXHIBIT D

51

Cost Reimbursable Overhead/

Non-Reimbursable Hourly Rate

(Rental or Purchase), excluding computer and communication usage

Overhead Salaries X

Overtime X

Bonuses & Incentives X

Retirement Pay X

Social Security X Federal and State Unemployment Allowances X

Insurance Generally Required for the Industry/Firm X

Insurance or Bonds if Required by the Owner specifically for the Project

X

Pension Plan Costs X Allowances for Vacation, Sick leave, and Holiday Pay X

Buildings X Taxes; excepting taxes (sales tax) associated with specific Other Direct Costs

X

Licenses X Support Services (i.e. Cleaning, Storage, Utilities) X

Storage Related to the Work on the jobsite X

Non-Work Related Travel and Subsistence X

Costs/Expenses Recoverable by Insurance X

Costs/Expenses Related to Design/Builder’s Default or Breach of Contract

X

This Agreement Between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers, 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org EXHIBIT D

52

Cost Reimbursable Overhead/

Non-Reimbursable Hourly Rate

Recruiting and Advertising Costs X

Contributions, Donations, Entertainment, or Organizational Membership

X

Fines and Penalties Due to Design/Builder’s Violation or Non-Compliance with Laws and Regulations

X

Design/Builder’s Defective Work X

Interest on borrowed money and associated finance charges X

Costs or expenses not in accordance with this Agreement X

This Agreement Between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers, 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org EXHIBIT D

53

EXHIBIT D – Appendix 1 Table 3 Maximum Estimated Hours for Phase 1A by Task.

SCADA PHASE 1A TASKS ESTIMATED HRS

ESTIMATED AMOUNT TASK

DN-1.0 PQM/Kick-Off/SCADA Goals Workshop 102 $17,696

DN-2.0 Quality Assurance Plan 72 $10,614

DN-3.0 Review Existing Documentation 64 $10,254

DN-4.0 Initial Field Investigations 268 $35,908

DN-5.0 Alarm Philosophy Workshops 94 $14,744

DN-6.0 Report Definition Workshops 78 $11,496

DN-7.0 Process Control Narrative Workshops 180 $26,222

DN-8.0 Evaluate System Alternative – ClearSCADA 144 $21,390

DN-9.0 System Alternative Vendor Discussions (Optional) 104 $16,634

DN-10.0 Selection of HMI and PLC System 34 $5,498

DN-11.0 HMI Design Standards Workshop 198 $26,384

DN-12.0 SCADA Impact and Use Workshop 64 $11,849

DN-13.0 Control Room Design Workshop 91 $15,106

DN-14.0 Remote Site Security Workshop 62 $9,964

DN-15.0 Cyber Security Workshop 80 $13,212

DN-16.0 Communications Media Evaluation (Optional) 76 $12,226

DN-17.0 Performance Metrics Workshop 62 $9,964

DN-18.0 HMI/PLC Standard System Products 47 $7,659

DN-19.0 Control Panel Design Workshops 40 $6,455

DN-20.0 Electrical Installation Standards Workshops 40 $6,455

DN-21.0 System Architecture Design Workshops 92 $14,013

DN-22.0 Basis of Design Deliverable 237 $34,403

Contractor’s Reimbursable Expenses $30,879

Subcontractor’s (Outside Professionals) Cost X 1.125 $13,078

NOT TO EXCEED TOTAL AMOUNT $382,106

This Agreement Between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers, 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org EXHIBIT D

54

EXHIBIT D – Appendix 1 Table 4

Maximum Estimated Hours for Phase 1B by Task.

SCADA PHASE 1B TASKS ESTIMATED HRS

ESTIMATED AMOUNT TASK

DN-23.0 System Documentation Workshop 43 $6,830

DN-24.0 Detailed Site Surveys 141 $17,873

DN-25.0 SCADA Programming and Configuration Standards 116

$15,005

DN-26.0 Testing Plan 37 $5,188

DN-27.0 Training Plan 37 $5,188

DN-28.0 Cut-Over Planning Workshops 115 $15,883

DN-29.0 Standard Programming Blocks 183 $24,073

DN-30.0 Pre-Final Deliverable 662 $84,442

DN-31.0 Final Design Package 43 $5,861

Contractor’s Reimbursable Expenses $316

Subcontractor’s (Outside Professionals) Cost X 1.125 $89,505

NOT TO EXCEED AMOUNT $270,164

This Agreement Between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers, 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org EXHIBIT E

55

EXHIBIT E

Monthly Status Reporting This is EXHIBIT E, consisting of pages 55 and 56, referred to in and part of the Agreement between Owner and Design/Builder for Preliminary Services dated, XX.

Monthly Status Reporting

1 MONTHLY STATUS REPORTING In addition to and separate from the Invoice/Application for Payment documentation, the DESIGN/BUILDER shall provide the OWNER or his designee, with a written Monthly Report and acceptance by the OWNER, detailing the status of ALL ongoing work tasked to and performed by the DESIGN/BUILDER and the DESIGN/BUILDER’S contractors and sub-contractors. At a minimum the Monthly Report shall include the following information:

1.1 Project Summary A. Update Number.

B. Data Date.

C. NTP Date.

D. Contract Duration.

E. Original Contract Completion Date.

F. Current Contract Completion Date.

G. Variance with Current Contract Date.

H. Completion.

1.2 Milestone Analysis Summary 1.3 Critical Path Analysis

A. Explain Critical tasks within the remaining activates.

1.4 Schedule Forecast and Potential Impacts 1.5 Schedule Progress 1.6 Shows work completed

A. Shows work in progress.

B. Shows work started.

This Agreement Between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers, 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org EXHIBIT E

56

1.7 Change Notices A. Change in scope.

B. Change in budget.

C. Change in schedule.

1.8 Requests for Information (RFI’s) A. RFI’s Outstanding by Owner.

B. How many submitted.

C. How many answered.

1.9 Delays and Impacts A. Delays.

B. Impacts.

C. Out of Sequence Progress.

D. Any other daily activity reports.

1.10 Recovery plan for Delay, Impact, and Scope Changes 1.11 Updated Project Risk Register for review and approval

The OWNER reserves the right to change, add or omit any portion of the Monthly report required from the DESIGN/BUILDER.

This Agreement Between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers, 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org EXHIBIT F

57

EXHIBIT F Insurance

This is EXHIBIT F, consisting of pages 57 through 60, referred to in and part of the Agreement between Owner and Design/Builder for Preliminary Services dated XX.

1. INTRODUCTION The Design/Builder shall maintain insurance in the amounts and forms set forth below and shall provide a Certificate of Insurance to the Owner. The Design/Builder shall comply with the insurance requirements set forth in the following paragraphs.

2. INSURANCE COVERAGE TERMS 2.1 The Design/Builder shall be responsible for its work and every part thereof, and for all

materials, equipment, and property of any and all description used in connection therewith.

2.2 The Design/Builder assumes the risk from claims that may arise out of or result from the Design/Builder’s execution of the work, whether such execution be by the company, employees, agents, subcontractors or by anyone for whose acts Design/Builder may be liable. The Design/Builder shall maintain insurance coverage adequate to fully protect Design/Builder from any and all claims for injury and damage resulting by actions above.

2.3 The Design/Builder shall, during the continuance of all work under the contract provide and agree to maintain the following:

A. Worker’s compensation and employer’s liability insurance under the Commonwealth of Virginia statutory requirements, to protect the Design/Builder from any liability or damages for any injuries (including death and disability) to any and all of its employees, volunteers, or Subcontractors, including any and all liability or damage which may arise by virtue of any statute or law in force within the Commonwealth of Virginia, or which may be hereinafter enacted.

B. General liability insurance in the amount prescribed by the Owner, to protect the Design/Builder, its Subcontractors, and the interest of the Owner, against any and all injuries to third parties, including bodily injury and personal injury, wherever located, resulting from any action or operation under the contract or in connection with the contracted work including coverage for explosion, collapse, and underground hazards, where required.

a) Completed operations liability coverage shall continue in force for one year after completion of work.

C. Automobile liability insurance, including property damage, covering all owned, non-owned, borrowed, leased, or rented vehicles operated by the Design/Builder.

This Agreement Between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers, 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org EXHIBIT F

58

D. In addition, all mobile equipment used by the Design/Builder in connection with the contracted work, will be insured under a commercial general liability policy.

E. Liability insurance may be arranged by general liability and automobile liability policies for the full limits required, or by a combination of underlying liability policies for lesser limits with the remaining limits provided by an excess or umbrella liability policy.

F. Professional Liability (Errors and Omissions): a) Professional liability coverage is required at a minimum limit of

$2,000,000. b) The insurer must be licensed to conduct business in the Commonwealth of

Virginia.

G. The Design/Builder shall provide insurance issued by companies admitted within the Commonwealth of Virginia, with the Best’s Key Rating of at least A-:VI.

H. The Design/Builder shall provide the Owner an original, signed certificate of insurance, evidencing such insurance and such endorsements as prescribed herein and shall cooperate with Owner’s reasonable efforts to verify and periodically confirm the validity of such insurance.

I. The Design/Builder will use its best efforts to verify and periodically confirm the validity of Subcontractors’ insurance.

J. No change, cancellation, or non-renewal shall be made in any insurance coverage without a thirty (30) day written notice to the Owner’s Purchasing Manager. The Design/Builder shall furnish a new certificate prior to any change or cancellation date. The failure of the Design/Builder to deliver a new and valid certificate will result in suspension of all payments until the new certificate is furnished to the Owner’s Purchasing Manager.

K. Insurance coverage required in these specifications shall be in force throughout the contract term. Should the Design/Builder fail to provide acceptable evidence of current insurance within five (5) days of written notice at any time during the contract term, the Owner shall have the right to terminate the contract without any further obligation to the Design/Builder, and the Design/Builder shall be liable to the Owner for the entire additional cost of procuring the incomplete portion of the contract at time of termination.

L. Compliance by the Design/Builder and all Subcontractors with the foregoing requirements as to carrying insurance shall not relieve the Design/Builder and all Subcontractors of their liabilities and obligations under this section or under any other section or provisions of the contract.

M. Contractual and other liability insurance provided under the contract shall not contain a supervision, inspection, or services exclusion that would preclude the Owner from supervising and/or inspecting the project as to the end result. The

This Agreement Between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers, 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org EXHIBIT F

59

Design/Builder shall assume all on-the-job responsibilities as to the control of persons directly employed by it and of the Subcontractors and any person employed by the Subcontractor.

N. Nothing contained herein shall be construed as creating any contractual relationship between any Subcontractor and the Owner. The Design/Builder shall be as fully responsible to the Owner for the acts and omissions of the Subcontractors and of person employed by them as it is for acts and omissions of persons directly employed by it.

O. Precaution shall be exercised at all times for the protection of persons (including employees) and property.

P. The Design/Builder and all Subcontractors shall comply with the Occupational Safety and Health Act of 1970, Public Law 91-956, as it may apply to the contract.

Q. If the Design/Builder does not meet the specifications of these insurance requirements, alternate insurance coverage, satisfactory to the Owner’s Purchasing Manager, may be considered.

R. The Owner shall be named additional insured in the general liability policy stated so on the insurance documentation and endorsements.

This Agreement Between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers, 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org EXHIBIT F

60

Coverage Required Minimum Limits

A. Workers Compensation State Statutory Limits of the Commonwealth of VA: Applicable Federal Statutory Employers’ Liability $1,000,000.00 B. Comprehensive General Liability

Bodily Injury Each Occurrence $1,000,000.00 Annual Aggregate $3,000,000.00

Property Damage Each Occurrence $1,000,000.00 Annual Aggregate $3,000,000.00

Property Damage liability insurance will provide explosion, collapse and underground covereges where applicable Personal Injury with employement exclusion deleted

Annual Aggregate $3,000,000.00

C. Comprehensive Automobile Liability

Bodily Injury Each Occurrence $1,000,000.00 Annual Aggregate $3,000,000.00

Property Damage Each Occurrence $1,000,000.00 D. Umbrella – Excess Policies Any combination of primary, umbrella and excess policies providing the limits required will be acceptable E. Professional Service Limits

Design Professional Each Occurrence $2,000,000.00 Annual Aggregate $6,000,000.00

F. Professional Liability

Errors and Omissions Minimum $2,000,000.00

Owner must be named as additional insured on General Liability Policies. (This coverage is primary to all other coverage the Owner may possess.)

30 day cancellation notice required. Best’s Guide Rating A-:VI or Better, or Equiv. The Certificate must state contract No: SA 2113

This Agreement Between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers, 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org EXHIBIT G

61

EXHIBIT G

Submittal, Review and Approval Process of Deliverables This is EXHIBIT G, consisting of pages 61 and 62, referred to in and part of the Agreement between Owner and Design/Builder for Preliminary Services dated XX.

1 PROCEDURES 1.1 Submittals shall be delivered to the Owner’s or Owner’s Consultant.

1.2 Transmit each item under format acceptable to Owner. Formats for documents will be developed as part of the scope of work in Exhibit A. Identify Contractor, subcontractor and major supplier, pertinent drawing sheet and detail number and (if applicable), as appropriate, on each submittal. Provide space for Design/Builder and or Engineer review stamps.

1.3 Each submittal shall be reviewed and approved by the Design/Builder prior to submittal to the Owner for approval, in accordance with the approved QC Plan to be developed under Exhibit A. The Design/Builder’s submittals shall bear the following certification statement:

“By this submittal, I hereby represent that I have reviewed, verified measurements, criteria, materials, dimensions, product data, and similar data and I have checked and coordinated with all previous submitted and approved submittals”.

1.4 Review and approval by the Owner or his designee does not relieve the Design Builder of his sole responsibility for delivery of a complete and working system design under this agreement.

1.5 Submit monthly schedule updates to the baseline schedule in EXHIBIT A, Attachment 1 with schedule narrative in accordance with Exhibit E.

1.6 Comply with progress schedule for submittals related to work progress. Coordinate submittals of related items.

1.7 Submittals will be returned to the Design Builder with the following codes:

Code 1 – “APPROVED” – This code is assigned when there are no notations or

comments on the submittal. When returned under this code the Design Builder may proceed on successive tasks.

Code 2 – “APPROVED AS NOTED” – This code is assigned when a confirmation of the

notations and comments IS NOT required by the Design Builder. The Design Builder may proceed to successive tasks, however, all notations and comments must be incorporated into the final design documents.

This Agreement Between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers, 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org EXHIBIT G

62

Code 3 – “REVISE AND RESUBMIT” – This code is assigned when a thorough review was conducted but rework is required of the Design Builder. The Design Builder shall resubmit within 15 business days and shall not proceed to successive tasks.

Code 4 – “REJECTED” – This code is assigned when a thorough review was not

conducted because there were too many errors to address. In this instance the Design Builder needs to correct all deficiencies in their submittal not just the ones mentioned in the review.

1.8 After Owner review of submittal, revise and resubmit as required, identifying changes made since previous submittal.

1.9 Distribute copies of accepted submittals to concerned persons. Instruct recipients to report promptly any inability to comply with provisions.

This Agreement Between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers, 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org EXHIBIT H

63

EXHIBIT H

Electronic Media This is EXHIBIT H, consisting of page 63, referred to in and part of the Agreement between Owner and Design/Builder for Preliminary Services dated XX.

All documentation shall be delivered in electronic (unlocked) editable format appropriate for the stated purpose as well as Adobe Acrobat (pdf) compatible format: Document Type Document Description Program Version Text • Control Narratives

• Technical Memos Microsoft Word 2010

Spreadsheets • Item Lists, Logs, Tables Microsoft Excel 2010 Drawings, Schematics • Control Panel Drawings

• Wiring Diagrams • Process and

Instrumentation Diagrams

AutoCAD 2010

Database (The complete file) • Native Program Other Source Data files • Native Program

This Agreement Between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers, 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org EXHIBIT I

64

EXHIBIT I

Claims and Dispute Resolution This is EXHIBIT I, consisting of pages 64 and 65, referred to in and part of the Agreement between Owner and Design/Builder for Preliminary Services dated, XX.

1 CLAIMS and DISPUTE RESOLUTION This provision shall be followed for consideration and handling of all claims by the Design/Builder under this Agreement. Section 2.2-4365, VA Code Ann., is not applicable to this Agreement, and under no circumstances is this paragraph to be construed as an administrative appeals procedure governed by Section 2.2-4365, VA Code Ann.

1.1 Notice of the intent to submit a claim setting forth the basis for any claim shall be submitted in writing within 10 days after the occurrence of the event giving rise to the claim, or within ten 10 days of discovering the condition giving rise to the claim, whichever is later. In no event, shall any claim arising out of this contract be filed more than 60 days after the Final Payment by the Service Authority.

1.2 Claims by the Design/Builder with respect to this contract shall be submitted in writing in the first instance for consideration by the Owner’s Authorized Project Representatives (see Owner’s employees designated in Section 7.2 of the Agreement). The Owner’s Authorized Project Representative may render a decision regarding technical aspects of the Work or for claims, of additive or deductive value, which are less than the authority delegated to the Owner’s Authorized Project Representative. Such decision shall be rendered in writing within twenty (20) days from the receipt of the claim from the Design/Builder. The Owner’s Authorized Project Representatives may not render a decision regarding the Phase completion date, nor for claims exceeding their delegated authority, nor in matters affecting the performance, or quality of the D&C SCADA system.

1.3 For all claims that are outside the authority of the Owner’s Authorized Project Representatives to decide, or for all claims denied by the Owner’s Authorized Project Representatives, the Design/Builder may submit the claim to the Owner General Manager by mailing directly to the address for notices referenced in Section 7.15 of the Interim Agreement.

1.4 The Service Authority General Manager's decision on the claim shall be rendered in writing to the Design/Builder within twenty-five (25) days of the Purchasing Manager’s receipt of the request from the Design/Builder, and shall be final and binding on behalf of Owner.

1.5 Should any decision-maker designated under this procedure fail to make a decision within the time period specified, then the claim is deemed to have been denied by the decision-maker. Pending a final determination of a claim, the Design/Builder shall

This Agreement Between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers, 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org EXHIBIT I

65

proceed diligently with the performance of the work under the contract.

1.6 Full compliance with this procedure set forth in the provision shall be a precondition to the filing of any lawsuit by the Design/Builder against the Board of Directors of the Service Authority arising out of this contract.

This Agreement Between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers, 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org EXHIBIT J

66

EXHIBIT J

Risk Register

This is EXHIBIT J, consisting of pages 66 though 71, referred to in and part of the Agreement between Owner and Design/Builder for Preliminary Services dated XX.

Preliminary Risk Planning Project Risk Log

Project: ________________________________________ Location: __________________________________

Client: _________________________________________ Prepared by: _______________________________

Description Im

porta

nce

Prob

abili

ty

Risk Mitigation Plan

H-M-L COMMUNICATIONS

1 Loss of Managed Ethernet Switch-1 H L - Use redundant switches

2 Loss of Managed Ethernet Switch-2 M L - Use redundant switches

3 Loss of Verizon 4G Network (Site-to-Central) H L M

- Data buffering and time stamping (DNP3 protocol)

- Backup communications (Future radio network by PWCSA)

- Decentralized controls (PLC based) to keep remote site operational

4 Loss of Verizon 4G Network (Peer-to-Peer) M M

- Use another hydraulically linked tank - Use existing radio network to communicate

level to site as backup to cellular - Program PLC or OIT+PLC to operate site

based on “loss of level signal” strategy

5 Video signal exceeding band-width of cell link L M

6 Communications dead-zone/unreliable comm. M H

7 Single third-party communications provider H L

This Agreement Between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers, 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org EXHIBIT J

67

Description

Impo

rtanc

e

Prob

abili

ty

Risk Mitigation Plan

H-M-L

CYBER SECURITY

8 Threat from PWCSA Administrative Network H L - M - Use Firewall/other security device to

limit/prevent unauthorized access to SCADA

9 Threat over Cellular Network H L - M

- Use Firewall/other security device to limit/prevent unauthorized access to SCADA

- Use secured version of DNP3 (or other) protocol

- Use Internet-restricted service from Verizon (or communications provider)

- Lock PLC panels to prevent physical access to cellular modem/router

10 HMI Application Threat M M

- Use of Domain Server to manage network authentication and

- Use unique usernames - Use HMI auto-logoff feature - Require strong passwords - Disable old user accounts - Require password changes regularly - Establish and enforce computer access policies

11 Computer Virus/Worm Threat H L - M

- Use anti-virus or other security related software

- Keep software up-to-date (including antivirus definitions)

- Limit/disable access to external ports - Establish and enforce computer access policies

12 Operative System Threat H L - M - Restrict user access - Establish patch management program - Disable guest accounts

13 Programmable Logic Controller (PLC) Threat H L - Use passwords to restrict program access

- Lock PLC panels

This Agreement Between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers, 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org EXHIBIT J

68

Description

Impo

rtanc

e

Prob

abili

ty

Risk Mitigation Plan

H-M-L

CYBER SECURITY

14 OIT+PLC Threat H L

- Implement application level security from the touch screens

- Use HMI auto-logoff feature - Lock the PLC panel to prevent physical access

15 Networking Equipment such as modems, switches, and routers H L

- Change/disable default passwords - Disable unused communication protocols - Lock or disable unused ports

This Agreement Between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers, 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org EXHIBIT J

69

Description

Impo

rtanc

e

Prob

abili

ty

Risk Mitigation Plan

H-M-L HARDWARE

16 Loss of SCADA Thin Client M L - Additional thin client computers 17 Loss of SCADA Engineering

Workstation L L - Maintain up-to-date backups of all programs and files

18 Loss of Remote Access Laptop L L - Use spare laptop computer until current laptop is fixed

19 Loss of Managed Ethernet Switch-1 (Power Supply) H L - Use switches with redundant power supplies

20 Loss of Managed Ethernet Switch-2 (Power Supply) H L - Use switches with redundant power supplies

21 Loss of SCADA Server-1 or 2 (CPU) H L - Use Redundant servers

22 Loss of SCADA Server-1 or 2 (Power Supply) H L - Use redundant power supplies

23 Loss of Domain Controller Server-3 (CPU) M L - Use Redundant servers

24 Loss of Domain Controller Server-3 (Power Supply) M L - Use redundant power supplies

25 Loss of the Shared Storage Server SAN-1 (Disk Failure) H L - Use a disk drive architecture (RAID) that

protects the data 26 Loss of the Shared Storage Server

SAN-1 (Power Supply) H L - Use redundant power supplies

27 Loss of Firewall / Virtual Private Network-1 H L - Keep spare backup ready to deploy

28 Loss of Firewall / Virtual Private Network-2 H L - Keep spare backup ready to deploy

29 Loss of a Programmable Logic Controller (PLC) H L

- Use backup controller (any) - Use OIT+PLC to control site locally &

obtain remote level (if required) over - Modbus TCP protocol

30 Loss of PLC Panel Power H M - Use a UPS or other battery backed power source

31 Loss of an Integrated Cellular Modem/Router L

- Use PLC data buffering - Use backup communications (radio) - Program PLC or OIT+PLC (site based on

"loss of communications" strategy)

This Agreement Between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers, 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org EXHIBIT J

70

Description

Impo

rtanc

e

Prob

abili

ty

Risk Mitigation Plan

H-M-L

HARDWARE 32 Loss of the OIT+PLC L M Maintain a spare backup 33 Loss of remote tank level (for

remote control) L-M L

- Use redundant tank level instruments - Use additional hydraulically linked tanks for

level - Program PLC or OIT+PLC (site based on

“loss of level signal”" strategy)

34 Loss of Pump

L - M L -M - Program the PLC (or OIT+PLC) to

automatically switch strategy to backup or offline pump

35

Site Fire, Flood, or other Hazard

H L -M

- Install and monitor safety instrumentation via PLC

- Use IP cameras to assess site prior to entering / responding

36

Monitor Unauthorized Site Access

H L

- Employ perimeter security - Use access card readers to determine

authorized access - Use IP cameras to assess site prior to

entering / responding - Use security instrumentation to detect

intrusions 37 Project Schedule Delays

M L

Closely coordinate and plan all procurement, fabrication and deliveries as a result of detailed planning, sequencing and scope agreement for all stations with Owner, Design/Builder Smith and Major Team Subcontractors and Suppliers. During planning agree to expectations including site sequencing and site specific deliverables.

This Agreement Between Owner and Design/Builder for Preliminary Services is a MODIFIED version of the EJCDC D-500 Standard Form of Agreement Between Owner and Design/Builder for Preliminary Services Copyright © 2009 National Society of Professional Engineers for EJCDC or is based in part on excerpts from copyrighted EJCDC documents. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright. Copyright © 2009 National Society of Professional Engineers, 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882, www.nspe.org, American Council of Engineering Companies, 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474, www.nspe.org, American Society of Civil Engineers, 1801 Alexander Bell Drive, Reston, VA 20191-4400, (800) 548-2723 www.nspe.org, Associated General Contractors of America, 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308, (703) 548-3118, www.agc.org EXHIBIT J

71

Description

Impo

rtanc

e

Prob

abili

ty

Risk Mitigation Plan

H-M-L

CONSTRUCTION 38 Permitting Delays

H L

Closely coordinate permitting requirement for each site well in advance to determine all permitting requirements in advance. Obtain phased permitting when feasible and allowable.

39

Labor: Lack of Labor Resources

M L

Mitigated during proposal phase with selection of Singleton Electric and Sherwood-Logan. These firms bring highly qualified professionals and craft labor as required for the project. Singleton Electric is a major large electric subcontractor that has vast resources that can be pulled on an as needed basis.

40

Maintenance of existing operations during on-site construction

L L

The selected team members are well versed in maintaining existing operations of systems similar to the scope anticipated and with advanced planning, close coordination with Owner and training of personnel prior to mobilizing on sites, risk of interruption will be low.

41 Unforeseen field conditions M H -

42 Additional efforts required by certified operators during commissioning

M H -

43 Broken or damaged equipment during construction M M -

44 Finger pointing during commissioning H L -