EXHIBIT 10.13


STANDARD
FORM OF AGREEMENT

BETWEEN OWNER AND ENGINEER

FOR

PROFESSIONAL SERVICES


This AGREEMENT is made by
and between Tennessee Valley Agri-Energy, LLC hereinafter called OWNER, and
ANTIOCH International, Inc., hereinafter called ENGINEER, for professional
services not presently specified under any other agreement between OWNER and
ENGINEER.  ENGINEER agrees to provide
OWNER with requested professional services more specifically described as
follows:


Engineering design services for a spur track to
serve the proposed 100 MMG ethanol plant at Decatur, AL.  (∆ to 50 MMG if that’s decision) BRC
WJJ


The following Attachments
are hereby made a part of the AGREEMENT:


	
  X

  	
   

  	
  Standard Terms and Conditions

  	
   

  	
   

  
	
  X

  	
   

  	
  Exhibit A:

  	
   

  	
  ENGINEER’S Services

  
	
  X

  	
   

  	
  Exhibit B:

  	
   

  	
  OWNER’S Responsibilities

  
	
  X

  	
   

  	
  Exhibit C:

  	
   

  	
  Payments to ENGINEER for Services and Reimbursable
  Expenses

  
	
  X

  	
   

  	
  Attachment 1:

  	
   

  	
  Hourly Rates 2006

  
	
  X

  	
   

  	
  Attachment 2:

  	
   

  	
  Typical Track Design & Construction Schedule

  



 


By signing this AGREEMENT,
OWNER acknowledges that it has read and fully understands this AGREEMENT and
all attachments thereto.  OWNER further
agrees to pay ENGINEER for services described herein upon receipt of invoice.


IN WITNESS WHEREOF, the parties hereto have made and
executed this AGREEMENT.


	
  OWNER

  	
  ENGINEER

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TENNESSEE VALLEY AGRI-ENERGY, LLC

  	
   

  	
   

  	
  ANTIOCH International, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
  BY:

  	
    /s/ Bartt R. McCormack

  	
   

  	
  BY:

  	
    /s/ William J. Jones

  	
   

  
	
   

  	
  Authorized Representative

  	
   

  	
   

  	
  Authorized Representative

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TITLE:

  	
    Chairman

  	
   

  	
  TITLE:  President

  
	
   

  	
   

  	
   

  	
   

  
	
  EFFECTIVE DATE:

  	
    11/2/2006

  	
   

  	
  DATE:  June 28, 2006

  
	
   

  	
   

  	
   

  	
   

  
	
  ADDRESS:

  	
   

  	
  ADDRESS:

  
	
  540 Little Dry Creek Road

  	
   

  	
  2540 South 221st Circle

  
	
  Pulaski, TN 38478

  	
   

  	
  Elkhorn, NE 68022

  
	
  Telephone: 931-424-0653

  	
   

  	
  Telephone: 402-289-2217

  
	
  OWNER’S Contact: Bartt MCCormack

  	
   

  	
  ENGINEER’S Contact: William J. Jones

  
	
   

  	
   

  	
  Job No.: 03-025

  
														



 


PLEASE SIGN AND RETURN ONE ORIGINAL TO ENGINEER


















EXHIBIT
A - ENGINEER’S Services


Section 1 of the Standard Terms and Conditions is
amended and supplemented to include the following agreement of the
parties.  ENGINEER shall provide Basic
and Additional Services as set forth below.


PART 1 - BASIC SERVICES


Study and Report Phase


ENGINEER shall:


1.                                       Consult
with OWNER to define and clarify OWNER’S requirements for the Project and
available data.


2.                                       Advise
OWNER as to the necessity of OWNER’S providing data or services which are not
part of ENGINEER’S Basic Services, and assist OWNER in obtaining such data and
services.


3.                                       Identify,
consult with, and analyze requirements of governmental authorities having
jurisdiction to approve the portions of the Project designed or specified by
ENGINEER.


4.                                       Identify
and evaluate up to three alternate solutions available to OWNER and, after
consultation with OWNER, recommend to OWNER those solutions which in ENGINEER’S
judgment meet OWNER’S requirements for the Project.


5.                                       Prepare
a report (the “Report”) which will, as appropriate, contain schematic layouts,
sketches and conceptual design criteria with appropriate exhibits to indicate
the agreed-to requirements, considerations involved, and those alternate
solutions available to OWNER which ENGINEER recommends.  This Report will be accompanied by ENGINEER’S
opinion of Total Project Costs for each solution which is so recommended for
the Project with each component separately itemized, including the following,
which will be separately itemized: opinion of probable Construction Cost,
allowances for contingencies and for the estimated total costs of design,
professional, and related services provided by ENGINEER and, on the basis of
information furnished by OWNER, allowances for other items and services
included within the definition of Total Project Costs.


6.                                       Perform
or provide the following additional Study and Report Phase tasks or
deliverables:


·                                          Prepare
a conceptual track plan to accommodate 100 MMG plant production.


·                                          Determine the
service interval by the main line railroad.


·                                          Determine
current mainline railroad traffic.


·                                          The initial
track construction concept for a 100 MMG ethanol plant to be compatible with
the service interval.


·                                          Determine a
track configuration providing traffic ingress/egress to the plant site
acceptable to the mainline railroad.


·                                          Coordinate
track concepts with the mainline railroad, ethanol plant design consultant,
state and local jurisdictions, if any.


7.                                       Furnish
two review copies of the Report to OWNER within 50 days of authorization to
proceed with the Study and Report Phase.


8.                                       Revise
the Report in response to OWNER’S and other parties’ comments, as appropriate,
and furnish two final copies of the revised Report to the OWNER within 7 days
after completion of reviewing it with OWNER.


ENGINEER’S services under the Study and Report Phase
will be considered complete on the date when the final copies of the revised
Report have been delivered and accepted by OWNER.













Preliminary Design Phase-
Grading Work


After acceptance by OWNER of the Report, selection by
OWNER of a recommended solution and indication of any specific modifications or
changes in the scope, extent, character, or design requirements of the Project
desired by OWNER, and upon written authorization from OWNER, ENGINEER shall:


1.                                       On
the basis of the above acceptance, selection, and authorization, prepare
Preliminary Design Phase documents consisting of design criteria, preliminary
drawings, and written descriptions of the Project.


2.                                       OWNER
to provide necessary field surveys, bench marks, topographic and utility
mapping for design purposes.  Utility
mapping will be based upon topographic surveys and information obtained from
utility owners.  OWNER shall accomplish
field and topographic surveys, and prepare a topographic map of surface
features and ground contours in the project area.


3.                                       Advise
OWNER if additional reports, data, information, or services of the types
described in Exhibit B are necessary and assist OWNER in obtaining such
reports, data, information, or services.


4.                                       Based
on the information contained in the Preliminary Design Phase documents, submit
an opinion of probable Construction Cost known to ENGINEER.


5.                                       Perform
or provide the following Preliminary Design Phase tasks or deliverables:
ENGINEER shall refine the conceptual track work plans, and prepare plans in
sufficient detail to accomplish the grading work, generally described as
follows:


GRADING WORK:


·                                          Subgrade
geometry & stationing based on the project coordinate system.


·                                          Match line
between railroad subgrade and plant subgrade.


·                                          Top of rail
profile.


·                                          Grading
contour plan.


·                                          Grading
sections at 100’ intervals.


·                                          Special
ditching elevations.


·                                          Locations of
service roads.


·                                          Typical
grading cross-sections.


·                                          Subgrade
staking report.


·                                          Culvert plans
showing length, flowline elevations & end treatments.


·                                          Yard track
drainage inlets and piping plan.


·                                          Erosion
control plan.


·                                          Subballast
plan.


6.                                       Deliverables:
drawings and notes indicating the general character of work to be performed;
preliminary cost estimate and identification of unresolved final design
features.  ENGINEER shall not be
responsible for those portions of the Work performed by others.


7.                                       Furnish
two sets of Preliminary Design Phase documents to, and review them with, OWNER
or OWNER’S Consultant within 45 days after authorization to proceed with the
Preliminary Design Phase.  OWNER’S
Consultant to prepare the Grading Work bidding documents and construction
specifications.


8.                                       Revise
Preliminary Design Phase documents in response to OWNER’S and other parties’
comments, as appropriate, and furnish two final copies of the revised Report to
the OWNER within 7 days after completion of reviewing it with OWNER.


ENGINEER’S services under the Preliminary Design Phase
will be considered complete on the date when revised copies of the Preliminary
Design Phase documents have been delivered to and accepted by OWNER.



 2
 









Final Design Phase


After acceptance by OWNER of the Preliminary Design
Phase documents and revised opinion of probable Construction Cost as determined
in the Preliminary Design Phase, but subject to any OWNER-directed
modifications or changes in the scope, extent, character, or design
requirements of or for the Project, and upon written authorization from OWNER,
ENGINEER shall:


1.                                       On
the basis of the above acceptance, direction, and authorization, prepare final
Drawings and Specifications indicating the scope, extent, and character of the
Work to be performed and furnished by Contractor.


2.                                       Provide
technical criteria, written descriptions, and design data for OWNER’S use in
filing applications for permits from, or approvals of, governmental authorities
having jurisdiction to review or approve the final design of the Project and
assist OWNER in consultations with appropriate authorities.


3.                                       Advise
OWNER of any adjustments to the opinion of probable Construction Cost and any
adjustments to Total Project Costs known to ENGINEER.


4.                                       Perform
or provide the following Final Design Phase tasks or deliverables:


·                                          Track
geometry & stationing based on the project coordinate system for the 100 MMG
track layout.


·                                          Railroad
mileposts & 13’ clearance points for mainline turnouts.


·                                          Location
& size of existing & new turnouts, derails & bumping posts.


·                                          Show present
& proposed buildings including unloading doors, ramps and loadouts from
information provided by OWNER.


·                                          Horizontal
& vertical clearances.


·                                          Loadout
sequence.


·                                          Location of
overhead & buried utilities with dimension to top of rail.


·                                          Location of
fencing & gates.


·                                          Location,
length & type of grade crossings.


·                                          Traffic
control & signing plan for grade crossings.


·                                          Typical track
cross section and walkway details


·                                          Construction
sequencing plan.


·                                          Track
construction notes & details.


·                                          Track
construction specifications.


·                                          Prepare track
exhibits as attachments to the mainline railroad industrial track contract.


·                                          Final
Design plan check with OWNER at project site, if requested.


5.                                       Final
Design Phase documents: drawings, notes and specifications indicating the
specific character of work to be performed; final opinion of cost; and
estimated construction quantities in sufficient detail to construct the planned
facility.  Final plans shall meet the
requirements of the mainline railroad and other entities, if any, having
jurisdiction over the planned facility. 
ENGINEER shall not be responsible for those portions of the Work
performed by others.


6.                                       Furnish
two sets of Final Design Phase documents to and review them with OWNER within
45 days after authorization to proceed with the Final Design Phase.


7.                                       Revise
the Report in response to OWNER’S and other parties’ comments, as appropriate,
and furnish two final copies of the revised Report to the OWNER within 7 days
after completion of reviewing it with OWNER.


In the event that the Work designed or specified by
ENGINEER is to be performed or furnished under more than one prime contract, or
if ENGINEER’S services are to be separately sequenced with the work of one or
more prime Contractors (such as in the case of fast-tracking), OWNER and
ENGINEER shall, prior to commencement of the Final Design Phase, develop a schedule
for performance of ENGINEER’S services during the Final Design, Bidding or
Negotiating, Construction, and Post-Construction Phases in order to sequence
and coordinate properly such 



 3
 









services as are applicable to the work under such
separate prime contracts.  This schedule
is to be prepared and included in or become as amendment to Exhibit A whether
or not the work under such contracts is to proceed concurrently.  The number of prime contracts for Work
designed or specified by ENGINEER upon which the ENGINEER’S compensation has
been established under this Agreement is one.


ENGINEER’S services under the Final Design Phase will
be considered complete on the date when the Final Design Phase documents have
been delivered to and accepted by OWNER.


PART 2 - ADDITIONAL SERVICES


Additional Services
Requiring OWNER’S Authorization in Advance


If authorized in writing by OWNER, ENGINEER shall
furnish or obtain from others Additional Services of the types listed
below.  These services will be paid for
by OWNER as indicated in Section 4 of the Standard Terms and Conditions.


1.                                       Preparation
of applications and supporting documents (in addition to those furnished under
Basic Services) for private or governmental grants, loans or advances in
connection with the Project; preparation or review of environmental assessments
and impact statements; review and evaluation of the effects on the design
requirements for the Project of any such statements and documents prepared by
others; and assistance in obtaining approvals of authorities having
jurisdiction over the anticipated environmental impact of the Project.


2.                                       Services
to make measured drawings of or to investigate existing conditions or
facilities, or to verify the accuracy of drawings or other information
furnished by OWNER.


3.                                       Services
resulting from significant changes in the scope, extent, or character of the
portions of the Project designed or specified by ENGINEER or its design
requirements including, but not limited to, changes in size, complexity, OWNER’S
schedule, character of construction, or method of financing; and revising
previously accepted studies, reports, Drawings, Specifications, or Contract
Documents when such revisions are required by changes in Laws and Regulations
enacted subsequent to the Effective Date of this Agreement or are due to any
other causes beyond ENGINEER’S control.


4.                                       Services
resulting from Owner’s request to evaluate additional Study and Report Phase
alternative solutions beyond those previously identified.


5.                                       Services
required as a result of OWNER’S providing incomplete or incorrect Project
information with respects to Exhibit B.


6.                                       Providing
renderings or models for OWNER’S use.


7.                                       Undertaking
investigations and studies including, but not limited to, detailed
consideration of operations, maintenance, and overhead expenses; the
preparation of feasibility studies, cash flow and economic evaluations, rate
schedules, and appraisals; assistance in obtaining financing for the Project;
evaluating processes available for licensing, and assisting OWNER in obtaining
process licensing; detailed quantity surveys of materials, equipment, and
labor; and audits or inventories required in connection with construction
performed by OWNER.


8.                                       Furnishing
services of ENGINEER’S Consultants for other than Basic Services.


9.                                       Services
attributable to more prime construction contracts than specified in the Final
Design Phase.


10.                                 Services
during out-of-town travel required of ENGINEER other than for visits to the
Site or OWNER’S office.



 4
 









11.                                 Preparing
for, coordinating with, participating in and responding to structured
independent review processes, including, but not limited to, construction
management, cost estimating, project peer review, value engineering, and
constructibility review requested by OWNER; and performing or furnishing
services required to revise studies, reports, Drawings, Specifications, or
other Bidding Documents as a result of such review processes.


12.                                 Preparing
additional Bidding Documents or Contract Documents for alternate bids or prices
requested by OWNER for the Work or a portion thereof.


13.                                 Determining
the acceptability of substitute materials and equipment proposed during the
Bidding or Negotiating Phase when substitution prior to the award of contracts
is allowed by the Bidding Documents.


14.                                 Assistance
in connection with Bid protests, rebidding, or renegotiating contracts for
construction, materials, equipment, or services, except when such assistance is
required by Exhibit F.


15.                                 Providing
construction surveys and staking to enable Contractor to perform its work other
than as required under the Construction Phase, and any type of property surveys
or related engineering services needed for the transfer of interests in real
property; and providing other special field surveys.


16.                                 Providing
Construction Phase services beyond the Contract Times set forth in Exhibit C.


17.                                 Providing
assistance in resolving any Hazardous Environmental Condition in compliance
with current Laws and Regulations.


18.                                 Preparing
and furnishing to OWNER Record Drawings showing appropriate record information
based on Project annotated record documents received from Contractor.


19.                                 Preparation
of operation and maintenance manuals.


20.                                 Preparing
to serve or serving as a consultant or witness for OWNER in any litigation,
arbitration or other dispute resolution process related to the Project.


21.                                 Providing
more extensive services required to enable ENGINEER to issue notices or
certificates requested by OWNER under paragraph 6 of the Standard Terms and
Conditions.


22.                                 Structural,
mechanical, electrical, and geotechnical designs for bridges, box culverts,
unloading pits, buildings, elevator silos, and conveyors relating to existing
or new structures at or contiguous to the Site, or other services performed or
furnished by ENGINEER not otherwise provided for in this Agreement.


END



 5














EXHIBIT B - OWNER’S
Responsibilities


Section 2 of the Standard Terms and Conditions is
amended and supplemented to include the following agreement of the parties.


In addition to other responsibilities of OWNER as set
forth in this Agreement, OWNER shall:


A.                                   Provide
ENGINEER with all criteria and full information as to OWNER’S requirements for
the Project, including design objectives and constraints, space, capacity and
performance requirements, flexibility, and expandability, and any budgetary
limitations; and furnish copies of all design and construction standards which
OWNER will require to be included in the Drawings and Specifications; and
furnish copies of OWNER’S standard forms, conditions, and related documents for
ENGINEER to include in the Bidding Documents, when applicable.


B.                                     Furnish
to ENGINEER any other available information pertinent to the Project including
reports and data relative to previous designs, or investigation at or adjacent
to the Site.


C.                                     Following
ENGINEER’S assessment of initially-available Project information and data and
upon ENGINEER’S request, furnish or otherwise make available such additional
Project related information and data as is reasonably required to enable
ENGINEER to complete its Basic and Additional Services.  Such additional information or data would
generally include the following:


1.                                       Property
descriptions.


2.                                       Zoning,
deed, and other land use restrictions.


3.                                       Property,
boundary, easement, right-of-way, and other special surveys or data, including
establishing relevant reference points.


4.                                       Explorations
and tests of subsurface conditions at or contiguous to the Site, drawings of
physical conditions in or relating to existing surface or subsurface structures
at or contiguous to the Site, or hydrographic surveys, with appropriate
professional interpretation thereof.


5.                                       Environmental
assessments, audits, investigations and impact statements, and other relevant
environmental or cultural studies as to the Project, the Site, and adjacent
areas.


6.                                       Data or
consultations as required for the Project but not otherwise identified in the
Agreement or the Exhibits thereto.


D.                                    Give
prompt written notice to ENGINEER whenever OWNER observes or otherwise becomes
aware of a Hazardous Environmental Condition or of any other development that
affects the scope or time of performance of ENGINEER’S services, or any defect
or nonconformance in ENGINEER’S services or in the work of any Contractor.


E.                                      Authorize
ENGINEER to provide Additional Services as set forth in Part 2 of Exhibit A of
the Agreement as required.


F.                                      Arrange
for safe access to and make all provisions for ENGINEER to enter upon public
and private property as required for ENGINEER to perform services under the
Agreement.


G.                                     Examine
all alternate solutions, studies, reports, sketches, Drawings, Specifications,
proposals, and other documents presented by ENGINEER (including obtaining
advice of an attorney, insurance counselor, and other advisors or consultants
as OWNER deems appropriate with respect to such examination) and render in writing
timely decisions pertaining thereto.


H.                                    Provide
reviews, approvals, and permits from all governmental authorities having
jurisdiction to approve all phases of the Project designed or specified by
ENGINEER and such reviews, approvals, and consents from others as may be
necessary for completion of each phase of the Project.











I.                                         Provide,
as required for the Project:


1.                                       Accounting,
bond and financial advisory, independent cost estimating, and insurance
counseling services.


2.                                       Legal
services with regard to issues pertaining to the Project as OWNER requires,
Contractor raises, or ENGINEER reasonably requests.


3.                                       Such
auditing services as OWNER requires to ascertain how or for what purpose
Contractor has used the moneys paid.


4.                                       Placement and
payment for advertisement for Bids in appropriate publications.


J.                                        Advise
ENGINEER of the identify and scope of services of any independent consultants
employed by OWNER to perform or furnish services in regard to the Project,
including, but not limited to, cost estimating, project peer review, value
engineering, and constructability review.


K.                                    Furnish
to ENGINEER data as to OWNER’S anticipated costs for services to be provided by
others for OWNER so that ENGINEER may make the necessary calculations to
develop and periodically adjust ENGINEER’S opinion of Total Project Costs.


L.                                      If
OWNER designates a construction manager or an individual or entity other than,
or in addition to, ENGINEER to represent OWNER at the Site, define and set
forth as an attachment to this Exhibit B the duties, responsibilities, and
limitations of authority of such other party and the relation thereof to the
duties, responsibilities, and authority of ENGINEER.


M.                                 If
more than one prime contract is to be awarded for the Work designed or
specified by ENGINEER, designate a person or entity to have authority and
responsibility for coordinating the activities among the various prime
Contractors, and define and set forth the duties, responsibilities, and
limitations or authority of such individual or entity and the relation thereof
to the duties, responsibilities, and authority of ENGINEER as an attachment to
this Exhibit B that is to be mutually agreed upon and made a part of this
Agreement before such services begin.


N.                                    Attend
the pre-bid conference, bid opening, pre-construction conferences, construction
progress and other job related meetings, and Substantial Completion and final
payment inspections.


O.                                    Provide
the services of an independent testing laboratory to perform all inspections,
tests, and approvals of Samples, materials, and equipment required by the
Contract Documents, or to evaluate the performance of materials, equipment, and
facilities of OWNER, prior to their incorporation into the Work with
appropriate professional interpretation thereof.


P.                                      Provide
inspection or monitoring services by an individual or entity other than
ENGINEER (and disclose the identity of such individual or entity to ENGINEER)
as OWNER determines necessary to verify:


1.                                       That
Contractor is complying with any Laws and Regulations applicable to Contractor’s
performing and furnishing the Work.


2.                                       That Contractor
is taking all necessary precautions for safety of persons or property and
complying with any special provisions of the Contract Documents applicable to
safety.


Q.                                    Provide
ENGINEER with the findings and reports generated by the entities providing
services pursuant to paragraphs O and P.


R.                                     Provide
ENGINEER with soils borings and geotechnical engineering data.


S.                                      Schedule
and conduct public meetings and hearings.


END
















EXHIBIT
C - Payments To ENGINEER For Services And Reimbursable Expenses


Article 4 of the Standard Terms and Conditions is
amended and supplemented to include the following agreement of the parties.


ARTICLE 4 - PAYMENTS TO THE ENGINEER


For Basic and Additional
Services Having an Undetermined Scope - Standard Hourly Rates Method of Payment


OWNER shall pay ENGINEER for Basic and Additional
Services set forth in Exhibit A having an undetermined scope as follows:


1.             The total compensation for services under
this paragraph is estimated to be $7,500.00 based on the following
assumed distribution of compensation:


	
  a.

  	
   

  	
  Study & Report Phase (assume 75 hrs.)

  	
   

  	
  $

  	
  7,500.00

  	
   

  



 


2.             ENGINEER may alter the distribution of
compensation between individual phases noted herein to be consistent with
services actually rendered, but shall not exceed the total compensation amount
unless approved in writing by the OWNER.


3.             The total compensation for ENGINEER’S
services, included in the breakdown by phases as noted in paragraph 1,
incorporates all labor, overhead profit, Reimbursable Expenses, and ENGINEER’S
Consultant’s charges.


4.             For services of ENGINEER’S employees
engaged directly on the Project pursuant to Exhibit A, an amount equal to the
cumulative hours charged to the Project by each class of ENGINEER’S employees
times the Standard Hourly Rates for each applicable class, plus Reimbursable
Expenses.  Standard Hourly Rates are
attached to this Exhibit C and include salaries and wages paid to personnel in
each billing class plus the cost of customary and statutory benefits, general
and administrative overhead, non-project operating costs, and operating margin
or profit.


5.             Reimbursable Expenses are attached to this
Exhibit C and include the Project-related internal expenses actually incurred
or allocated by the ENGINEER, plus all invoiced external Reimbursable Expenses
allocable to the Project.


6.             ENGINEER’S estimate of the amounts that
will become payable are only estimates for planning purposes, are not binding
on the parties, and are not the minimum or maximum amounts payable to the
ENGINEER under the Agreement.  When
estimate compensation amounts have been stated herein and it subsequently
becomes apparent to ENGINEER that an estimated compensation amount will be
exceeded, ENGINEER shall give OWNER written notice thereof.  Promptly thereafter OWNER and ENGINEER shall
review the matter of services remaining to be performed and compensation for
such services.  OWNER shall either agree
to such compensation exceeding said estimated amount or OWNER and ENGINEER
shall agree to a reduction in remaining services to be rendered by ENGINEER, so
that total compensation for services will not exceed the estimated amount when
services are completed.  If ENGINEER
exceeds the estimated amount before OWNER and ENGINEER had agreed to an
increase in compensation, or a reduction in services, the ENGINEER shall be
paid for all services rendered hereunder.


7.             Standard Hourly Rates and Reimbursable
Expense schedules will be adjusted annually to reflect equitable changes in
compensation payable to ENGINEER.


For Basic Services Having
a Determined Scope - Lump Sum Method of Payment


OWNER shall pay ENGINEER for Basic Services set forth
in Exhibit A, Part 1 except for Study and Report Phase and services of ENGINEER’S
Resident Project Representative and Post-Construction Phase services, if any,
as follows:













1.                                       Lump
Sum fee representing 4.00 % of the track construction cost to be determined in
Phase 1 - Study & Report, based on the following assumed distribution of
compensation:




	
  a.

  	
   

  	
  Study and Report Phase

  	
   

  	
  See Hourly Payment

  
	
  b.

  	
   

  	
  Preliminary Design Phase- Grading Design

  	
   

  	
  50% (Lump Sum Fee)

  
	
  c.

  	
   

  	
  Final Design Phase- Track Design

  	
   

  	
  50% (Lump Sum Fee)

  
	
  d.

  	
   

  	
  Additional Services

  	
   

  	
  Not included

  
	
  e.

  	
   

  	
  Bidding and Negotiating Phase

  	
   

  	
  Not included

  
	
  f.

  	
   

  	
  Construction Phase

  	
   

  	
  Not included

  






 


2.                                       ENGINEER
may alter the distribution of compensation between individual phases noted
herein to be consistent with services actually rendered, but shall not exceed
the total Lump Sum amount unless approved in writing by the OWNER.


3.                                       The
Lump Sum includes compensation for ENGINEER’S services and services of ENGINEER’S
Consultants, if any.  Appropriate amounts
have been incorporated in the Lump Sum to account for labor, overhead, profit,
and Reimbursable Expenses.  ENGINEER
assumes full responsibility for, and shall pay, all contributions and taxes
payable under federal and state social security acts, unemployment compensation
laws, and income tax laws applicable to ENGINEER and its employees.


4.                                       The
portion of the Lump Sum amount billed for ENGINEER’S services will be based
upon ENGINEER’S estimate of the proportion of the total services actually
completed during the billing period to the Lump Sum.


5.                                       The
Lump Sum is conditioned on Contract Times to complete the Work not exceeding
six months.  Should the Contract Times to
complete the Work be extended beyond this period, the total compensation to
ENGINEER shall be appropriately adjusted.


END



 2















STANDARD
TERMS AND CONDITIONS


1.  SERVICES OF ENGINEER


A.                                   ENGINEER
shall provide the Basic and Additional Services set forth herein and in Exhibit
A.


B.                                     Upon
this Agreement becoming effective, ENGINEER is authorized to begin Basic
Services as set forth in Exhibit A.


2.  OWNER’S RESPONSIBILITIES


OWNER shall have the responsibilities set forth herein
and in Exhibit B.


3.  TIMES FOR RENDERING SERVICES


A.                                   If
in this Agreement specific periods of time for rendering services are set forth
or specific dates by which services are to be completed are provided, and if
such periods of time or dates are changed through no fault of ENGINEER, the
rates and amounts of compensation provided for herein shall be subject to
equitable adjustment.  If OWNER has
requested changes in the scope, extent, or character of the Project, the time
of performance of ENGINEER’s services shall be adjusted equitably.


B.                                     Suspension.  If OWNER
fails to give prompt written authorization to proceed with any phase of
services after completion of the immediately preceding phase, or if ENGINEER’s
services are delayed through no fault of ENGINEER, ENGINEER may, after giving
seven days written notice to OWNER, suspend services under this Agreement.


4.  PAYMENTS TO ENGINEER


A.                                   Preparation and Payment of Invoices.  Invoices will be prepared in accordance with
ENGINEER’s standard invoicing practices. 
Invoices are due and payable upon receipt.  If OWNER fails to make any payment due
ENGINEER for services and expenses within 30 days after receipt of ENGINEER’s
invoice therefore, the amounts due ENGINEER will be increased at the rate of
1.0% per month (or the maximum rate of interest permitted by law, if less) for
said thirtieth day.  In addition,
ENGINEER may, after giving seven days written notice to OWNER, suspend services
under this Agreement until ENGINEER has been paid in full all amounts due for
services, expenses, and other related charges. 
Payments will be credited first to interest and then to principal.


B.                                     Disputed Invoices.  In
the event of a disputed or contested invoice, only that portion so contested
may be withheld from payment, and the undisputed portion will be paid.


C.                                     Payments Upon Termination. 
In the event of any termination under Section 6- General Conditions,
ENGINEER will be entitled to invoice OWNER and will be paid in accordance with
Exhibit C for all services performed or furnished and all Reimbursable Expenses
incurred through the effective date of termination.


D.                                    Records of ENGINEER’s Costs. 
Records of ENGINEER’s costs pertinent to ENGINEER’s compensation under
this Agreement shall be kept in accordance with generally accepted accounting
practices.  To the extent necessary to
verify ENGINEER’s charges and upon OWNER’s timely request, copies of such
records will be made available to OWNER at cost.


5.  OPINIONS OF COST


ENGINEER’s opinions of probable Construction Cost
provided for herein are to be made on the basis of ENGINEER’s experience and
qualifications and represent ENGINEER’s best judgment as an experienced and
qualified professional generally familiar with the industry.  ENGINEER cannot and does not guarantee that
proposals, bids, or actual Construction Cost will not vary from opinions of
probable Construction Cost prepared by ENGINEER.  If OWNER wishes greater assurance as to probable
Construction Cost, OWNER shall employ an independent cost estimator in provided
in Exhibit B.


6.  GENERAL CONSIDERATIONS


Standards of Performance


A.                                   The
standard of care for all professional engineering and related services
performed or furnished by ENGINEER under this Agreement will be the care and
skill ordinarily used by members of ENGINEER’s profession practicing under
similar circumstances at the same time and in the same locality.  ENGINEER makes no warranties, express or
implied, under this Agreement or otherwise, in connection with ENGINEER’s
services.













B.                                     ENGINEER
and OWNER shall comply with applicable Laws or Regulations and OWNER-mandated
standards.  Changes to these requirements
after the Effective Date of this Agreement may be the basis for modifications
to OWNER’s responsibilities or to ENGINEER’s scope of services, times of
performance, or compensation.


C.                                     OWNER
shall be responsible for, and ENGINEER may rely upon, the accuracy and
completeness of all requirements, programs, instructions, reports, data, and
other information furnished by OWNER to ENGINEER pursuant to this
Agreement.  ENGINEER may use such
requirements, reports, data, and information in performing or furnishing
services under this Agreement.


D.                                    ENGINEER
shall not be responsible for the acts or omissions of any Contractor(s),
subcontractor or supplier, or of any of the Contractor’s agents or employees or
any other persons (except ENGINEER’s own employees) at the Site or otherwise
furnishing or performing any of the Contractor’s work; or for any decision made
on interpretations or clarifications of the Contract Documents given by OWNER
without consultation and advice of ENGINEER.


E.                                      ENGINEER
shall keep confidential all information, drawings, specifications or data
furnished by OWNER or prepared by ENGINEER specifically in connection with this
Agreement.


F.                                      ENGINEER
shall comply with applicable Federal, State and local laws, ordinances,
regulations, rules and orders relating to the environment and occupational
health and safety.  ENGINEER shall not be
responsible for safety and health of any persons on the Project except ENGINEER’s
own employees.


Use of Documents


A.                                   All
Documents are instruments of service in respect to this Project, and ENGINEER
shall retain an ownership and property interest therein (including the right of
reuse at the discretion of the ENGINEER) whether or not the Project is
completed.


B.                                     Copies
of Documents that may be relied upon by OWNER are limited to the printed copies
(also known as hard copies) that are signed or sealed by the ENGINEER.  Files in electronic media format of text,
data, graphics, or of other types that are furnished by ENGINEER to OWNER are
only for convenience of OWNER.  Any
conclusion or information obtained or derived from such electronic files will
be at the user’s sole risk.  If there is
a discrepancy between the electronic files and the hard copies, the hard copies
govern.


C.                                     OWNER
may make and retain copies of Documents for information and reference in
connection with use on the Project by 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 ENGINEER, as appropriate for the specific
purpose intended, will be at OWNER’s sole risk and without liability or legal
exposure to ENGINEER or to ENGINEER’s Consultants.  OWNER shall indemnify and hold harmless
ENGINEER and ENGINEER’s Consultants from all claims, damages, losses and
expenses, including attorneys’ fees arising out of or resulting therefrom.


Insurance


A.                                   ENGINEER
shall procure and maintain insurance as set forth in Exhibit G, “Insurance”.


B.                                    OWNER
shall procure and maintain insurance as set forth in Exhibit G, “Insurance”.  OWNER shall cause ENGINEER and ENGINEER’s
Consultants to be listed as additional insureds on any general liability or
property insurance policies carried by OWNER which are applicable to the
Project.


C.                                     OWNER
and ENGINEER shall each deliver to the other certificates of insurance
evidencing the coverages indicated in Exhibit G.  Such certificates shall be furnished prior to
commencement of ENGINEER’s services and at renewals thereafter during the life
of the Agreement.


Termination


A.                                   The
obligation to provide further services under this Agreement may be terminated:


1.                                      For
cause,


a.                                       By
either party upon 30 days written notice in the event of substantial failure by
the other party to perform in accordance with the terms hereof through no fault
of the terminating party.


b.                                      By
ENGINEER, upon seven days written notice if ENGINEER believes that ENGINEER is
being requested by OWNER to furnish or perform services contrary to ENGINEER’s
responsibilities as a licensed professional or, upon seven days written notice
if the



 2
 









ENGINEER’s services for the Project are delayed or
suspended for more than 90 days for reasons beyond ENGINEER’s control.  ENGINEER shall have no liability to OWNER on
account of such termination.


2.                                      For
convenience,


a.                                       By
OWNER effective upon the receipt of notice by ENGINEER.


Controlling Law


This Agreement is to be governed by the law of the
state of Nebraska.


Successors, Assigns, and
Beneficiaries


A.                                   OWNER
and ENGINEER each is hereby bound and the partners, successors, executors, administrators
and legal representatives of OWNER and ENGINEER (and to the extent permitted by
the following paragraph the assigns of OWNER and ENGINEER) 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 ENGINEER may assign, sublet, or transfer any rights under or interest
(including, but not without limitation, moneys that are due 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.


Hazardous Environmental
Condition


A.                                   OWNER
represents to ENGINEER that to the best of its knowledge a Hazardous
Environmental Condition does not exist. 
It is acknowledged by both parties that ENGINEER’s scope of services
does not include any services related to a Hazardous Environmental
Condition.  If a Hazardous Environmental
Condition is encountered or alleged, ENGINEER shall have the obligation to
notify OWNER and, to the extent of applicable Laws and Regulations, appropriate
governmental officials.


B.                                     OWNER
acknowledges that ENGINEER is performing professional services for OWNER and
that ENGINEER is not and shall not be required to become an “arranger”, “operator,”
“generator”, or “transporter” of hazardous substances, as defined in the
Comprehensive Environmental Response, Compensation, and Liability Act of 1990
(CERCLA), which are or may be encountered at or near the Site in connection
with ENGINEER’s activities under this Agreement.


Allocation
of Risks


Indemnification:


A.                                   To
the fullest extent permitted by law, ENGINEER and OWNER shall indemnify and
hold harmless each other, their officers, directors, partners, and employees
from and against any and all 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)
caused solely by their negligent acts or omissions or those of their officers,
directors, partners, employees, and consultants with respect to this Agreement.


B.                                     To
the fullest extent permitted by law, ENGINEER’s total liability to OWNER and
anyone claiming by, through, or under OWNER for any cost, loss, or damages
caused in part by the negligence of ENGINEER and in part by the negligence of
OWNER or any other negligent entity or individual, shall not exceed the
percentage share that ENGINEER’s negligence bears to the total negligence of
OWNER, ENGINEER, and all other negligent entities and individuals.


C.                                     In
addition, OWNER shall indemnify and hold harmless ENGINEER and its officers,
directors, partners, employees, and ENGINEER’s Consultants from and against all
costs, losses, and damages caused by, arising out of or resulting from a
Hazardous Environmental Condition.


ENGINEER’s Liability Limited to Amount of ENGINEER’s
Compensation: To the fullest extent permitted by law, and notwithstanding any
other provision of this Agreement, the total liability, in the aggregate, of
ENGINEER and ENGINEER’s officers, directors, partners, employees, agents, and
ENGINEER’s Consultants, and any of them, to OWNER and anyone claiming by,
through, or under OWNER for any and all claims, losses, costs, or damages
whatsoever arising out of, resulting from or in any way related to the Project
or the Agreement from any cause or causes, including but not limited to the
negligence, professional errors or omissions, strict liability or breach of 



 3
 









contract, or warranty, express or implied, of ENGINEER
or ENGINEER’s officers, directors, partners, employees, agents, or ENGINEER’s
Consultants, or any of them, shall not exceed the total compensation received
by ENGINEER under this Agreement.


Notices


Any notice required under this Agreement will be in
writing, addressed to the appropriate party at its address on the signature
page and given personally, or by registered or certified mail postage prepaid,
or by a commercial courier service.  All
notices shall be effective upon the date of receipt.


Survival


All express representations, indemnifications, or
limitations of liability included in this Agreement will survive its completion
or termination for any reason.


Severability


Any provision or part of the Agreement held to be void
or unenforceable under any Laws or Regulations shall be deemed stricken, and
all remaining provisions shall continue to be valid and binding upon OWNER and
ENGINEER who 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.


Waiver


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.  DEFINITIONS


Defined Terms


Wherever used in this
Agreement (including the Exhibits hereto) and printed with initial or all
capital letters, the terms listed below have the meanings indicated, which are
applicable to both the singular and plural thereof:


1.                                      Addenda - Written or graphic instruments issued prior to the
opening of Bids which clarify, correct, or change the Bidding Documents.


2.                                      Agreement - This “Standard Form of Agreement between OWNER
and ENGINEER for Professional Services,” including Exhibits.


3.                                      Bid - The offer or proposal of the bidder submitted on the
prescribed form setting forth the prices for the Work to be performed.


4.                                      Bidding Documents - The advertisement or invitation to Bid,
instructions to bidders, the Bid form and attachments, the Bid bond, if any,
the proposed Contract Documents, and all Addenda, if any.


5.                                      Construction Cost - The cost to OWNER of those portions of
the entire Project designed or specified by ENGINEER.  Construction Cost does not include costs of
services of ENGINEER or other design professionals and consultants, cost of
land, rights-of-way, or compensation for damages to properties, or OWNER’s
costs for legal, accounting, insurance counseling or auditing services, or
interest and financing charges incurred in connection with the Project, or the
cost of other services to be provided by others to OWNER pursuant to Exhibit B
of this Agreement.  Construction Cost is
one of the items comprising Total Project Costs.


6.                                      Contract Documents - Documents that establish the rights and
obligations of the parties engaged in construction and include the Construction
Agreement between OWNER and Contractor, Addenda (which pertain to the Contract
Documents), Contractor’s Bid (including documentation accompanying the Bid and
any post-Bid documentation submitted prior to the notice of award) when
attached as an exhibit to the Construction Agreement, the notice to proceed,
the bonds, appropriate certifications, the General Conditions, the
Supplementary Conditions, the Specifications and the Drawings as the same are
more specifically identified in the Construction Agreement, together with all
Written Amendments, Change Orders, Work Change Directives, Field Orders, and
ENGINEER’s written interpretations and clarifications issued on or after the
Effective Date of the Construction Agreement. Approved Shop Drawings and the
reports and drawings of subsurface and physical conditions are not Contract
Documents.


7.                                       Documents - Data, reports, Drawings, Specifications, Record
Drawings, and other deliverables, whether in printed or electronic media
format, provided or furnished in appropriate phases by ENGINEER to OWNER
pursuant to this Agreement.



 4
 









8.                                      Drawings - That part of the Contract Documents prepared or
approved by ENGINEER which graphically shows the scope, extent, and character
of the Work to be performed by Contractor. 
Shop Drawings are not Drawings as so defined.


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


10.                                ENGINEER’s Consultants - Individuals or entities having a
contract with ENGINEER to furnish services with respect to this Project as
ENGINEER’s independent professional associates, consultants, subcontractors, or
vendors.  The term ENGINEER includes
ENGINEER’s Consultants.


11.                                Hazardous Environmental Condition - The presence at the Site
of Asbestos, PCB’s, Petroleum, Hazardous Waste, or Radioactive Materials in
such quantities or circumstances that may present a substantial danger to
persons or property exposed thereto in connection with the Work.


12.                                Hazardous Waste - The term Hazardous Waste shall have the
meaning provided in Section 1004 of the Solid Waste Disposal Act (42 USC
Section 6903) as amended from time to time.


13.                                Laws and Regulations; Laws or Regulations - Any and all
applicable laws, rules, regulations, ordinances, codes, standards, and orders
of any and all governmental bodies, agencies, authorities, and courts having
jurisdiction.


14.                                Site - Lands or areas indicated in the Contract Documents as
being furnished by OWNER upon which the Work is to be performed, rights-of-way
and easements for access thereto, and such other lands furnished by OWNER which
are designated for use of Contractor.


15.                                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.


16.                                Work - The entire completed construction or the various
separately identifiable parts thereof required to be provided under the
Contract Documents with respect to this Project.  Work includes and is the result of performing
or furnishing labor, services, and documentation necessary to produce such
construction and furnishing, installing, and incorporating all materials and
all equipment into such construction, all as required by the Contract
Documents.


END



 5














ATTACHMENT


STANDARD HOURLY RATES

FOR YEAR 2006


	
  Principal/Project Manager

  	
   

  	
  $

  	
  90.00/hr.

  	
   

  
	
  Professional
  Engineer

  	
   

  	
  $

  	
  77.00/hr.

  	
   

  
	
  Design Engineer

  	
   

  	
  $

  	
  67.00/hr.

  	
   

  
	
  Engineering
  Technician

  	
   

  	
  $

  	
  50.00/hr.

  	
   

  
	
  CAD Technician

  	
   

  	
  $

  	
  42.00/hr.

  	
   

  
	
  Clerical

  	
   

  	
  $

  	
  38.00/hr.

  	
   

  



 


REIMBURSABLE
EXPENSES


	
  CAD Workstation &
  Plotter

  	
   

  	
  $3.00/hr.

  
	
  Printing

  	
   

  	
  Actual Cost

  
	
  Commercial
  Services

  	
   

  	
  Actual Cost

  
	
  Vehicle-Rental

  	
   

  	
  Actual Cost

  
	
  Vehicle-Company

  	
   

  	
  IRS Allowable Rate

  
	
  Rental Equipment

  	
   

  	
  Actual Cost

  
	
  Travel & Per
  Diem

  	
   

  	
  Actual Cost

  
	
  Laboratory
  Testing

  	
   

  	
  Actual Cost + 10%

  
	
  Sub Consultants

  	
   

  	
  Actual Cost + 10%

  
	
  Cellular
  Telephone Calls

  	
   

  	
  Actual Cost

  
	
  Long Distance
  Telephone Calls

  	
   

  	
  Actual Cost

  



 











TYPICAL TRACK DESIGN &
CONSTRUCTION SCHEDULE


Traditional
Design-Bid-Build Process


x            BY
ANTIOCH


x            By
Owner/Others


XXX        By Main Line RR


	
  PHASE

  	
   

  	
  Month

  1

  	
   

  	
  Month

  2

  	
   

  	
  Month

  3

  	
   

  	
  Month

  4

  	
   

  	
  Month

  5

  	
   

  	
  Month

  6

  	
   

  	
  Month

  7

  	
   

  	
  Month

  8

  	
   

  	
  Month

  9

  	
   

  	
  Month

  10

  	
   

  	
  Month

  11

  	
   

  	
  Month

  12

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  I.         STUDY
  & REPORT PHASE

  	
   

  	
  x

  	
   

  	
  x

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Conceptual
  Track Layout

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Conceptual Plant Layout

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Environ. & Permit Research

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Historical Preservation Research

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Preliminary
  Cost Estimate

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Client Review & Approval

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  II.        PRELIMINARY
  DESIGN PHASE

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  x

  	
   

  	
  x

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Surveys

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Grading
  Design

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Hydrology
  & Drainage Design

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bridge Design

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Geotechnical Design

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Plant Design

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Utility
  Coordination

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Permit Applications

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ROW
  Design

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Prelim
  Design Cost Est.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Client
  Review & Approval

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  III.       FINAL
  DESIGN PHASE

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  x

  	
   

  	
  x

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Track Design

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bridge
  Design

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Geotechnical
  Design

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Plant
  Design

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Utility Coordination

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Permit
  Issuance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ROW
  Acquisition

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Final Design Cost Est.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Client
  Review & Approval

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 











 


 


 


	
  IV.      BIDDING PHASE

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  x

  	
   

  	
  x

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bidding Documents

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Notice to Bidders

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Prebid Conference

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bid
  Opening

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Award

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  V.       CONSTRUCTION
  PHASE

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  x

  	
   

  	
  x

  	
   

  	
  x

  	
   

  	
  x

  	
   

  	
  x

  	
   

  	
  x

  	
   

  
	
  Contract Documents

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Preconstruction
  Conference

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mobilization

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Grading
  Construction

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bridge
  Construction

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Track
  Construction

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RAILROAD APPROVALS & CONSTRUCTION

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RR Concept Approval

  	
   

  	
   

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RR Final           
  Approval

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RR Track & Signal
  Design

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Industrial Track              
  Prep

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  o

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RR M               
  & Sch                

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  o

  	
   

  	
  o

  	
   

  	
  o

  	
   

  
	
  RR Track & Signal
  Installation

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  o

  	
   

  
	
  Final                     

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  o