STANDARD FORM OF
AGREEMENT
BETWEEN OWNER AND ENGINEER
FOR
PROFESSIONAL SERVICES 



This AGREEMENT is made by and Golden
Grain Energy, LLC (GGE) 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 serving the ethanol plant at Mason City, IA. 



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


	X	Standard Terms and Conditions	 
	X	Attachment A:	ENGINEER's Services	 
	X	Attachment B:	OWNER's Responsibilities	 
	X	Attachment C:	Payments to ENGINEER for Services and Reimbursable
Expenses	 
		Attachment G:	Insurance	




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



 GOLDEN GRAIN ENERGY, LLC 
	


                                                                                                        ENGINEER 



                                   ANTIOCH International, Inc.

	


     	


     
	







BY:            /s/  Walter Wendland           

Authorized Representative	





                            BY:       /s/  William J. Jones 
        

Authorized Representative
	


                                        

     	


     
	


                                        


                                        TITLE:     President

                                        
     	


                                        


                                        TITLE:     President

                                        
     
	




     	


     
	





EFFECTIVE DATE:                Nov. 20, 2002	


                   


                   DATE:      November 14, 2002 
	


     



     	


     
	





ADDRESS: 	





ADDRESS: 
	     951 N. Linn Street	 	     2540 South 221st Circle	 
	     P.O. Box 435	 	     Elkhorn, NE 68022	 
	     New Hampton, IA  50659	 	     Telephone: 402-289-2217	 
	     Telephone: 641-394-4059	 	     ENGINEER's Contact: William J.
Jones	 
	     OWNER's Contact: Stan Laures	 	     Job No.: 98-083	 












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 



     	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 with
          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 indicated 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 probably 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: 



          



	  	o  	  	Prepare
and conceptual track plan constructible in stages to accommodate the initial 40 MG plant
design as well as the future layouts for plant expansion to 80 MG.  Plant
production will generate 20 ethanol tank cars and 20 DDG hopper cars of outbound
product each week. 



	  	o  	  	UPRR
will service the plant by UPRR is planned twice each week.  The initial track
construction concept is represented by                   the track layout in Attachment A
for handling 10 ethanol tank cars plus 10 DDG hopper cars. 



	  	o  	  	Current
mainline traffic is 8-10 trains per day. 



	  	o  	  	Coordinate
track design with the mainline railroad and Fagen Engineering, LLC. 




     7.    
          Furnish two review copies of the Report to OWNER within 14 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 to 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 the 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 of 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 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: 



          


      PHASE
1 GRADING 


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




	  	o  	  	Match
line between railroad subgrade and plant subgrade. 




	  	o  	  	Top
of rail profile. 




	  	o  	  	Grading
contour plan. 




	  	o  	  	Grading
sections at 100' intervals. 




	  	o  	  	Special
ditching elevations. 




	  	o  	  	Locations
of service roads. 




	  	o  	  	Typical
grading cross sections 




	  	o  	  	Subgrade
staking report. 




      PHASE 2
GRADING 
	  	o  	  	Culvert
plans showing length, flowline elevations & end treatments. 




	  	o  	  	Yard
track drainage inlets and piping plan. 




	  	o  	  	Erosion
control plan 




	  	o  	  	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 30 days after authorization to proceed
          with the Preliminary Design Phase. OWNER’s Consultant to prepare the Phase
          1 and Phase 2 Grading 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 OWNER. 




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 probably Construction Cost and
          any adjustments to Total Project Costs known to ENGINEER. 



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





	  	o  	  	Track
geometry & stationing based on the project coordinate system.  




	  	o  	  	Railroad
mile posts & 14’ clearance points for mainline turnouts.  




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




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




	  	o  	  	Horizontal
& vertical clearances.  




	  	o  	  	Loadout
sequence.  




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




	  	o  	  	Location
of fencing and gates. o Location, length & type of grade crossing surface and warning
devices.  




	  	o  	  	Typical
track cross section and walkway details  




	  	o  	  	Construction
sequencing plan.  




	  	o  	  	Traffic
control & signing plan for access road crossings. 




	  	o  	  	Track
construction notes & details. 




	  	o  	  	Track
construction specifications. 




	  	o  	  	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 30 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 it ENGINEER’s services are to 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 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 OWNER. 











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,
          Specification, 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 constructibility 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 the
          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 a 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



Section 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 Services Having
a Determined Scope – Lump sum Method of Payment 



OWNER shall pay ENGINEER for Basic
Services set forth in Exhibit A, Part I 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 amount of 3% of the estimated total construction cost estimated to be
          $665,500 (=$19,966) based on the following assumed distribution of compensation: 




			
		a. 	Study and Report Phase	 	$     4,000	.00
		b.	Preliminary Design Phase-Grading Design	 	$     7,983	.00
		c.	Final Design Phase-Track Design	 	$     7,983	.00
		d.	Additional Services	 	Not included
		e.	Bidding and Negotiating Phase	 	Not included
		f.	Construction Phase (Up to 40 hrs.)	 	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
          four months. Should the Contract Times to complete the Work be extended beyond
          this period, the total compensation to ENGINEER shall be appropriately adjusted. 



          



 
END 











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 changes 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 payments 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. Payment
          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 or probable Construction Cost prepared by ENGINEER. If OWNER wishes
grater assurance as to probable Construction Cost, OWNER shall employ an independent cost
estimator as provided in Exhibit B. 




6. GENERAL
CONSIDERATION 




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 references 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 delivery 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 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 assignee
          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 ot the negligence professional errors or
omissions, strict liability or breach of 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 the 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. 



     	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 not 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 











[GRAPHIC]