HomeMy WebLinkAboutEcoEngineers - 9/10/2018 ecoengineere
r■.r
people-driven solutions
w
Y-
�r
ecoengineers
September 4,2018
EcoEngineers' Proposal#11083120181313 ®Original ❑ Revised
Steve Hoambrecker, Director
City of Waterloo
3505 Easton Ave.
Waterloo, IA 50702
RE: RENEWABLE NATURAL GAS CONSULTING—RNG OFFTAKE MARKET ANALYSIS
Dear Steve,
It was good meeting with you, Michelle, Mayor Hart, and Randy last week to discuss your potential
renewable natural gas (RNG) project. Thank you for giving EcoEngineers the opportunity to present this
proposal for renewable energy consulting services to complete a preliminary RNG offtake market analysis.
The City is interested in understanding the offtake options and revenue impacts including long term fixed
pricing, intermediate fixed prices, and other market strategies compared to using the RNG as
transportation fuel and generating RINs and potentially California LCFS credits.
1.0 EXECUTIVE SUMMARY
The City of Waterloo, Iowa would like to engage the consulting services of EcoEngineers to conduct a
preliminary RNG offtake market analysis for the City's potential biogas to RNG project. This analysis will
compare potential offtake structures and strategies and the associated revenues with a focus on long
term, fixed price agreements, intermediate (3-7 years) agreements, and short term, variable pricing
structures with RINs and potentially LCFS credits. The analysis will outline the revenue impacts to the
City's two potential RNG projects: RNG produced at the anaerobic lagoons processing waste from Tyson
and RNG produced at the City's wastewater treatment plant which processes municipal biosolids.
2.0 PROJECT TEAM
Available resources that will be allocated to this project are as follows:
• Brad Pleima, P.E.,Senior Engineer
• Shashi Menon, CEO
3.0 SCOPE OF WORK
Following are the services to be provided through this proposal. A description of each service and its
corresponding deliverable is provided below.
www.ecoengineers.us RNG Consulting I September 4,2018 1 1
eooengineer s
Task#1: RNG Offtake Market Analysis
EcoEngineers will complete the following items:
1. Outline the potential offtake and financial structures for the RNG produced by the City at the
WWTP and the anaerobic lagoons.
2. Summarize the long,intermediate,and short term RNG offtake options outside of the RFS and the
potential financial structures currently seen in the marketplace.
3. Summarize the RFS and California LCFS offtake options and the possibility of Waterloo
participating in both marketplaces.
4. Create 4-5 financial revenue scenarios using the offtake structures outlined in items#2 and#3.
5. Outline potential risk mitigation strategies for the City.
6. Recommend next steps for the City to consider.
7. Draft a report summarizing the results of offtake market analysis.
8. Send a draft of the report to the City for review.
9. Incorporate City comments into the report and submit a final report in PDF format.
10. Attend a meeting in Waterloo and present to the City summarizing the results of the analysis and
report.
4.0 PROJECT TIMELINE
The work shall commence with a signed contract and the following timeline is proposed.
Time Frame Task# Description of Activities to be Completed Days from receiving
complete data set
30 days 1-9 Offtake Market Analysis 30 days
30-60 days 10 Presentation to the City of Waterloo 30-60 days
5.0 PROJECT DELIVERABLES
Final deliverables will include the following:
Task# Final Deliverable Description
1 RNG Offtake Market Analysis Report
6.0 PROJECT FEE SCHEDULE
The following activities and their associated costs are outlined below for consulting services for the
project:
Acct. Task Unit
Code # Description Qty. Unit Amount
Price
600 1-9 RNG Offtake Market Analysis 1 Lump $9,950
Sum $9,950
600 10 Presentation to City 1 Lump $1,900
Sum $1,900
TOTAL $11,850
www.ecoengineers.us RNG Consulting I September 4,2018 12
q ecoengineer s
The total funds requested for these services is $11,850 (excluding taxes where applicable). The costs
provided in this proposal are based on the information provided. If new information arises which
necessitates a change in scope,an updated proposal will be provided.
7.0 OTHER SOW-SPECIFIC TERMS AND CONDITIONS
Unforeseen regulatory changes proposed/implemented by USEPA, CARB, or other regulatory agencies
during this project may impact the services provided in this scope of work. If necessary EcoEngineers will
notify client and provide an amended scope of work.
If this proposal is agreeable to you, please sign the enclosed agreement and return. We will countersign
and return a copy to you. If you have any questions, please contact me at 515-985-1281 or
bpleima@ecoengineers.us. EcoEngineers appreciates the opportunity to assist you in this matter.
Sincerely,
Brad Pleima, P.E.
Senior Engineer
Encl: EcoEngineers Services Contract Agreement
cc: File
www.ecoengineers.us RNG Consulting September 4,2018 3
fecoengineers
rr 03=-dr:,Fr'.sCrlatga<
AGREEMENT TERMS AND CONDITIONS
The attached Scope of Work("SOW"), adopts and incorporates by reference the terms and conditions of
the master agreement#08312018WTL("Master Agreement"),which was entered into on the date below
between TPR Enterprises, LLC, d/b/a Eco Engineers, an Iowa limited liability company ("EcoEngineers")
and the City of Waterloo, Iowa ("Client"),as it may be amended from time to time.
This SOW is effective beginning on date signed below, ("Effective Date") and will remain in effect until
terminated in accordance with the Master Agreement. Transactions performed under this SOW will be
conducted in accordance with and be subject to the terms and conditions of this SOW, and the Master
Agreement.
GENERAL CONDITIONS
SOW Number: #R08312018BP
Proposal Amount: $11,850
Terms of Payment: Progress billed due net 30 and prior to final report submission
Taxes: Not included
Pricing: Proposal and pricing valid for 30 Days
IN WITNESS WHEREOF,the parties hereto have executed this SOW as of the date below.
City of Waterloo, Iowa: EcoEngineers:
c
Authorized Signa u _ Authorized Signature
�ven�-�� � - .��i-rel m�-t��n- ��-->•,�,t.
Full Name Full Name
Title Title
i/It,
Date Effective Date
www.ecoenaineers.us RNG Consulting September 4,2018 4
@ ecoengineers
Invoicing Information
Please fill out the following information:
Company Name to be invoiced:
Billing Address of Company:
PO Box/Suite Address of Company:
City: State: Zip Code:
Country: Phone: Website:
Plant Address, if different from above:
PO Box/Suite Address of Company:
City: State: Zip Code:
Country: Phone: Website:
Shipping Address of Company,if different from above:
PO Box/Suite Address of Company:
City: State: Zip Code:
Country:
Person to receive invoice: Email Address:
Person to receive invoice: Email Address:
Type of payment for the invoice: Check Wire Credit Card
Will PO numbers be required for your company on invoice? Yes No
Is there any other required information which needs to be on the invoices? Please explain.
Who to contact for past due invoices, if different from above:
Name:
Email Address:
Office Phone: Cell/Other Phone:
www.ecoengineers.us RNG Consulting I September 4,2018 5
ecoengineers
ECOENGINEERS TERMS AND CONDITIONS(#08312018WfL)
1. Applicability.
(a) These terms and conditions of sale (these "Terms") are the only terms which govern the sale of
the goods("Goods")and services("Services")by TPR Enterprises, LLC,d/b/a Eco Engineers("EcoEngineers")to the
buyer named on the SOW(as defined below)("Client").Notwithstanding anything herein to the contrary,if a written
contract signed by both parties is in existence covering the sale of the Goods and Services covered hereby,the terms
and conditions of said contract shall prevail to the extent they are inconsistent with these Terms.
(b) The accompanying scope of work(the"SOW"),any required Sublicense(defined in Section 14(b)
herein),and these Terms(collectively,this"Agreement")comprise the entire agreement between the parties, and
supersede all prior or contemporaneous understandings,agreements,negotiations,representations and warranties,
and communications, both written and oral.These Terms prevail over any of Client's general terms and conditions
of purchase regardless whether or when Client has submitted its purchase order or such terms.
(c) Notwithstanding anything to the contrary contained in this Agreement, EcoEngineers may, from
time to time change the Services without the consent of Client provided that such changes do not materially affect
the nature or scope of the Services,or the fees or any performance dates set forth in the SOW.
2. Delivery of Goods and Performance of Services.
(a) The Goods will be delivered as provided pursuant to the SOW. EcoEngineers shall not be liable for
any delays, loss or damage in transit. If for any reason Client fails to accept delivery of any of the Goods on the date
fixed pursuant to EcoEngineers' notice that the Goods have been provided to Client,or if EcoEngineers is unable to
deliver the Goods on such date because Client has not provided appropriate instructions, documents, licenses or
authorizations: (i) risk of loss to the Goods shall pass to Client; and (ii) the Goods shall be deemed to have been
delivered.
(b) EcoEngineers shall use reasonable efforts to meet any performance dates to render the Services
specified in the SOW,and any such dates shall be estimates only.
(c) With respect to the Services,Client shall(i)cooperate with EcoEngineers in all matters relating to
the Services and provide such access to Client's premises,and such office accommodation and other facilities as may
reasonably be requested by EcoEngineers,for the purposes of performing the Services;(ii)respond promptly to any
EcoEngineers request to provide direction, information,approvals, authorizations or decisions that are reasonably
necessary for EcoEngineers to perform Services in accordance with the requirements of this Agreement;(iii)provide
such customer materials or information as EcoEngineers may request to carry out the Services in a timely manner
and ensure that such customer materials or information are complete and accurate in all material respects;and(iv)
obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services
before the date on which the Services are to start.
3. Client's Acts or Omissions; Representations. If EcoEngineers'performance of its obligations under
this Agreement is prevented or delayed by any act or omission of Client or its agents,subcontractors,consultants or
employees, EcoEngineers shall not be deemed in breach of its obligations under this Agreement or otherwise liable
for any costs,charges or losses sustained or incurred by Client,in each case,to the extent arising directly or indirectly
from such prevention or delay. Further, Client represents and warrants to EcoEngineers that all information
provided to EcoEngineers in the performance of EcoEngineers'Services shall be complete and accurate
4. Change of Scope.
www.ecoengineers.us Master Service Agreement I September 4,2018 1
ecoengineers
(a) If either party wishes to change the scope or performance of the Services,it shall submit details of
the requested change to the other party in writing. EcoEngineers shall,within a reasonable time after such request,
provide a written estimate to Client of: (i) the likely time required to implement the change; (ii) any necessary
variations to the fees and other charges for the Services arising from the change;(iii)the likely effect of the change
on the Services;and(iv)any other impact the change might have on the performance of this Agreement.
(b) Promptly after receipt of the written estimate,the parties shall negotiate and agree in writing on
the terms of such change (a "Change Order"). Neither party shall be bound by any Change Order unless mutually
agreed upon in writing in accordance with Section 24.
5. Inspection and Resection of Nonconforming Goods.
(a) Client shall inspect the Goods upon receipt("Inspection Period"). Client will be deemed to have
accepted the Goods unless it notifies EcoEngineers in writing of any Nonconforming Goods during the Inspection
Period and furnishes such written evidence or other documentation as reasonably required by EcoEngineers within
thirty (30) days of receipt. "Nonconforming Goods" means only that product provided which is different than
identified in Client's SOW.Notwithstanding anything to the contrary,should EcoEngineers be required to update any
Goods or Services resulting from a change in applicable regulations, such modification will be treated as a Change
Order.
(b) If Client timely notifies EcoEngineers of any Nonconforming Goods, EcoEngineers shall,within ten
(10) business days, in its reasonable discretion, (i) replace such Nonconforming Goods with conforming Goods, or
(ii)credit or refund the Price for such Nonconforming Goods, together with any reasonable shipping and handling
expenses incurred by Client in connection therewith. If EcoEngineers exercises its option to replace Nonconforming
Goods, EcoEngineers shall, after receiving Client's shipment of Nonconforming Goods, deliver to Client, at Client's
expense and risk of loss,the replaced Goods to the Delivery Point.
(c) Client acknowledges and agrees that the remedies set forth in Section 8 are Client's exclusive
remedies for the delivery of Nonconforming Goods.
6. Price.
(a) Client shall purchase the Goods and Services from EcoEngineers at the price(the"Price")set forth
in the SOW, and contingent upon the conditions as provided therein. Any such Goods and Services not specifically
set forth in the SOW shall be billed by EcoEngineers to Client on a time and materials basis, based on those prices
and rates as in effect as of the date of the SOW.
(b) Client agrees to reimburse EcoEngineers for all reasonable travel and out-of-pocket expenses
incurred by EcoEngineers in connection with the performance of the Services, calculated to equal the sum of:the
actual cost times ten percent(10%).
(c) All Prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and
charges of any kind imposed by any Governmental Authority on any amounts payable by Client. Client shall be
responsible for all such charges,costs and taxes;provided,that,Client shall not be responsible for any taxes imposed
on, or with respect to, EcoEngineers' income, revenues, gross receipts, personnel or real or personal property or
other assets.
7. Payment Terms.
(a) Client shall pay all invoiced amounts due to EcoEngineers within thirty(30)days from the date of
EcoEngineers'invoice,unless otherwise provided in the SOW.Clients may also be billed prior to the commencement
www.ecoengineers.us Master Service Agreement I September 4,20181 2
1�, ecoengineers
j:t.-*iE-+Y_tr Fri SUIJII4 YDS
of services, depending on the Goods and Services provided and as may be required in the SOW. Client shall make
all payments hereunder by wire transfer or check and in US dollars.
(b) Client shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the
highest rate permissible under applicable law, calculated daily and compounded monthly. Client shall reimburse
EcoEngineers for all costs incurred in collecting any late payments,including,without limitation,attorneys'fees,and
shall be charged a thirty dollar ($30) fee for each check returned for non-sufficient funds by the Client bank. In
addition to all other remedies available under these Terms or at law (which EcoEngineers does not waive by the
exercise of any rights hereunder), EcoEngineers shall be entitled to suspend the delivery of any Goods or
performance of any Services if Client fails to pay any amounts when due hereunder and such failure continues for
fifteen(15)days following written notice thereof. Client shall not withhold payment of any amounts due and payable
by reason of any set-off of any claim or dispute with EcoEngineers, whether relating to EcoEngineers' breach,
bankruptcy or otherwise.
(c) As collateral security for the payment of the Price of the Goods,Client hereby grants to the Seller,
a lien on and security interest in and to all of the right, title and interest of Client in, to and under the Goods,
wherever located,and whether now existing or hereafter arising or acquired from time to time,and in all accessions
thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the
foregoing.
8. Limited Warranty.
(a) EcoEngineers warrants to Client that it shall provide any Goods and perform the Services using
personnel of required skill, experience and qualifications and in a professional and workmanlike manner in
accordance with generally recognized industry standards for similar services and shall devote adequate resources to
meet its obligations under this Agreement.
(b) EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 8(a) ECOENGINEERS MAKES NO
WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS OR SERVICES, INCLUDING ANY (a) WARRANTY OF
MERCHANTABILITY; OR (b)WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (d)WARRANTY AGAINST
INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY;WHETHER EXPRESS OR IMPLIED BY LAW,
COURSE OF DEALING,COURSE OF PERFORMANCE,USAGE OF TRADE OR OTHERWISE.
(c) FOR THE AVOIDANCE OF DOUBT, ECOENGINEERS MAKES NO REPRESENTATIONS OR
WARRANTIES WITH RESPECT TO ANY THIRD PARTY PRODUCT, INCLUDING ANY (a) WARRANTY OF
MERCHANTABILITY; (b)WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d)
WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER
EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR
OTHERWISE.
(d) EcoEngineers shall not be liable for a breach of the warranties set forth in Section 8(a) unless: (i)
Client gives written notice of the defective Goods or Services, as the case may be, reasonably described, to
EcoEngineers within ten (10) days of the time when Client discovers or ought to have discovered the defect; (ii) if
applicable, EcoEngineers is given a reasonable opportunity after receiving the notice of breach of the warranty set
forth in Section 8(a)to examine such Goods and Client(if requested to do so by EcoEngineers) returns such Goods
to EcoEngineers' place of business at EcoEngineers' cost for the examination to take place there; and (iii)
EcoEngineers reasonably verifies Client's claim that the Goods or Services are defective.
(e) EcoEngineers shall not be liable for a breach of the warranty set forth in Section 8(a) if: (i) Client
makes any further use of such Goods or Services after giving such notice; (ii)the defect arises because Client failed
to follow EcoEngineers'oral or written instructions as to the Goods or Services; or(iii) Client alters or repairs such
Goods or Services without the prior written consent of EcoEngineers.
www.ecoengineers.us Master Service Agreement I September 4,20181 3
ecoengineere
(f) Subject to Section 8(e)above,with respect to any Services subject to a claim under the warranty
set forth in Section 8(a), EcoEngineers shall, in its sole discretion, (i) repair or re-perform the applicable Goods or
Services or(ii)credit or refund the price of such Goods or Services at the pro rata contract rate.
(g) THE REMEDIES SET FORTH IN SECTION 8(f)SHALL BE THE CLIENT'S SOLE AND EXCLUSIVE REMEDY
AND ECOENGINEERS' ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES SET FORTH IN SECTION
8(a),RESPECTIVELY.
9. Limitation of Liability.
(a) IN NO EVENT SHALL ECOENGINEERS BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR
ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY
CONSEQUENTIAL,INDIRECT,INCIDENTAL,SPECIAL,EXEMPLARY,OR PUNITIVE DAMAGES WHETHER ARISING OUT
OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH
DAMAGES WERE FORESEEABLE AND WHETHER OR NOT ECOENGINEERS HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES,AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL
PURPOSE.
(b) IN NO EVENT SHALL ECOENGINEERS' AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO
THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING
NEGLIGENCE)OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO ECOENGINEERS FOR THE GOODS
AND SERVICES SOLD HEREUNDER. The limitation of liability set forth herein shall not apply to(i) liability resulting
from EcoEngineers'gross negligence or willful misconduct and(ii)death or bodily injury resulting from EcoEngineers'
acts or omissions.
10. Insurance. During the term of this Agreement and for a period of twelve (12) months thereafter,
each party shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not
limited to, commercial general liability (including product liability) for an amount that is reasonable based on
industry standards with financially sound and reputable insurers. Upon EcoEngineers' request, Client shall provide
EcoEngineers with a certificate of insurance from Client's insurer evidencing the insurance coverage specified in
these Terms. Client shall provide EcoEngineers with thirty (30) days' advance written notice in the event of a
cancellation or material change in Client's insurance policy. Except where prohibited by law,Client shall require its
insurer to waive all rights of subrogation against EcoEngineers'insurers and EcoEngineers.
11. Compliance with Law. Client shall comply with all applicable laws, regulations and ordinances.
Client shall maintain in effect all the licenses,permissions,authorizations,consents and permits that it needs to carry
out its obligations under this Agreement.
12. Termination. In addition to any remedies that may be provided under these Terms, either party
may terminate this Agreement with immediate effect upon thirty(60) day prior written notice to the other party.
EcoEngineers may terminate Clients Quality Assurance Program status, effective immediately upon written notice
to Client.
13. Waiver. No waiver by EcoEngineers of any of the provisions of this Agreement is effective unless
explicitly set forth in writing and signed by EcoEngineers. No failure to exercise, or delay in exercising, any right,
remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No
single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise
thereof or the exercise of any other right, remedy,power or privilege.
14. Intellectual Property.
www.ecoengineers.us Master Service Agreement I September 4,2018 4
$-* ecoengineer s
(a) All intellectual property rights, including copyrights, patents, patent disclosures and inventions
(whether patentable or not),trademarks service marks,trade secrets,know-how and other confidential information,
trade dress,trade names, logos, corporate names and domain names,together with all of the goodwill associated
therewith,derivative works and all other rights(collectively,"Intellectual Property Rights")in and to all documents,
work product and other materials that are delivered to Client under this Agreement or prepared by or on behalf of
EcoEngineers in the course of performing the Services(collectively,the"Deliverables")except for any Confidential
Information of Client or client materials shall be owned by EcoEngineers.EcoEngineers hereby grants Client a license
to use all Intellectual Property Rights free of additional charge and on a non-exclusive,worldwide, non-transferable,
non-sublicenseable,fully paid-up, royalty-free and perpetual basis to the extent necessary to enable Client to make
reasonable use of the Deliverables and the Services.
(b) Access to any such third party intellectual property, including any web-based software systems,
which may be specifically included in the Services to be provided by EcoEngineers pursuant to the SOW, may be
conditioned upon the Client to entering into an additional licensing agreement with EcoEngineers(the"Sublicense").
The Sublicense shall be provided separately to Client by EcoEngineers.
15. Confidential Information.All non-public,confidential or proprietary information of a party hereto
a ("disclosing party"), including but not limited to, specifications, samples, patterns, designs, plans, drawings,
documents,data,business operations,customer lists,pricing,discounts or rebates,disclosed by the disclosing party
to the other party hereto,whether disclosed orally or disclosed or accessed in written, electronic or other form or
media, and whether or not marked, designated or otherwise identified as "confidential" in connection with this
Agreement is confidential,solely for the use of performing this Agreement and may not be disclosed or copied unless
authorized in advance by the disclosing party in writing. Upon the disclosing party's request,the receiving party shall
promptly return all documents and other materials received from the disclosing party.The disclosing party shall be
entitled to injunctive relief for any violation of this Section 15.This Section 15 does not apply to information that is:
(a) in the public domain; (b) known to the receiving party at the time of disclosure; or(c) rightfully obtained by the
receiving party on a non-confidential basis from a third party.
16. Force Maieure. The EcoEngineers shall not be liable or responsible to Client, nor be deemed to
have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this
Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond
the reasonable control of EcoEngineers including,without limitation,acts of God,flood,fire,earthquake,explosion,
governmental actions,war, invasion or hostilities(whether war is declared or not),terrorist threats or acts, riot,or
other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes
(whether or not relating to either party's workforce),or restraints or delays affecting carriers or inability or delay in
obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
17. Assignment. Neither party shall assign any of its rights or delegate any of its obligations under this
Agreement without the prior written consent of the other party,such consent not to be unreasonably withheld.Any
purported assignment or delegation in violation of this Section 17 is null and void. EcoEngineers may delegate any
of its obligations under this Agreement without the prior written consent of Client. No assignment or delegation
relieves Client of any of its obligations under this Agreement.
18. Relationship of the Parties. The relationship between the parties is that of independent
contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint
venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither
party shall have authority to contract for or bind the other party in any manner whatsoever.
19. No Third-Party Beneficiaries.This Agreement is for the sole benefit of the parties hereto and their
respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer
upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or
by reason of these Terms.
www.ecoengineers.us Master Service Agreement I September 4,2018 5
_ ecoengineers
20. Governine Law: Venue. All matters arising out of or relating to this Agreement are governed by
and construed in accordance with the internal laws of the State of Iowa without giving effect to any choice or conflict
of law provision or rule(whether of the State of Iowa or any other jurisdiction)that would cause the application of
the laws of any jurisdiction other than those of the State of Iowa. Any legal suit,action or proceeding arising out of
or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts
of the State of Iowa in each case located in the City of Des Moines and County of Polk, and each party irrevocably
submits to the exclusive jurisdiction of such courts in any such suit,action or proceeding.
21. Notices. All notices, requests, consents, claims, demands, waivers and other communications
hereunder(each,a "Notice")shall be in writing and addressed to the parties at the addresses set forth on the face
of the SOW or to such other address that may be designated by the receiving party in writing.All Notices shall be
delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), e-mail (with
confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage
prepaid). Except as otherwise provided in this Agreement,a Notice is effective only(a)upon receipt of the receiving
party,and(b)if the party giving the Notice has complied with the requirements of this Section.
22. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this
Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
23. Survival. Provisions of these Terms which by their nature should apply beyond their terms will
remain in force after any termination or expiration of this Agreement including, but not limited to, the following
provisions:Insurance,Compliance with Laws,Intellectual Property,Confidential Information,Governing Law;Venue,
and Survival.
24. Amendment and Modification.These Terms may only be amended or modified in a writing stating
specifically that it amends these Terms and is signed by an authorized representative of each party.
25. Attorney's Fees. In the event that any action, suit, or other legal or administrative proceeding is
instituted or commenced by either party hereto against the other party arising out of or related to the Agreement,
the prevailing party shall be entitled to recover its reasonable attorneys'fees and court costs from the non-prevailing
party.
26. Unit Rates. The following unit rates will apply to Site Audit Mob/Demob and Analytical
Fees and any additional work requested by Customer. Site Audit Mob/Demob and Analytical fees will be
billed following the site audit.
Description/Role Unit Unit Price
Senior Regulatory Consultant Hour $ 250
Regulatory Consultant II Hour $ 200
Regulatory Consultant I Hour $ 130
Project Manager II Hour $ 200
Project Manager I Hour $ 130
Life Cycle Analyst(2 hour minimum) Hour $ 350
Compliance Specialist Hour $ 130
Admin/Data Analyst/Marketing Hour $ 105
Mileage Mile $0.545
Tier III Cities Per Diem- Meals Day $50.00
www.ecoengineers.us Master Service Agreement I September 4,20181 6
e c o e n g i n e e r s
Tier II Cities Per Diem - Meals Day $75.00
Tier I Cities Per Diem - Meals Day $95.00
Tier III Cities Per Diem- Hotels Day $125.00
Tier II Cities Per Diem - Hotels Day $215.00
Tier I Cities Per Diem - Hotels Day $300.00
Per Diem- Rental Car Day $95.00
Other Direct Expense, Printing, Shipping Each Expenses+ 10%
Forensic Feedstock Analysis Each $320.00
ASTM 6751 Critical Spec Each $300.00
NOTICE:EcoEngineers is completely independent of the renewable fuel producers it audits and plays no role
in their RIN generation process. EcoEngineers and its contractors and subcontractors are not owned or
operated by any renewable fuel producer or foreign ethanol producer, or any subsidiary or employee of a
renewable fuel producer or foreign ethanol producer. EcoEngineers is not owned or operated by any
obligated party or any subsidiary or employee of an obligated party as defined in 40 CFR § 80.1406.
EcoEngineers does not own, buy, sell, or otherwise trade RINs, unless required to maintain a financial
assurance mechanism for a Quality Assurance Program(QAP)implemented under QAP Option A pursuant to
40 CFR § 80.1469(a) during the interim period or to replace an invalid RIN pursuant to 40 CFR § 80.1474.
EcoEngineers is entirely free from any interest in any and all QAP Clients'businesses or in the monetary value
of their RINs.
www.ecoengineers.us Master Service Agreement I September 4, 2018 1 7