Page 1 of

Lansing Board of Water and Light PO Box 13007 Lansing MI 48901-3007 Purchase Order 4500029436
199584 BURNS & ROE INC ATTN: PETER KAWA 800 KINDERKAMACK RD ORADELL NJ 07649-1533 Phone: Mobile: Fax: E-Mail: 201-265-2000 201-986-4418 pkawa@roe.com Incoterms: Payment Terms: FOB Lansing

03/08/2011

Net due within 30 days

Show BWL purchase order number on all shipping documents, invoices and other related correspondence. Vendor must acknowledge this purchase order using the attached form.

Purchase order line items to follow on the next page

Additional terms and conditions governing this transaction are attached to and made a part of this purchase order. Contact: MacLennan, Daniel Phone: 517-702-6195 Mobile: 517-331-6195 Fax: 517-702-6042 E-Mail: dsm@lbwl.com
Authorized by Daniel S. MacLennan, C.P.M. Purchasing Manager

Send Invoices to: Lansing Board of Water and Light Attn: Accounts Payable PO Box 13007 Lansing, MI 48901-3007 Phone: 517-702-6188 Fax: 517-702-6183 E-Mail: BWLInvoices@lbwl.com Federal ID: 38-6005774

Page 2 of

Lansing Board of Water and Light PO Box 13007 Lansing MI 48901-3007 Purchase Order 4500029436

03/08/2011

_____________________________________________________________________________________________ Ship to: Deliveries Mon-Fri 8:00 a.m.- 3:00 p.m. Lansing Board of Water and Light Receiving Phone: 517-702-6287 Purchasing and Warehousing Special Instructions: Call 1 hour in advance of delivery 1110 S. Pennsylvania Ave Lansing, MI 48912-1635 _____________________________________________________________________________________________ _____________________________________________________________________________________________
10 6,250,000 EA FURNISH BASIC SERVICES AS DETAILED IN THE AGREEMENT FOR ENGINEERING AND ARCHITECTURAL SERVICES, DATED 3/7/11, BETWEEN BWL AND BURNS & ROE. Delivery Date: 08/01/2013 1.00 6,250,000.00 Item Qty Unit BWL Item Description Unit Price Total Price

This Purchase Order is issued persuant to the Request for Proposal for the Reo Town Plant Engineer Services, dated 01/10/11.

_____________________________________________________________________________________________
20 677,000 EA FURNISH REIMBURSEABLE EXPENSES AS DETAILED IN THE AGREEMENT FOR ENGINEERING AND ARCHITECTURAL SERVICES, DATED 3/7/11, BETWEEN BWL AND BURNS & ROE. THE STATED PRICE IS A GUARANTEED MAXIMUM PRICE THAT CAN BE INVOICED BY BURNS & ROE. Delivery Date: 08/01/2013 1.00 677,000.00

_____________________________________________________________________________________________ _____________________________________________________________________________________________
PO Total 6,927,000.00

_____________________________________________________________________________________________

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Lansing Board of Water and Light PO Box 13007 Lansing MI 48901-3007 Purchase Order 4500029436

03/08/2011

The Purchase Order incorporates the following documents: A. This Purchase Order Cover Document; B. Agreement for Engineering and Architectural Services, dated March 7, 2011; C. BWL Plant Engineer Request for Qualifications (RFQ), dated December 16, 2010; D. BWL Plant Engineer Request for Proposal (RFP), dated January 10, 2011; E. RFP Bid Addendum No. 1, dated January 14, 2011; F. RFP Bid Addendum No. 2, dated January 18, 2011; G. RFP Bid Addendum No. 3, dated January 25, 2011; H. RFP Bid Addendum No. 4, dated February 1, 2011; I. Burns & Roe#s Statement of Qualifications, dated December 27, 2011; J. Burns & Roe#s Proposal, date February 4, 2011 K. The information provided during the Burns & Roe#s presentation on February 16, 2011; L. Burns & Roes Insurance Certifications; M. Burns & Roes Completed Purchase Order Acknowledgement.

Prior to start of Work the Burns & Roe shall provide the following Documents to: Board of Water & Light Attn: Daniel MacLennan 1110 S. Pennsylvania PO BOX 13007 Lansing, MI 48901 Certificates of Insurance; Completed Purchase Order Acknowledgement

Send Invoices and Supporting Documents to: Board of Water & Light Attn: Dan Flynn P.O. BOX 13007 Lansing, MI 48912 The BWL Project Manager for this Project is: Dan Flynn 517-702-6510 DJF@LBWL.COM All Terms and Conditions per Agreement for Engineering and Architectural Services, dated March 7, 2011 ALL WORK TO BE PER BWL SPECIFICATION. INSPECTION AND APPROVAL MUST OCCUR PRIOR TO PAYMENT.

J(f4 C o Pi"

REO TOWN PLANT

AGREEMENT FOR ENGINEERING AND A R C H I T E C T U R A L SERVICES This Agreement for Engineering and Architectural Services (this "Agreement") is entered into this 7th day of March, 2011 by the City of Lansing by its Board of Water and Light, the principal business address of which is 1232 Haco Drive, Lansing, Michigan 48901 (the "BWL") and Bums and Roe Enterprises, Inc., a New Jersey Corporation, Authorized to do business in the State of Michigan, the principal business address of which is 800 Kinderkamack Road, Oradell, NJ 07649 (the "E/A"). RECITALS A. The BWL intends to develop a new natural gas fired cogeneration facility, commonly known as the Reo Town Plant, (the "Project") at 1203 S. Washington Avenue, in Lansing, Michigan (the "Project Site") to provide steam and electricity to the BWL customers. The Project is more particularly described in Article 2 hereof. B. The BWL desires to engage the E/A to provide professional engineering and architectural services in connection with the design, engineering, equipping, constmction, commissioning, start-up, and turnover of the Project. C. The E/A agrees to perform and complete such services in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, the BWL and the E/A agree as follows:

A R T I C L E 1 - DEFINITIONS The following terms shall have the meanings specified in this Article 1 when capitalized and used in this Agreement: "Acknowledgement of Purchase Order" has the meaning set forth in Section 9.7.1. "Additional Services" has the meaning set forth in Section 4.2. "Agreement" means this Agreement, including the Exhibits and other documents incorporated herein by reference, as amended and modified in accordance with the terms of this Agreement. "Bid Documents" has the meaning set forth in Section 9.7.4. "BWL Consultants" has the meaning set forth in Section 3.2. "BWL Indemnitees" means the City of Lansing, by its Board of Water and Light, its employees, Board Members, and officers. 1

"BWL Parties" means the BWL Indemnitees, the Owner's Representative, and the BWL Consultants. "Check Out" means the process of final set-up, alignment, flushing, cleaning, chemical cleaning, operation, calibration and testing of individual components, sub-systems, and systems within the Project, in accordance with the Testing Protocol and Final Plans and Specification, prior to Startup. "Close-Out" means the process to reach final completion of the Project, including completion of punchlist work by the Construction Manager, and deliveiy to the Owner of all final submittals, completion of Final Acceptance Tests and submittal to the MDNRE ofthe Final Test Report. "Commercial Operations" means commercial operation of the Plant in accordance with the Project Criteria and substantial completion of all other components of the Project in accordance with the Final Plans and Specifications. "Commissioning" means the process of verifying, in accordance with Legal Requirements, that the Project, each separate component ofthe Project and each sub-system, system, and equipment item complies with the Project Criteria and the requirements of the Final Plans and Specifications. "Construction Manager" has the meaning set forth in Section 2.5. "Core and Shell" includes the following: Building foundation systems; weather-tight Building envelope (roof system, exterior wall systems); exposed concrete floor, all required floor exiting; electrical, mechanical, HVAC, plumbing, fire protection systems and related controls operational and terminated at points acceptable to the BWL; electrical closets; telecommunications closets; janitor closets. The Core and Shell is further defined in Item No. 27 in the Scope of E/A Services attached as Exhibit F. "Day" means a calendar day. "Defects" has the meaning set forth in Section 4.1.14. "Design/Build Subcontractors" means Subcontractors of the Constmction Manager providing a portion ofthe design and engineering for the constmction work for the Project based on design criteria prepared by the E/A. "Design Concept" has the meaning set forth in Section 4.1.1.1. "Design Concept Amendment" has the meaning set forth in Section 4.1.1.1. "Depot" has the meaning set forth in Section 2.1.5. "E/A Consultants" has the meaning set forth in Section 4,5.1. "E/A Parties" means the E/A and the E/A Consultants.

"Excluded Services" has the meaning set forth in Section 4.3. "Final Acceptance Tests" means final Plant Performance Tests conducted in accordance with the Permit to Install. "Final Plans and Specifications" has the meaning set forth in Section 4.1.10.1. "Final Test Report" means the report of the results ofthe Final Acceptance Tests to be submitted to the MDNRE in accordance with the Permit to Install. "Force Majeure" means any of the following events: (i) acts of war, whether declared or not; (ii) insurrection, rebellion, sabotage, acts of terrorists, public or local disorders, riots, or violent demonstrations; (iii) natural disasters, explosions, fires, floods, earthquakes or other such natural calamities which it is not reasonably possible for the affected Party to overcome; (iv) governmental action or inaction not occasioned by the fault or negligence of the Party affected thereby, including failure to issue permits and authorizations despite such Party's reasonable and diligent efforts to obtain the same; (v) labor disputes other than those that are initiated within or limited to the labor force of E/A or E/A's Consultants; or (vi) other acts of God or events of a similar nature beyond the reasonable control of the affected Party; provided, however, that an enumerated event is not a "Force Majeure" event unless such event (a) is beyond the reasonable control of the Party relying thereon; (b) is not the result of any acts, omissions or delays of the Party relying thereon (or any third person over whom such Party has control or responsibility, including any E/A Consultant); (c) is not an act, event or condition, the risk of the consequences of which such Party has expressly agreed to assume under this Agreement; and (d) cannot be cured, remedied, avoided, offset, or otherwise overcome by the prompt exercise of due diligence of the Party relying thereon (or any third person over whom such Party has control, including any A/E Consultant). An event of Force Majeure shall not include: (1) an event to the extent caused by the negligence of the Party relying thereon or any third person over whom such Party has control). "GMP Drawings and Specifications" has the meaning set forth in Section 4.1.11.1. "GMP Qualifications and Assumptions" has the meaning set forth in Section 4.1.11.1. "Governmental Authorities" means governmental agencies, units or officials having jurisdiction over the Services and/or the Project. "Guaranteed Maximum Price: has the meaning set forth in Section 2.5. "Hazardous Materials" means pollutants, dangerous substances, toxic substances, hazardous materials or substances as defined in or pursuant to the Comprehensive Environmental Response Compensation Liability Act, as amended, the Resource Conservation and Recoveiy Act, as amended, or any other state or federal law, ordinance or regulation identifying contaminants or toxic substances. "Hourly Billing Rates" means the rates set forth in Exhibit M attached hereto to be used to calculate compensation for Additional Services authorized by the BWL to be performed on the basis of Hourly Billing Rates. 3

"Infrastructure" has the meaning set forth in Section 2.1.3. "Instruments of Service" has the meaning set forth in Section 5.2. "Legal Requirements" means laws, ordinances, rules, codes, regulations, permits, licenses and legal requirements of any kind, issued by Governmental Authorities, to the extent they apply to the Project or the Services. "Litigation Expenses" means any court filing fee, court cost, witness fee, and each other fee and cost of investigating and defending or asserting any claim under this Agreement, including without limitation, in each case attorneys' fees, other professionals fees and disbursements. "Loss" means any liability, loss, claim, settlement payment, cost and expense, interest, award, judgment, damages (including punitive damages), diminution in value, fines, fees and penalties or other charge, other than Litigation Expense. "Major Equipment" has the meaning set forth in Section 2.4. "Milestone Schedule" means the schedule attached hereto as Exhibit C. "Office" has the meaning set forth in Section 2.1.4. "Owner's Representative" has the meaning set forth in Section 3.4. "Parties" means the BWL and the E/A, each a "Party." "Permit to Install" means MDNRE Permit to Install #149-10, approved December 7, 2010, for the Plant. "Plant" has the meaning set forth in Section 2.1.2. "Plant Performance Criteria" means the Required Operating Characteristics, as defined herein. "Plant Performance Testing" means the testing of the Plant and the individual components, subsystems, and systems within the Plant, in accordance with the Testing Protocol and the Final Plans and Specifications, to verify performance meets the Plant Performance Criteria and the requirement of the Permit to Install. "Project" has the meaning set forth in Recital A and is further defined in Section 2.2. "Project Budget" has the meaning set forth in Section 4.1.1.2. "Project Criteria" has the meaning set forth in Section 2.2 and is further defined in Exhibit A. "Project Schedule" has the meaning set forth in Section 4.1.6.1. "Project Site" has the meaning set forth in Section 2.3.

"Property Limits" means the property lines for the Project Site, as indicated in the survey identified in Exhibit B hereto. "Prudent Utility Practices" means those practices, methods and equipment, as changed from time to time, that are commonly used with the degree of professional skill and judgment exercised by major international companies to design, engineer, construct, operate and maintain electrical power generating facilities lawfully and with safety, reliability and efficiency. "Reimbursable Expenses" has the meaning set forth in Section 7.3. "Required Operating Characteristics" has the meaning set forth in Exhibit A, subject to confirmation in accordance with Section 4.1.1 and final documentation in the Design Concept Amendment. "Services" means all planning, design (including architectural design), detailed engineering, design phase project management and reporting, engineering for constmction phase administration, specification and administration of Project Commissioning, Check-out, Start-up, Testing and Turn-Over, and all other related services, all as necessaiy to fulfill E/A's obligations hereunder. "Start-Up" means the process of starting and conducting initial operations of the aggregate of systems, equipment and components of the Plant, in accordance with the Testing Protocol, after completion of Check-Out of such systems, equipment and components and all related systems, equipment and components. "Subcontractors" has the meaning set forth in Section 4.1.11.2. "Substation" has the meaning set forth in Section 2.1.2. "Term" means the duration that this Agreement is in effect, which Term shall commence on the execution and deliveiy by the E/A of the Acknowledgement of Purchase Order and end on the earlier of (i) termination of this Agreement under Article 12; or (ii) completion of all of the E/A's Services under this Agreement after commencement of Commercial Operations and Project Close-Out. "Testing" means testing of Major Equipment, individual components, sub-systems, systems and the Plant in accordance with the Testing Protocol and testing of materials and work installation in accordance with the Final Plans and Specifications. Testing includes systems tests, Plant Performance Testing, equipment tests and all other testing required by Legal Requirements, the Permit to Install, this Agreement and/or Prudent Utility Practices. "Testing Protocol" means the detailed testing process and procedures for Commissioning, Check-out, Start-up, Testing and Turn-over of the Project to confirm that the Plant and other Project components meet the Project Criteria. The Testing Protocol shall include all customaiy and normal testing procedures used for comparable combined cycle cogeneration plants. "Turn Over" means turn over of the Project to the BWL at commencement of Commercial Operation. The Turn Over process shall be included in the Testing Protocol. 5

"Vendors" means the suppliers awarded purchase orders for Major Equipment and other equipment items for the Project. "Work Plan" means the work plan proposed by the E/A and accepted by the BWL attached hereto as Exhibit G. A R T I C L E 2 - T H E PROJECT 2.1 PROJECT DESCRIPTION

2.1.1 The BWL maintains a central steam distribution system that selves approximately 225 customers in approximately 80 square blocks of downtown Lansing. Annual steam consumption by the BWL customers is approximately 1,000,000 Mlb/hr of steam, with a peak demand of approximately 300,000 pounds per hour. The BWL supplies steam from its Moores Park facility, which consists of four coal fired boilers. Three of the units entered service in 1955 and the fourth went into service in 1967. 2.1.2 The Reo Town Plant will replace the steam production capability of the current Moores Park facility with a new natural gas combined cycle cogeneration facility (the "Plant"). The Plant will consist of two (2) combined cycle sets, each set consisting of a combustion turbine/generator of approximately 44-47 MW, a heat recovery steam generator, and a steam turbine/generator of approximately 10MW giving the Plant a nominal output of 108-114MW. The Plant will also include a single auxiliary boiler to provide backup steam service. The electric plant will include a substation ("Substation") interconnected to the BWL's 138 kV system. The Plant will include a solar panel array and wind turbines on the facility's roof to provide renewable energy to miscellaneous building elements. 2.1.3 The Project includes all site infrastructure ("Infrastructure") and improvements for all areas within the BWL's Property Limits including all services to within 5' of the Depot facility. 2.1.4 The Project will also include a 40,000 square foot office complex ("Office") integrated into the combined heat and power facility for multiple departmental offices. 2.1.5 The BWL's Program includes the restoration and preservation of the historic Grand Trunk Western Railroad Depot (the "Depot") constructed in 1904, located on the propeity adjacent to where the cogeneration facility will be constructed. Located on Reo Town's southern boundaiy, the Depot is on both the State of Michigan and the National Registers of Historic Sites. The structure is in deteriorating condition and has been closed to the public for several years. 2.1.6 The BWL's facilities consistently rate high in industry reliability and availability statistics. This reliability enables the BWL to efficiently deliver utility services and provide competitive economic development advantages to the community. The continued ability to provide reliability and affordability while meeting its environmental obligations is the basis for this Project.

2.2

PROJECT CRITERIA

The Project shall be designed and engineered to comply with MDNRE Permit to Install #149-10 approved on December 7, 2010 (the "Permit to Install"), a copy of which Permit to Install was provided to the E/A prior to execution of this Agreement, and to meet the Required Operating Characteristics and other Project Criteria set forth in Exhibit A hereto. The E/A shall engineer and design the Project in a manner which meets prudent engineering and constmction practices and Pmdent Utility Practices. The application of these practices will provide the BWL with a Project that will facilitate ease of operation, access to equipment, and maintenance practices to reduce planned and unplanned outage time and will otherwise comply with the Project Criteria in Exhibit A. 2.3 PROJECT SITE

The Project Site is commonly defined as 1203 S. Washington Avenue, Lansing, M I 48910. The Property Limits for the Project Site are as indicated on Exhibit B attached hereto. Zoning for this Project falls under two categories. The western 90' of the property is zoned FCommercial District. The balance of the Project Site to the East is zoned H-Light Industrial. Zoning interpretations have been obtained allowing for the Reo Town Plant to be constracted under Light Industrial zoning. 2.4 MAJOR EQUIPMENT PROCUREMENT

The BWL intends to directly purchase major equipment items ("Major Equipment"). The following Major Equipment items may be procured under direct purchase agreements, as to be determined by the BWL in consultation with the E/A: (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) Combustion Turbine Generators; HRSG's; Steam Turbine Generators; Auxiliary Boiler; Gas Compressors; Boiler Feed Pumps; Black Start Generator; Step Up Transfoimers/Switchgear: Water Treatment System; and

(x)

Other Major Equipment as may be required due to lead times or in the best interest of the BWL

2.5

CONSTRUCTION DELIVERY

The BWL intends to engage a construction contractor (the "Construction Manager") experienced in the construction of gas fired combined cycle cogeneration facilities to provide certain preconstruction phase services, including constructability review of drawings and specifications, cost estimating and cost management, value engineering, and scheduling, and to construct the Project on the basis of a guaranteed maximum price ("Guaranteed Maximum Price" or "GMP"). This Constmction Manager shall be selected as described in the Milestone Schedule and shall participate in all phases of the design, engineering, constmction, equipping, Commissioning, Check-Out, Start-Up and Turn-Over, and Close-Out of the Project. 2.6 PROJECT SCHEDULE

The Project will be designed, engineered, equipped, constructed, commissioned, checked out, started-up, tested, turned over and closed out in accordance with the Milestone Schedule attached hereto as Exhibit C, and Commercial Operations shall commence by March 2013 and Project Close-Out shall be completed by August 1, 2013, subject to extension in accordance with this Agreement. A R T I C L E 3 - BWL'S RESPONSIBILITIES 3.1 BWL'S OBLIGATIONS

3.1.1 The BWL has provided the survey of the Project Site, soil boring report, geotechnical investigation reports and other information identified in Exhibit D attached hereto regarding the conditions at the Project Site. The E/A shall notify the BWL i f additional geotechnical information is required for the design and engineering of the Project. As reasonably required by the E/A, the BWL shall furnish services of geotechnical engineers, which may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, seismic evaluation, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with written reports and appropriate recommendations. 3.1.2 I f the BWL significantly increases or decreases the BWL's Project Budget, the BWL shall notify the E/A, and the BWL and the E/A shall thereafter agree to a coiTesponding change in the Project's scope and quality. 3.1.3 The BWL shall furnish all legal and accounting services, including auditing services, that may be reasonably necessary at any time for the Project to meet the BWL's needs and interests. 3.1.4 The BWL shall provide prompt written notice to the E/A i f the BWL becomes aware of any fault or defect in the Project, including errors, omissions or inconsistencies in the E/A's Instruments of Service.

3.1.5 The BWL shall promptly notify the E/A of any communications between the BWL and the Constmction Manager and/or Governmental Authorities that may affect the E/A's Services. 3.1.6 The BWL shall render decisions and approve the E/A's deliverables in accordance with the Project Schedule approved by the BWL under Section 4.1.6.1 or othemise by the date agreed upon by the BWL and the E/A. 3.2 BWL CONSULTANTS

The BWL has engaged or will engage the design and engineering consultants and other consultants (collectively, the "BWL's Consultants) listed on Exhibit E attached hereto to provide services to the BWL for improvements which are not included in the Project but which must be coordinated with the Project. 3.3 INFRASTRUCTURE

3.3.1 Steam deliveiy shall be designed and constmcted by the BWL based on design criteria provided by the E/A. 3.3.2 New water services for the Project shall be designed and constmcted by the BWL to meter set at the Plant and Depot facilities based on design criteria provided by the E/A. 3.3.3 All telecommunications and miscellaneous services shall be provided by the BWL to an appropriate location within the Plant. 3.4 OWNER'S REPRESENTATIVE

The BWL has designated the following Owner's Representative: Kramer Management Group, Inc. Pete Kramer Owner's Representative Reo Town Plant 1232 Haco Dr. Lansing, M I 48901 Pete.kramer@ki-amerMG.com 517.702.6076 The Owner's Representative is authorized to receive submittals and notices from the E/A on behalf of the BWL and to represent the BWL in the performance of this Agreement. Any interaction between the E/A and another division of the BWL shall be coordinated through the Owner's Representative. 3.5 NO WAIVER

3.5.1 The BWL's and the Owner's Representative's review and/or comment with respect to E/A's engineering designs and other Instruments of Service shall not relieve the E/A of any obligation under this Agreement. 3.5.2 The BWL's approval of the E/A's personnel and the E/A Consultants shall not relieve the E/A of any responsibilities or liability for the acts or omissions of such personnel and E/A Consultants. A R T I C L E 4 - E/A'S SERVICES AND RESPONSIBILITIES 4.1 SCOPE OF SERVICES

The scope of the E/A services ("Services") under this Agreement includes all professional engineering and architectural services required for the completion of a complete and fully operational combined cycle cogeneration facility in its entirety, excluding only the Excluded Services set forth in Section 4.3 and the Additional Services set forth in Exhibit I . The Services include, without limitation, the Services described in this Ailicle 4, the Services listed in the Scope of E/A Services attached hereto as Exhibit F, and the Services described in the Work Plan attached hereto as Exhibit G. The Services include, without limitation, professional engineering and architectural services for the following Project components: (i) Infrastructure, utilities, and site improvements for entire Project Site (including Depot site improvements and utilities); (ii) Building structure, architecture, enclosure, mechanical, electrical, and plumbing, design for the Plant facility; (iii) Core and Shell design for approximately 40,000 square feet for the Office as a component of the Plant facility; (iv) (v) Plant Major Equipment procurement packages; Balance of Plant and all systems required for completed facility; and

(vi) Plant Substation design with terminal connections for underground or overhead connection to existing transmission and distribution system. 4.1.1 Confirmation of Plant Performance Criteria, Design Concept and Project Budget

4.1.1.1 The E/A shall develop and implement a process acceptable to the BWL to determine the optimal engineering solution for the Project. Such process shall provide for the confirmation ofthe BWL's Required Operating Characteristics in Exhibit A; the development of the Plant design concept ("Design Concept"); and the development of a Project Budget based on such Required Operating Characteristics and Plant Design Concept. The confirmation process shall result in a confirmed Plant arrangement, thermal cycle balances, Major Equipment procurement specifications, projected life cycle operating costs, revenue projections and other considerations required to commence the detailed Project design and procurement work. The 10

Required Operating Characteristics, Plant Design Concept and Project Budget shall be subject to the approval of the BWL, and upon such approval, shall be documented in a written amendment to this Agreement executed by the BWL and the E/A (the "Design Concept Amendment"). The E/A shall consult with the BWL throughout the confirmation process and shall conduct studies, sensitivity analyses, and preliminary engineering as required to facilitate and support the BWL's decision - making process. 4.1.1.2 In connection with the E/A's confirmation of the Plant Performance Criteria and the Design Concept and in consultation with the E/A, the BWL shall establish and periodically update the BWL's budget for the Project costs (the "Project Budget"), including reasonable contingencies related to such costs. 4.1.2 Design and Engineering Coordination

4.1.2.1 The E/A shall be responsible for the overall proper coordination and interface of the design and engineering for the Project, including design and engineering provided by the E/A, the E/A Consultants, the BWL, the BWL Consultants, the Vendors of Major Equipment items, and Design/Build Subcontractors of the Constmction Manager. The E/A shall coordinate the performance of its Seivices with the activities of the BWL, the BWL's Consultants, the Vendors, and the Design/Build Subcontractors. The E/A shall be entitled to reasonably rely on the accuracy and completeness of seivices and information furnished by the BWL, the BWL's Consultants, the Vendors, and the Design/Build Subcontractors. The E/A shall provide prompt written notice to the BWL i f the E/A becomes aware of any error, omission or inconsistency in such seivices or information. 4.1.2.2 The E/A shall provide for the use of Building Information Modeling technology in the design and engineering of the Project and the coordination of design and engineering provided by others, as provided in Exhibit H attached hereto. 4.1.3 Cost Estimating / Cost Management

4.1.3.1 The E/A shall cooperate with, and provide assistance to, the Owner's Representative and the Constmction Manager's estimators in the preparation of the Project Budget and the preparation of estimates of costs for the Project as may be required by the BWL from time to time to verify and update the Project Budget. The E/A shall provide internal cost estimating seivices to support the verification of the Project Budget and shall consult with the BWL and the Constmction Manager to reconcile the E/A's opinions of probable Project cost with the cost estimates prepared by the Constmction Manager. 4.1.3.2 The E/A shall assist the Owner's Representative and the Constmction Manger in the development and implementation of a cost control process for the design, equipping and constmction of the Project to ensure that the Project can be completed within the Owner's Project Budget. Such cost control process shall include the ongoing verification of the Owner's Project Budget; internal cost estimating by the E/A to support the cost control process; measures to confirm and update the E/A's opinion of probable Project costs; systems to document, track, monitor and report estimated and actual Project costs throughout the design, procurement and constmction phases; a change management process; internal cost estimating by

11

the E/A to support the cost control process; determination and use of budget contingencies, and cost estimating by the Constmction Manager. The E/A shall revise the Final Plans and Specifications and other Instruments of Service, at no additional cost to the BWL, as necessaiy to reduce Project cost as required to meet the Project Budget. It is understood that the E/A does not have control over the costs for constmction or the costs of equipment items purchased by the Owner, and the E/A does not warrant or guarantee that Project costs will not exceed the Owner's Project Budget. 4.1.4 Implementation of Work Plan

The E/A shall implement the Work Plan previously developed by the E/A attached hereto as Exhibit G. Any changes to the Work Plan shall be subject to the BWL's approval, which approval shall not be unreasonably withheld. 4.1.5 Quality Assurance

The E/A shall develop, for approval by the BWL, and implement a quality assurance program for the design, engineering and architectural Seivices provided by the E/A and the E/A Consultants for the Project. The quality assurance program shall include methods for avoiding or minimizing coordination errors in connection with the interface of engineering provided by the E/A and engineering provided by the BWL and the BWL Consultants. 4.1.6 Project Schedule

4.1.6.1 Based on the Milestone Schedule attached as Exhibit C and the Work Plan attached as Exhibit G, the E/A shall prepare, for approval by the BWL, a detailed critical path schedule for the design and engineering phase of the Project, including dates for commencement and completion of all design, engineering and architectural Seivices; dates for submittal of deliverables by the E/A; dates for release of Major Equipment procurement packages; dates for commencement and completion of all related activities of the BWL, BWL Consultants, Vendors, and Design/Build Subcontractors; durations required for the BWL's review of E/A's deliverables; and durations for approval of submissions by Governmental Authorities having jurisdiction over the Project. The time limits established by the proposed schedule approved by the BWL (the "Project Schedule") shall not be adjusted except as provided in Article 8 hereof. 4.1.6.2 The E/A shall perform its Services in accordance with the Project Schedule, adjusted as provided in Article 8. 4.1.7 Electronic Documents

The E/A shall provide and manage a Project website for Project communications and transmittal of electronic documents, including documents prepared by the E/A, E/A Consultants, BWL, BWL Consultants, the Constmction Manager, Vendors, Design/Build Subcontractors, and other Subcontractors. The E/A shall propose, for approval by the BWL, a protocol for transmission of documents and information in digital form. 4.1.8 Legal Requirements 12

4.1.8.1 The E/A shall conduct a study of the building codes and other Legal Requirements applicable to the design and engineering of the Project. The Services performed by the E/A and the Final Plans and Specifications and other Instruments of Service prepared by the E/A shall comply with all Legal Requirements in effect as of the issuance of the building pennit for the Plant. 4.1.8.2 The EA shall determine the appropriate building footprint to accommodate Plant operations and maintenance, required setbacks and other zoning requirements. The BWL anticipates the need for a height variance for this Project. The E/A shall assist with the procurement of such variance, i f required. 4.1.9 infrastructure Design and Engineering

4.1.9.1 The E/A's Services under this Agreement include all site infrastructure and improvements for all areas within the BWL's Property Limits including all utility seivices to within 5' ofthe Depot facility. All site utility descriptions and requirements apply to both the Plant and the Depot facilities. 4.1.9.2 E/A shall specify all outgoing steam deliveiy lines from the Plant. The E/A shall provide the BWL with specific design criteria related to the requirements of this outgoing steam line, the tie in location and other relevant information. 4.1.9.3 The E/A shall provide the BWL with specific design criteria related to the requirements for water services, proposed tie in locations and other relevant information. The E/A must coordinate with the BWL with respect to the specific design and inspection requirements related to all water services. This includes all domestic, fire protection, or process water sources for the Project. 4.1.9.4 The natural gas service shall be provided by Consumers Energy and will enter the Project Site from South Street. The service is currently being designed as a 12" service, providing a nominal 250psi to the Project. The E/A shall coordinate with the BWL and Consumers Energy with respect to determining the overall best method for incorporating the gas service into the Plant, location for tie in, the subsequent metering, and requirements for compression. 4.1.9.5 The E/A shall completely design all storm and sanitaiy sewer systems to tie into the existing off-site utility systems. Pmdent use of rainwater collection for building use will be evaluated and considered. 4.1.9.6 The E/A shall design and engineer sufficient site infrastructure to facilitate the installation of all telecommunications requirements by the BWL's system vendors. 4.1.10 Final Plans and Specifications 4.1.10.1 Based on the Plant Design Concept Amendment, the Project Criteria and preliminary designs for the Infrastructure and other components of the Project, the E/A shall prepare, for approval of the BWL, fully-engineered construction drawings and specifications

13

("Final Plans and Specifications") for the permitting and constmction ofthe Project, which Final Plans and Specifications shall be complete, coordinated and constmctible. 4.1.10.2 The E/A shall design and engineer the Plant in accordance with the Pennit to Install, and the Final Plans and Specifications and the Testing Protocol developed by the E/A shall include all testing and other requirements imposed by the Permit to Install. 4.1.10.3 The E/A shall prepare Instmments of Service on an expedited or out-of-sequence basis as required by the BWL or the Constmction manager for the release of Major Equipment procurement packages to Vendors, bid packages for trade contractors, and release ofthe GMP Drawings and Specifications. 4.1.10.4 Revisions to the Final Plans and Specifications shall be performed by the E/A, at no cost to the BWL, as necessary to accommodate completion of the Project on a phased basis as may be required by the Project Schedule, provide details and clarifications required for constmction, correct errors or omissions, coiTect coordination problems, comply with Legal Requirements or the requirements of Governmental Authorities in connection with the issuance of building pennits, and/or conect other defects or deficiencies in the Final Plans and Specifications. 4.1.10.5 The E/A shall consult with the BWL regarding changes to the Final Plans and Specifications requested by the Constmction Manager and advise the BWL regarding the acceptability of such proposed changes, in reviewing such proposed changes, the E/A shall review the GMP Qualifications and Assumptions to determine whether the proposed changes are included in the Guaranteed Maximum Price. 4.1.11 Constmction Contracts/ Subcontracts 4.1.11.1 It is anticipated that the Constmction Manager will submit a proposed Guaranteed Maximum Price to the BWL based on fifty (50%) percent complete constmction drawings and specifications for the Project prepared by the E/A (the "GMP Drawings and Specifications"). The E/A shall consult with the Constmction Manager and the BWL regarding the requirements for constmction work and equipment required for the Project but not yet detailed in the GMP Drawings and Specifications with the intent that all constmction work and equipment for the Project will be included in the Constmction Manager's Guaranteed Maximum Price. The E/A shall review the Constmction Manager's qualifications and assumptions regarding the design intent for the constmction work and equipment not yet included in the GMP Drawings and Specifications (the "GMP Qualifications and Assumptions") and confirm to the BWL in writing that the GMP Qualifications and Assumptions are acceptable for purposes of the completion of the design and engineering of the Project. The Final Plans and Specifications prepared by the E/A shall comply with the GMP Qualifications and Assumptions. 4.1.11.2 It is anticipated that the trade contracts and purchase orders for constmction of the Project (collectively, "Subcontracts") will be bid and awarded by the Constmction Manager on an "open book" basis with full transparency to the BWL. The E/A shall provide engineering and architectural services to the BWL as may be requested by the

14

BWL in connection with Subcontractor bidding and negotiations and consult with the Owner's Representative regarding the acceptability of bid qualifications and proposed alternates. 4.1.12 Constmction Phase Services During the constmction phase of the Project, the E/A shall be available as required to review and approve shop drawings and other submittals from the Constmction Manager; respond to requests for information regarding the design intent and requirements of the Final Plans and Specifications; conduct inspections of completed installations and constmction work; participate in Testing activities; and consult with the Owner's Representative and the Constmction Manager. The E/A's constmction phase Seivices are more particularly described in the Scope of E/A's Seivices (Exhibit F) and the Work Plan (Exhibit G). 4.1.13 Testing 4.1.13.1 The E/A shall prepare the Testing Protocol for the Testing for the Project, including specifications for the Testing for Project Check-Out, Start-Up, Commissioning, Plant Performance Testing, transition (Turn Over, training, and operations), and Close-Out (Final Acceptance Tests and Final Test Report). At a minimum, the Testing Protocol will (i) identify the instrumentation, sensing points, data acquisition and fuel sampling frequencies, (ii) be consistent with the terms and conditions of the Permit to Install and other applicable Legal Requirements, including those relating to emissions, and (iii) include mutually agreed upon correction factors and curves as required to correct the measured performance data from actual test conditions. 4.1.13.2 The E/A shall participate in all Testing activities, shall receive and review all Testing reports provided by the Constmction Manager and Major Equipment Vendors, and shall consult with the BWL regarding the acceptability of test results. 4.1.14 Correction of Defects The E/A shall promptly correct, at no cost to the BWL, all errors, omissions, coordination problems, and other deficiencies (collectively, "Defects") in the design and engineering of the Project and/or the Instmments of Services as necessary to comply with the requirements of this Agreement, including the Project Criteria on Exhibit A, whether such Defects appear before or after commencement of Commercial Operations of the Project. In addition, the E/A shall prepare additional Instmments of Seivices as required for the removal, re-construction or modification of completed constmction work to meet the Project Required Operating Characteristics and Permit to Install necessitated by Defects in the E/A's Instmments of Seivice. The E/A shall provide, at no cost to the BWL, the seivices of the E/A Consultants as required to correct such Instmments of Seivice and prepare additional Instmments of Seivice. In no event shall the EA be responsible for correcting defects identified beyond 24 months from the commencement of Commercial Operations. 4.2 ADDITIONAL SERVICES

The BWL shall have the right to order in writing additional professional engineering and architectural seivices not within the Scope of Seivices but within the general scope of the 15

professional services covered by this Agreement ("Additional Services") at any time within the Term of this Agreement. The services listed in Exhibit I are Additional Services and will be performed by the E/A i f elected and authorized in writing by the BWL. All Additional Services, i f any, shall be performed in accordance with the terms and conditions of this Agreement. 4.3 EXCLUDED SERVICES

The following services ("Excluded Services") are specifically excluded from the Scope of Services under this Agreement: (i) Architectural and engineering services for the general office interiors of the 40,000 square foot Plant Office building not related to Plant operations; Design and engineering services for the adaptive reuse of the historic Grand Trunk Western Depot; Engineering services for utilities and other Infrastructure projects not identified in this Agreement; Engineering services for the decommissioning and demolition of the existing Moores Park Station; Services in connection with the BWL's FF&E (other than Major Equipment items); Geotechnical seivices; Site survey; Telecommunications, AV and paging system specifications (All raceway, cables and terminals for these systems shall be located and specified by the E/A.); Security system and equipment specifications (Raceway and infrastructure shall be designed by the E/A.); and Specifications for Hazardous Materials, if any, existing at the Project Site.

(ii)

(iii)

(iv)

(v)

(vi) (vii) (viii)

(ix)

(x) 4.4

E/A'S PERSONNEL

4.4.1 The E/A shall designate the following representative authorized to act on behalf ofthe E/A with respect to the Project: Frank DiGiacomo- Senior Project Manager

4.4.2 Attached hereto as Exhibit J is a chart of the E/A's key personnel assigned to the Project and the role of each. The personnel listed on Exhibit J shall not be substituted or 16

replaced without the written consent of the BWL, which consent shall not be unreasonably withheld. 4.5 E/A CONSULTANTS

4.5.1 The E/A shall provide the services of all specialty consultants and other consultants necessary or reasonably required to discharge the E/A's Services under this Agreement at no additional cost to the BWL. Any outside consultants and subcontractors (collectively, "E/A Consultants") engaged by the E/A shall be subject to the BWL's prior approval, and the E/A shall not subcontract any portion of the E/A's Services without the prior written consent of the BWL. Attached hereto as Exhibit K is a list of the E/A Consultants proposed by the E/A and approved by the BWL to perform a portion of the E/A's Services for the Project and a description of the Services to be performed by each such E/A Consultant. Exhibit K also includes a chart of the E/A Consultant's key personnel assigned to the Project and the role of each. The E/A Consultants and the E/A Consultants' personnel listed on Exhibit K shall not be substituted or replaced without the written consent of the BWL, which consent shall not be unreasonably withheld. 4.5.2 E/A shall be solely responsible for all acts and omissions of the E/A Consultants and for the management and satisfactory performance of all the E/A Consultants. 4.5.3 The agreements between E/A and the E/A Consultants shall (i) require the E/A to perform its Services in accordance with the requirements of this Agreement; (ii) require the E/A Consultant to indemnify the BWL Parties in accordance with the terms of Section 5.3 and 11.1 hereof; (iii) require the E/A Consultant to maintain the insurance coverages required under Article 6 hereof; (iv) provide that the BWL is the intended third-party beneficiary ofthe Services of the E/A Consultant; and (v) provide that in the event of the termination of this Agreement by the BWL for cause under Section 10.2 hereof, at the election ofthe BWL, the E/A Consultant agreement will be assigned to the BWL. At the request of the BWL, the E/A shall promptly submit to the BWL copies of the agreements between the E/A and the E/A Consultants. 4.6 PERFORMANCE OF SERVICES

4.6.1 In the performance of Services under this Agreement, the E/A shall exercise that degree of professional skill and care exercised by other professionals performing similar services for similar projects under similar circumstances. 4.6.2 In the performance of services under this Agreement, the E/A shall comply with all applicable Legal Requirements, including without limitation the Michigan Worker's Compensation Act, federal and state tax laws, and the City of Lansing Ethics Ordinance. The E/A certifies that it has complied, and during the Term of this Agreement shall comply, with the Immigration Reform and Control Act of 1986. 4.6.3 The E/A agrees not to discriminate against an employee or applicant for employment with respect to hire, tenure, terms, conditions, or privileges of employment, or a matter directly or indirectly related to employment, because of race, color, religion, national origin, age, sex, height, weight, or marital status. A breach of this covenant may be considered a material breach of this Agreement. 17

4.6.4 Except with the BWL's knowledge and consent, the E/A shall not engage in any activity, or accept any employment, interest or contribution, that would reasonably appear to compromise the E/A's professional judgment with respect to this Project. 4.6.5 The E/A shall not provide professional services, field technical services, or consulting services to (i) other parties under contract with the BWL, or (ii) any Vendors, Constmction Manager, Subcontractors, or other consultants or contractors in connection with this Project. 4.6.6 The E/A shall not have control over, charge of, or responsibility for the constmction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the constmction work for the Project, nor shall the E/A be responsible for the Constmction Manager's failure to perform the constmction work in accordance with the requirements of the Final Plans and Specifications. The E/A shall be responsible for the E/A's negligent acts or omissions, but shall not have control over or charge of, and shall not be responsible for, acts or omissions of the Constmction Manager or of any other persons or entities performing portions of the constmction work. 4.6.7 Unless otherwise required in this Agreement, the E/A shall have no responsibility for the discoveiy, presence, handling, removal or disposal of, or exposure of persons to, Hazardous Materials in any form at the Project Site. 4.6.8 The E/A shall not be responsible for BWL's directives or substitution made to the Instruments of Service prepared by the E/A without the E/A's approval, provided that the E/A notifies the BWL in advance in writing that such BWL directives are contrary to the E/A's best professional judgment and explains in reasonable detail why such directives are not acceptable to the E/A. In designing the Project, the E/A shall respond to applicable design requirements imposed by Governmental Authorities or the BWL. 4.6.9 While on BWL property, the E/A, the E/A Consultants and their personnel shall comply with the BWL physical, fire, and other security policies and regulations. In the performance of the Services, the E/A shall comply, and require the E/A Consultants to comply, with all applicable federal, state, local and BWL safety rules and regulations, including MIOSHA "Right to Know" obligations. The E/A acknowledges that the BWL property is an industrial environment with certain inherent hazards. The E/A shall assign personnel to the Project who have previous experience with similar industrial power and heat generation facilities and understand the potential inherent hazards present at such facilities. The E/A and the E/A Consultants shall enter upon the BWL property at their own risk and waive all claims against the BWL with respect to the inherent hazards at the BWL property. A R T I C L E 5 - COPYRIGHTS AND LICENSES 5.1 The E/A and the BWL warrant that in transmitting Instmments of Service, or any other information, the transmitting party is the copyright owner of such information or has permission from the copyright owner to transmit such information for its use on the Project. 5.2 A l l drawings, plans, sketches, studies, engineering analysis and calculations, specification, reports, deliverables under the Workplan and other documents, including those in 18

electronic form, specifically prepared by the E/A or the E/A Consultants for BWL are "Instruments of Service" for all purposes under the Agreement. All "Instruments of Service" shall become the property of BWL upon completion of the Services and final payment thereof. E/A and E/A Consultants shall retain sole ownership of any E/A or E/A Consultant owned intellectual property contained or reflected in the Instmments of Service (including information pertaining exclusively to E/A's or E/A Consultants' machinery, equipment and proprietary processes prepared or used in performing the Services), as the case may be. BWL agrees that all Instmments of Seivice furnished to it by E/A or E/A Consultants in connection with the provision of the Seivices are intended for the particular purpose for which such Instmments of Seivice were prepared or furnished as is necessaiy in owning, operating and maintaining the Project. The BWL is permitted to reference the Instmment of Seivice for a purpose beyond that which is anticipated by the E/A, provided, however, that this use will be done at the BWL's own risk and the E/A shall not have any responsibility for the BWL's use beyond the anticipated particular use, nor shall the E/A be responsible for any third party claims associated with any BWL use which goes beyond that which is anticipated by the E/A. E/A and E/A Consultants shall retain its rights in its standard drawing details, specifications, databases, computer software and other proprietary property developed, owned or used by E/A or E/A Consultants independently of the performance of Seivices, as the case may be. Contingent upon all fees due E/A, the E/A grants the BWL a nonexclusive irrevocable license to reproduce and use the E/A owned intellectual property contained or reflected in the Instmments of Seivice, provided, however, that such license shall be and is limited to the use of such E/A owned intellectual property solely in connection with the particular puipose for which such Instmments of Seivice were prepared or furnished as is necessaiy in owning, operating and maintaining the Project. The E/A shall obtain similar nonexclusive irrevocable licenses for the benefit of the BWL from all of the E/A Consultants. It is expressly agreed that BWL has undertaken substantial obligations and put substantial resources at risk in reliance on this license and that it represents a license that is coupled with an interest on BWL's part and that in no case may it be terminated or revoked. Any dispute that may arise between the Parties shall not affect BWL's license to reproduce and use the E/A owned intellectual property contained in the Instmments of Seivice, it being expressly understood that any such dispute shall be resolved solely via the dispute resolution provisions of the Agreement or litigation without any recourse to BWL's said license. The E/A may retain and use copies of such Instmments of Seivice. The E/A shall retain its intellectual property rights in its computer software and programs and all other inventions, innovations, know-how and other property not developed by the E/A as part of the deliverables under this Agreement. 5.3 The E/A shall defend, indemnify, and hold harmless the BWL Parties against all claims, damages, Losses, liabilities, fines, and Litigation Expenses arising from any claim or legal action for unauthorized disclosure or use of any trade secrets, proprietary rights, or intellectual property rights, or of patent, copyright, or trademark infringement (collectively, "Infringement") to the extent arising from E/A's performance (or that of the E/A's Consultants) under this Agreement and/or asserted against a BWL Party that asserts such Infringement arises out of either (i) any Seivices provided by E/A or any E/A Consultant under this Agreement; or (ii) the engineering, design, or constmction of any item specified by E/A or the E/A Consultants under this Agreement or the operation of any item according to directions embodied in the Final Plans and Specifications, or any revision thereof, prepared or approved by E/A. Nothing contained in this Agreement shall preclude EA from resolving any dispute or claim of Infringement outside of, or 19

prior to, litigation by either (i) procuring on BWL's behalf such rights and/or licenses as may be necessary to entitle BWL to enjoy the full contracted-for use of the Services and deliverables, or (ii) procuring rights to alternative property acceptable to BWL that would allow BWL to enjoy the full contracted-for use of the Seivices and deliverables. Such resolution shall be acceptable to the BWL. 5.4 I f BWL is enjoined from completion of the Project or any part thereof, or from the use, operation or enjoyment of the Project or any part thereof as a result of such claim or legal action or any litigation based thereon, E/A shall promptly arrange to have such injunction removed at no cost to BWL. 5.5 BWL shall promptly inform E/A in writing of any such claim against the BWL of infringement, legal action for unauthorized disclosure or use of any trade secrets, proprietary rights, or intellectual property rights, or of patent, copyright, or trademark infringement or action for injunctive relief pertaining to the Seivices or the Project. E/A shall have exclusive control of the defense of any such claim or action and in all negotiations relating to its settlement, and BWL will assist E/A as requested by E/A in the defense of any such claim or action. I f E/A refuses or fails to defend any such claim or action, E/A shall reimburse BWL in full for all of BWL's Litigation Expenses incurred in any such defense. Neither E/A nor BWL shall settle or compromise any such claim or action without the written consent of the other i f the settlement or compromise obligates the other to make any payment, to assume any obligation or grant any licenses or other rights, or to be subject to any injunction by reason of such settlement or compromise. E/A shall have no liability or obligation to defend and indemnify the BWL i f any such claim or action results from the failure of the Constmction Manager to comply with the Final Plans and Specifications. 5.6 Notwithstanding any other provision in this Agreement to the contrary, the provisions of this Article 5 shall survive completion of the Seivices and termination of this Agreement. A R T I C L E 6 - INSURANCE 6.1 Throughout all phases of the Project, the E/A shall keep in force, at its sole cost and expense, a professional liability insurance policy with minimum limits of Fifteen (15) Million ($15,000,000) Dollars per each claim and in the annual aggregate amount of Fifteen (15) Million ($ 15,000,000) Dollars. Such insurance policy shall further be maintained by the E/A for a period of seven (7) years after commencement of Commercial Operations of the Project. Thirty (30) Days prior written notice of cancellation or substantial modification shall be provided to the BWL. The E/A shall immediately notify the BWL of any change in the policy. The E/A shall do all things necessaiy to keep the policy in full force and effect throughout all phases of the Project and for a period of seven (7) years after the commencement of Commercial Operations. The E/A shall deliver to the BWL a certificate of the policy at least once a year during the Term of this Agreement and for a period of seven (7) years from the commencement of Commercial Operations. At the request ofthe BWL, the E/A shall promptly provide the BWL with a copy of the E/A's professional liability insurance policies, including all endorsements.

20

6.2 Throughout all phases of the Project, the E/A shall keep in force, at his sole cost and expense, with insurance companies licensed to do business in the State of Michigan, the following additional insurance coverage: 6.2.1 Worker's Compensation coverage for his employees with statutory limits and Employer's Liability coverage with limits of One Million ($ 1,000,000) Dollars per accident; 6.2.2 Comprehensive General Liability Coverage including coverage for (i) premisesoperation; (ii) contractual liability insurance; and (iii) personal injuiy (including employees employed by the E/A being named as additional insured) with limits of coverage of Two Million ($2,000,000) Dollars for bodily injury, property damage and personal injuiy through any combination of primary and excess coverage. Coverage shall include explosion, collapse and underground hazards. 6.2.3 Automobile Liability coverage, commercial form, with Combined Single Limit Coverage of One Million ($1,000,000) Dollars for bodily injury and property damage. 6.2.4 Umbrella Liability coverage with limits of Ten Million ($10,000,000) Dollars providing coverage under Sections 6.2.2 and 6.2.3 above. 6.3 A l l insurance required under Section 6.2.2 shall name the BWL Parties as additional insureds. 6.4 E/A shall provide the BWL with thirty (30) Days prior written notice of cancellation of or substantial modification to any policy required to be maintained hereunder. The E/A shall deliver to the BWL certificate of all insurance policies and all policies and endorsements required under this Ailicle 6 within ten (10) Days after the date of the Agreement. 6.5 The E/A shall be responsible for payment of all deductible amounts under the E/A's insurance policies. 6.6 Unless the BWL agrees otherwise in writing, the E/A shall require all E/A Consultants performing Seivices in connection with the Project to maintain the insurance coverages required by this Article 6 except that the professional liability insurance limit to be maintained by the E/A Consultants specifically listed in Exhibit K, shall be no less than $2,000,000 per claim and Aggregage with all endorsements and requirements as required in this Agreement.

6.7

The provisions set forth in this Article 6 shall survive any termination of the Agreement.

6.8 The E/A waives all rights against the BWL Parties for recoveiy of damages and expenses to the extent that these damages and expenses are covered by any of the insurance coverages required to be maintained by the E/A under this Agreement or other insurance coverages maintained by the E/A. 6.9 To the extent damages are covered by property insurance provided by the Constmction Manager, the BWL and E/A waive all rights against each other and against the BWL Parties, the 21

Constmction Manager, Subcontractors, agents and employees of the other for damages, except such rights as they may have to the proceeds of such insurance. The BWL or the E/A, as appropriate, shall require of the contractors, consultants, agents and employees of any of them similar waivers in favor of the other parties enumerated herein. The BWL shall cause the Constmction Manager to name the E/A as an additional insured on any such property insurance policy. 6.10 The Professional Liability insurance coverage required to be maintained by the E/A and the E/A Sub-Consultants shall not exclude coverage for pollution liability. For all insurance coverages required to be maintained by the E/A and the E/A Sub-Consultants, the E/A shall provide such endorsements to its policies as may be required based on the proximity of the Project Site to a railroad. A R T I C L E 7 - COMPENSATION 7.1 COMPENSATION FOR SERVICES

7.1.1 For the proper performance of the E/A's Services, the BWL shall compensate the E/A as follows: Basic Seivices as defined in this Agreement shall be provided for the Guaranteed Maximum Price of $6,250,000. The E/A's compensation is allocated among the tasks specified in this Agreement in accordance with the Workplan (Exhibit G) and as indicated in the Breakdown of Compensation by Task attached hereto as Exhibit L. 7.2 COMPENSATION FOR ADDITIONAL SERVICES

7.2.1 At the time Additional Seivices are requested by the BWL or when, in the E/A's opinion, Additional Seivices are necessaiy, the E/A shall, prior to performing such Additional Services, submit to the BWL a not-to-exceed or lump sum, as elected by the BWL, compensation proposal for such Additional Services. Such proposed not-to-exceed or lump sum proposal amount shall include fees for the E/A's personnel and E/A Consultants and applicable Reimbursable Expenses. Additional Seivices may be performed only when the BWL has approved in writing the not-to-exceed or lump sum proposal or has directed the E/A in writing to proceed with the Additional Services on the basis of Hourly Billing Rates plus Reimbursable Expenses. 7.2.2 For the proper performance of Additional Seivices performed for a not-to-exceed amount or performed on the basis of Hourly Billing Rates plus Reimbursable Expenses, the BWL shall pay the E/A an amount equal to the number of hours spent by the E/A's personnel and E/A Consultants' personnel, all as substantiated by daily time records, multiplied by the respective Hourly Billing Rate for such personnel set forth on Exhibit M , plus Reimbursable Expenses reasonably incurred in the performance of the Additional Seivices. 7.3 REIMBURSABLE EXPENSES

7.3.1 "Reimbursable Expenses" are in addition to compensation for Seivices and include expenses necessarily incurred by the E/A and the E/A Consultants in the performance of Seivices for the Project, as follows: 22

(i)

BWL authorized out-of-town travel and out-of-town subsistence in connection with such travel; Fees paid for filing plans for review and approval of Governmental Authorities having jurisdiction over the Project; Printing, reproductions, plots, except document reproduction for E/A's interoffice use; Postage, handling and deliveiy, facsimile costs, premium deliveiy costs; Renderings, models, mock-ups, professional photography, and presentation materials requested by the BWL in writing; E/A's expense of professional liability insurance dedicated exclusively to this Project i f requested by the BWL, or the expense of additional insurance coverage or limits if the BWL requests such insurance in excess of the amounts specified in Article 6; and Other similar Project-related expenditures approved by BWL.

(ii)

(iii)

(iv) (v)

(vi)

(vii)

7.3.2 Reimbursable Expenses are a Guaranteed Maximum Price and shall be invoiced by the E/A at the actual net expenses incurred by the E/A and the E/A Consultants without markup. The E/A's budget for Reimbursable Expenses is attached hereto as Exhibit N. The E/A's Reimbursable Expenses shall not exceed six hundred seventy seven thousand ($677,000_) Dollars without the written consent of the BWL 7.4 PAYMENTS

7.4.1 Payment of the compensation for Services shall be made by the BWL on the following basis: Generally in accordance with the Preliminary Progress Payment Schedule in Exhibit L. Payments shall be made against properly submitted invoices based on actual progress achieved during that particular month as approved by the Owner.. Payment for Additional Services shall be made in accordance with Section 7.2, and payment for Reimbursable Expenses shall be made in accordance with Sections 7.3.2 and 7.2. 7.4.2 Payments are due and payable within thirty (30) Days after receipt by the Owner's Representative of the E/A's invoice, together with back-up documentation as requested by the BWL to substantiate the invoiced amount, including time records for seivices performed on the basis of Standard Hourly Rates. 7.4.3 The BWL may withhold payment of an invoice or a portion thereof in an amount and to such extent as may be reasonably necessaiy to protect BWL from loss because of: (i) third party claims filed against a BWL Party and covered by E/A's indemnification obligations under this Agreement, provided, however, that such a claim has been tendered to E/A and E/A has failed to accept an indemnity obligation corresponding to such tender to the BWL's reasonable satisfaction in writing within seven (7) days receipt of such written notice; (ii) any unremedied 23

Defect in the Instmments of Seivice; (iii) payments previously made to E/A which were not yet properly due and payable pursuant to this Article 7; or (iv) the breach of this Agreement by the E/A. Any amounts withheld pursuant to the preceding sentence shall become due to E/A ten (10) Days after the reason for withholding is remedied or cured by E/A in accordance with this Agreement. 7.4.4 Records of Reimbursable Expenses and Additional Seivices performed by the E/A's personnel and the E/A Consultants' personnel on the basis of Standard Hourly Rates shall be available to the BWL at mutually convenient times. 7.4.5 In the event of a good faith dispute regarding payment due to the E/A under this Agreement, the BWL shall pay the undisputed amount due and the E/A shall not suspend its Seivices, withhold the Instmments of Seivice or any other deliverables, or terminate the Agreement. 7.4.6 Provided that BWL pays the E/A the amount due to the E/A under this Agreement not subject to a good faith dispute, the E/A shall pay each E/A Consultant no later than seven (7) Days after receipt of payment from the BWL the amount due to the E/A Consultant for Seivices performed. The E/A shall, by appropriate agreement with each E/A Consultant, require each E/A Consultant to make payments to subconsultants in a similar manner. A R T I C L E 8 - SCHEDULE AND DELAYS 8.1 Time is ofthe essence of this Agreement. The BWL and the E/A shall each perform their obligations under this Agreement in accordance with the Project Schedule, subject to adjustment under this Article 8. 8.2 A delay in or total or partial failure of performance of either Party hereto (except for failure to make payment when due) shall not constitute a default hereunder or give rise to any claim for damages or other relief i f and to the extent such delay or failure is caused by Force Majeure; provided, that the affected Party gives notice to the other Party, within three (3) Days of the commencement of the Force Majeure or of the date the affected Party has knowledge or should have had knowledge of such Force Majeure, stating the specific circumstances constituting the Force Majeure and describing the obligation or performance which is thereby delayed or prevented. Notwithstanding the foregoing, an affected Party shall not claim an event of Force Majeure relieves itself of liability under this Agreement unless the affected Party has acted in a reasonable and pmdent manner, without undue expense, to remove or relieve the effects of the Force Majeure event. The Project Schedule shall be adjusted as necessary to compensate for Force Majeure delays, provided the notice and other requirements of this Section 8.2 have been met. 8.3 The BWL shall not be responsible for costs incurred by the E/A due to delays to the E/A's performance of Services, except unavoidable out-of-pocket expenses resulting from delays caused by the BWL and/or the BWL's Consultants. 8.4 I f the E/A fails to perform its Services in accordance with the Project Schedule as adjusted in accordance with this Article 8, at the request of the BWL, the E/A shall accelerate the performance of its Seivices, at no cost to the BWL, as necessaiy to bring its Seivices back on 24

schedule. The E/A shall not be responsible for costs incurred by the BWL due to delays by the E/A in the performance of the Services, except, to the extent such delays (i) are caused by E/A and (ii) impact commencement of commercial operations, unavoidable out-of-pocket expense incurred by the BWL, including additional amounts payable to the Owner's Representative and the Constmction Manager due to such delays. A R T I C L E 9 - MISCELLANEOUS 9.1 DISPUTE RESOLUTION

9.1.1 The BWL and E/A shall attempt to resolve all disputes arising under this Agreement by negotiation. Any such dispute initially shall be submitted to the E/A's Project Manager and the Owner's Representative for negotiation, and i f such a dispute is not resolved within thirty (30) Days by good faith discussion between them, then the matter shall be referred to the BWL Executive Director and the E/A Principal with responsibility for the Project, who shall endeavor in good faith to resolve such disputed issues expeditiously. Neither Party shall commence litigation ofthe dispute arising in connection with this Agreement until a period of at least sixty (60) Days after the dispute was referred to such BWL Executive Director and E/A Principal. 9.1.2 Disputes that cannot be resolved through negotiation shall be resolved through litigation by courts with applicable jurisdiction located in the State of Michigan. In the event of litigation between the BWL and the E/A pertaining to the Agreement or the E/A's Services for the Project, the prevailing Party shall be entitled to recover its Litigation Expenses from the other Party. 9.1.3 Pending final resolution of a dispute, except as otherwise agreed by the Parties in writing, the E/A shall proceed diligently with performance of its Services and the BWL shall continue to make payments in accordance with this Agreement. 9.2 SALES TAX EXEMPTION

The BWL is exempt from state sales tax and federal excise tax. Federal ID#38-6005774. The BWL is exempt from the Michigan Sales and Use Taxes for all tangible personal property and services purchased by the BWL for the BWL's use. The E/A performing Services for the BWL, however, is subject to the Use or Sales Tax for all materials, equipment and/or supplies furnished and used which are or become a part of real property. Generally, materials and services furnished and installed by the E/A under this Agreement, which are personal property, and will not become real propeity, remain exempt from Use or Sales Tax. It is E/A's responsibility to ascertain whether Sales or Use tax will be applied to the Seivices and any goods, seivices and materials used in the Services. No additional compensation will be provided for taxes not included in E/A's bid or proposal. 9.3 CONFIDENTIALITY

9.3.1 The BWL shall not disclose to third parties any proprietary information regarding the business affairs, finances, technology, or processes received from the E/A pursuant to or in connection with this Agreement, and designated by the E/A as proprietary; provided, however 25

that nothing set forth herein shall preclude the BWL from adhering to its disclosure obligations under the Freedom of Information Act (FOIA) or other Legal Requirements. The E/A shall not disclose, and shall require its personnel and E/A Consultants to not disclose, any information regarding this Agreement or the Project obtained by the E/A or furnished by the BWL, including the results of any investigation, reports or studies conducted as a result of this Agreement; provided, however that nothing set forth herein shall preclude the E/A from disclosing information as required by Legal Requirements after ten (10) Days prior notice to the BWL. 9.3.2 Subject to the prior written consent of the BWL, which consent shall not be unreasonably withheld, the E/A shall have the right to include photographic or artistic representations of the design of the Project among the E/A's promotional and professional materials. The E/A shall be given reasonable access to the completed Project to make such representations. However, the E/A's materials shall not include the BWL's confidential or proprietary information. 9.4 NOTICE

Written notice shall be deemed to have been duly seived i f delivered in person or by certified mail or by courier seivice providing proof of deliveiy as follows: Notice to the BWL: City of Lansing Board of Water and Light 1232 Haco Drive Lansing, Michigan 48912 Attention: Corporate Secretary

With a copy to the Owner's Representative at the address set forth in Section 3.4. Notice to the E/A: Frank Digiacomo Sr. Project Manager 800 Kinderkamack Rd. Oradell, NJ 07649

9.5

NO WAIVER

No action or failure to act by the BWL, Owner's Representative, or E/A shall constitute a waiver of a right or duty afforded them under the Agreement, nor shall such action or failure to act constitute approval of or acquiescence in a breach there under, except as may be specifically agreed in writing. 9.6 INDEPENDENT CONTRACTOR

The E/A is an independent contractor, neither the E/A nor the E/A Consultants, nor the employees of either, shall be deemed to be servants or employees or agents of the BWL. The E/A and the E/A Consultants shall not hold themselves out as agents of the BWL or the City of Lansing.

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9.7

THIS AGREEMENT

9.7.1 For pmposes of the BWL's accounting and project record systems, the BWL will issue a purchase order to the E/A for this Agreement, and upon execution and delivery by the E/A of the "Acknowledgement of Purchase Order" to the BWL, this Agreement shall become effective. The signed BWL Acknowledgement of Purchase Order constitutes the E/A's formal acknowledgement that the BWL and the E/A have a meeting of the minds in terms of the Agreement. 9.7.2 The following Exhibits are attached hereto and incoiporated herein by reference:

Exhibit A: PROJECT CRITERIA Exhibit B: PROJECT SITE PROPERTY LIMITS Exhibit C: MILESTONE SCHEDULE Exhibit D: GEOTECHNICAL INFORMATION PROVIDED BY BWL Exhibit E: BWL CONSULTANTS Exhibit F: SCOPE OF E/A SERVICES ExhibitG: WORKPLAN Exhibit H: BUILDING INFORMATION MODELING Exhibit I : ADDITIONAL SERVICES/ ALTERNATE FEES Exhibit J: E/A PROJECT PERSONNEL Exhibit K: E/A CONSULTANTS AND E/A CONSULTANTS' PERSONNEL Exhibit L: BREAKDOWN OF COMPENSATION BY TASK Exhibit M: HOURLY BILLING RATES Exhibit N: BUDGET FOR REIMBURSABLE EXPENSES Exhibit O: LEED CERTIFICATION 9.7.3 This Agreement represents the entire and integrated agreement between the BWL and the E/A and supersedes all prior proposals, requests for proposals, negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both BWL and E/A. 9.7.4 This Agreement includes the Notice to Bidders, RFQ, RFP, and all Addenda to each (collectively, "Bid Documents") issued by the BWL in anticipation of receiving proposals for this Agreement. Additional documents include 1) Bums and Roe clarifications to Specific Questions dated Febmaiy 14, 2011, and 2) Notes from conference call dated February 23, 2011. In the event of a conflict between the Bid Documents and this Agreement, the terms and conditions of this Agreement shall govern. In the event of other conflicts among the documents included in this Agreement, the document with the most recent date shall govern. 9.7.5 Duties and obligations imposed by this Agreement and rights and remedies available hereunder shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available by law, subject to the limitation on claims in Articles 8, 10 and 12. 9.7.6 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the BWL or E/A; provided that the 27

BWL is the intended third-party beneficiary of the seivices and obligations of the E/A Consultants. 9.7.7 The E/A shall not assign or transfer this Agreement, nor any claim arising under this Agreement, without the prior written consent of the BWL. 9.7.8 This Agreement and each and eveiy provision hereof is for the exclusive benefit of the Parties hereto and not for the benefit of any third party, except as expressly provided herein. 9.7.9 In the event that any of the provisions or portions, or applications thereof, of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, BWL and E/A shall negotiate an equitable adjustment in the provisions of this Agreement with a view toward effecting the puipose of this Agreement, and the validity and enforceability of the remaining provisions or portions, or applications thereof, shall not be affected thereby. 9.7.10 Each Party represents that it is authorized to enter into this Agreement, that the Agreement does not conflict with any contract, instrument or other obligation to which it is a party or by which it is bound, and that this Agreement represents the valid and binding obligations of such Party, enforceable in accordance with its terms. 9.7.11 This Agreement may be executed in two counterparts, each of which shall be deemed an original but all of which taken together shall constitute one and the same instrument. A R T I C L E 10 - TERMINATION 10.1 TERMINATION BY THE E/A FOR CAUSE

The E/A may terminate the Agreement for any of the following reasons: (i) Because the BWL has not made payment on an invoice and has not notified the E/A in writing of the reason for disputing the amount of such invoice within the time stated in the Agreement; or Because the BWL has repeatedly failed to fulfill the BWL's obligations under the Agreement with respect to material matters important to the performance of the Seivices.

(ii)

I f either of the reasons described in Subparts (i) or (ii) above exists, the E/A may, upon thirty (30) Days' written notice to the BWL and Owner's Representative and failure of the BWL to cure such reason described in Subpart (i) or, with respect to reasons described in Subpart (ii), failure to commence efforts to cure and diligently pursue same to completion, tenninate the Agreement and recover from the BWL payment under the Agreement for all Seivices properly performed, including Reimbursable Expenses due under the Agreement. As a condition of payment, the E/A shall deliver to the BWL all Instruments of Seivice whether completed or partially completed, in both electronic and hard copy formats. 10.2 TERMINATION BY THE BWL FOR CAUSE

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10.2.1 The BWL may terminate the Agreement i f the E/A: (i) (ii) (iii) (iv) (v) (vi) repeatedly refuses or fails to supply enough qualified personnel and E/A Consultants; fails to make payment to E/A Consultants for Sei-vices in accordance with the respective agreements between the E/A and the E/A Consultants; repeatedly disregards Legal Requirements in the performance of Sei-vices; fails to comply with the Project Schedule as adjusted under Article 8. fails to correct errors, omissions or other deficiencies in the design and engineering or Defects in Instmments of Service; or otherwise is in breach of a material provision of the Agreement.

If any ofthe reasons described in this Section 10.2.1 exists, the BWL may, without prejudice to any other rights or remedies of the BWL and upon thirty (30) Days' written notice to the E/A, and failure of the E/A to cure such reason described in this Section 10.2.1 or, i f the BWL has approved a plan for corrective action, failure of the E/A to commence efforts to cure in accordance with such plan for corrective action approved by the BWL and to diligently pursue same to completion, tenninate the Agreement and may: (a) (b) (c) Take possession of all Instmments of Service whether completed or partially completed, in both electronic and hard copy formats; Elect to accept assignment of contracts with E/A Consultants pursuant to Section 4.5.3(v); and Finish the Sei-vices by whatever reasonable method the BWL may deem expedient. Upon written request of the E/A, the BWL shall furnish to the E/A a detailed accounting of the costs incurred by the BWL in finishing the Sei-vices.

10.2.2 When the BWL terminates the Agreement for one of the reasons stated in Section 10.2.1, the E/A shall not be entitled to receive further payment until the Sei-vices have been completed. If the unpaid amount of the E/A's compensations otherwise due to the E/A under the Agreement for Sei-vices properly performed prior to temiination exceeds costs to the BWL of finishing the Sei-vices, including compensation for a replacement engineer and architect and costs for the Owner's Representative's additional sei-vices and expenses made necessaiy thereby, and other damages incurred by the BWL and not expressly waived, such excess shall be paid to the E/A. I f such costs and damages exceed the unpaid amount of the E/A compensation otherwise due to the E/A, the E/A shall pay the difference to the BWL. This obligation for payment shall survive termination ofthe Agreement. 10.3 TERMINATION BY THE BWL FOR CONVENIENCE

10.3.1 The BWL may, at any time, terminate the Agreement for the BWL's convenience and without cause. 10.3.2 Within fifteen (15) Days after receipt of written notice from the BWL of such termination for the BWL's convenience, the E/A shall deliver to the BWL all Instruments of Service, completed or partially completed, in both electronic and hard copy formats.

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10.3.3 In case of such termination for the BWL's convenience, the E/A shall be entitled to receive payment under the Agreement for all Sei-vices properly performed, including Reimbursable Expenses due under the Agreement as of the date of termination. 10.4 WAIVER OF CLAIMS

The E/A and the BWL each waive claims for claims and damages resulting from the termination of this Agreement, except for the remedies provided in Ailicle 8 and this Article 10 and the indemnification obligations under Articles 11 and 5. 10.5 SURVIVAL OF OBLIGATIONS

The obligations of the Parties under Article 5, Section 9.3 and Article 11 and the waiver in Sections 12.1 shall survive the tennination of this Agreement. The provisions of Article 6 shall survive the termination of this Agreement with respect to circumstances occumng as of the effective date of temiination. A R T I C L E 11 - INDEMNIFICATION 11.1 To the fullest extent permitted by law, the E/A agrees to indemnify and hold harmless the BWL Parties from and against any loss, cost, expense (including Losses and Litigation Expenses), liability, injuiy, damage or death to the extent caused by (i) the negligence of the E/A, the E/A Consultant(s)or any individual or entity for whom the E/A has legal liability in the performance of Sei-vices under the Agreement; and/or (ii) the breach by E/A of this Agreement. 11.2 To the fullest extent permitted by law, the BWL agrees to indemnify and hold harmless the E/A Parties from and against any loss, cost, expense, (including reasonable fees of attorneys and experts), liability, injuiy, damage or death incurred by the Indemnitees as a result of third party claims against the E/A Parties to the extent caused by (i) the negligence of the BWL Consultant(s) in the performance of engineering sei-vices related to the Project; (ii) the presence of Hazardous Materials at the Project Site; or (iii) changes made by the BWL to the E/A's Instmments of Service without the authorization of the E/A. The BWL waives its defense of governmental immunity for the limited puipose of the enforcement of this Section by the E/A; provided, however, that this Section 11.2 is not intended to, and shall not be construed to be, a waiver for any other puipose of the defense of governmental immunity otherwise available, nor is it intended to grant third party beneficiary status to any person or entity. 11.3 The provisions of this Article shall survive termination of the Agreement but shall be subject to applicable statutes of limitation and repose. A R T I C L E 12 - LIMITATION ON L I A B I L I T Y 12.1 Excluding fraud, willful misconduct, intentional tort or gross negligence, neither Party shall be liable to the other for damages for loss of profits or revenue, loss by reason of plant shutdown or inability to operate at rated capacity; cost of replacement power or capital; claims of BWL's customers or suppliers; inventory or use charges; or any other incidental, special or consequential damages of any kind or nature whatsoever. This limitation shall not apply with

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respect to the indemnification obligations of E/A under Ailicle 5 with respect to claims by parties other than the BWL Parties. 12.2 Notwithstanding anything contained in this Agreement to the contraiy, E/A's aggregate liability for any and all claims arising out of this Agreement, or out of any goods or Sei-vices furnished under this Agreement shall be limited to the total contract value paid to and received by E/A under this Agreement; provided, however, that nothing herein shall limit the amount for which the BWL Parties may submit and be compensated for a claim under a policy under which they are an additional insured hereunder. The E/A deductible or retention obligations are excluded from this limitation of liability and are the sole responsibility of the E/A. Nothing herein purports, is intended or shall operate to limit liability for claims asserted by third-parties against E/A. 12.3 Such limitations of liability shall not be construed to relieve E/A from its obligations to complete the Sei-vices in accordance with the Agreement.

IN WITNESS WHEREOF, the BWL and the E/A have executed this Agreement as of the date first above written.

By: M. Denise Griffin Its: Corporate Secretary

BURNS AND R O E ENTERPRISES, INC.

Its: 5V, y
31

/oc

ph?f*^

EXHIBIT A PROJECT C R I T E R I A 1. Required Operating Characteristics This project is designed to replace two major production assets in the BWL's central steam and electric operations. The most immediate replacement will be the Moores Park steam production plant. Additionally, the new plant will eventually replace electric capacity and energy production from Eckert electric generating units 1, 2, and 3. Steam Production Requirements The Owner has maintained a central steam supply system for 91 years. The central steam system consists of the Moores Park steam production facility and a distribution system comprised of two geographical sections. The Moores Park steam production facility is located adjacent to the Eckert electric generating plant. Moores Park consists of four stoker bottom, coal fired boilers that produce steam, but not electricity. The steam produced at Moores Park is used to supply heat and hot water to buildings in downtown Lansing. The distribution system's first geographical area, the downtown central steam loop, consists of 12 miles of distribution mains including a 12 inch and an 18 inch high pressure transmission main that encompass an 80 square block area. This section also feeds a major industrial customer through two dedicated 12 inch high pressure mains. The second section, supplied by a 20 inch high pressure main, served three major industrial facilities, which are now all closed. This section has been capped but remains in place for possible future development of the former industrial sites. Currently, the BWL has approximately 225 steam customers in its downtown central steam loop, with maximum demand of approximately 300,000 pounds of steam per hour and 1,000,000 Mlbs of steam consumption per year. Steam sales declined sharply from 2005 to 2008 with the retirement of major industrial facilities in Lansing. Sales have stabilized since 2008 and are expected to grow veiy modestly with the addition of new customers.

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The BWL's annual steam load duration curves are shown below:

Steam Production L o a d Duration C u r v e

Steam Leaving Moores Park to all Customers
800,000 -T js 700,000

1,000

2,000

3,000

4,000

5,000

6,000

7,000

8,000

Hour of Year
FY 2004 FY 2005 FY 2006 FY 2007 FY 2008 FY 2009

Maximum send out to our customers is assumed to be 300,000 lbs/hr although the load duration curves show that send out may exceed this for approximately 12 hours. It is assumed that the equipment can be over-fired to meet the peak demand. Total send out steam for the composite years is about 989,000 Mlb-hours. Actual steam production is the sum of send out and internal uses. Internal uses include steam for deaeration, feedwater heating and blowdown. Send out production conditions are 275 psig at 650F. Currently, steam to our downtown customers is de-superheated from boiler outlet temperature, 600 to 650F, to 450F because of steam transmission line requirements. Since steam must be produced locally, the plant should be designed to meet maximum load with the largest steam producer out of service. Thus the system should consist of three half sized units each capable of producing at least 150,000 lb/hr for a total capacity of 450,000 lb/hr. This could be any combination of gas fired boilers and gas turbines with heat recovery steam generators.

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Electric Generation Requirements The BWL currently has a maximum retail demand of approximately 500 MW and retail sales of approximately 2,200,000 MWh's annually. The BWL also sells electric energy and capacity to wholesale customers. Annual sales are approximately 1,100,000 MWh's annually. All of the BWL's generating units are base load coal fired units, six at the Eckert plant and one unit at Erickson. Three of the Eckert units are relatively small, each with 40 MW gross capacity, and lack reheat cycles and are, therefore, comparatively inefficient. The BWL anticipates retiring these units by the end of 2015 due to their relative inefficiency, high fixed operation and maintenance costs, and projected environmental retrofit costs. The BWL also has a power purchase agreement for approximately 150 MW of capacity and energy from Detroit Edison's Belle River generating plant. The anticipated electric generation configuration consists of two combustion turbines (CT), each paired with a heat recovery steam generator (HRSG), and a steam turbine, with condenser. The steam turbine will be used when excess steam is available due to low central steam demand conditions. This will allow quicker steam load following and increase electric generation and capacity. In order to meet peak electric needs and qualify to provide ancillaiy seivices, each combined cycle combination may require a bypass stack for combustion turbine electricity production only. Otherwise, it is anticipated that the combined cycle operation, making full use of the steam turbines, will occur for the months of June through September. Actual combined cycle operation will depend on market and demand conditions. The EA for this project must be able to design the Reo Town Plant to provide the most beneficial commercial operation for the Owner over the life cycle of the facility. The Project will be a complete, operable and maintainable facility. 2. Pennit Requirements This Project must adhere to all pennit requirements as specified in MDNRE Air Permit to Install #149-10 as approved on December 7, 2010. 3. Local Building Authority The Project is within the jurisdiction of the City of Lansing, and must adhere to all local building codes and requirements of the Authority. 4. Office Building Requirements This Project must incorporate general office space for BWL employees not related to plant operations. Programming and specific office uses have not yet been developed, but are anticipated to require approximately 40,000 gross square feet. This office space does not include office or program space required for plant operations or maintenance functions.

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5. Building Architecture The building is intended to fit in well with the Reo Town district and the neighboring areas. The building will be constracted with durable exterior materials similar to the other BWL owned properties in the downtown Lansing area. Long term life cycle costs for building exterior materials are important. Stone, brick, precast concrete, glass and metal or other suitable durable materials will be considered. The building shall be aesthetically pleasing and functionally appropriate. 6. Site and Infrastructure Description This Project must include fully adequate site utility and infrastructure improvements at the Project Site, including steam delivery, water service, natural gas service connection, storm and sanitaiy sewer systems, telecommunications infrastructure, and connections as required. 7. Parking The Project Site utility and infrastructure improvements must be properly coordinated with off-site improvements provided by the BWL and services provided with utilities. A minimum of 120 on-site surface parking spaces for employees, in addition to the daily or periodic use of plant operations and maintenance personnel. Accommodation must also be made for select customer service functions to be accessed in the general office building. Up to 25 additional interior/covered parking spaces with direct access to the office building. No surface parking areas are desired west ofthe building. The depot site must accommodate additional adjacent parking sufficient to meet zoning requirements and serve the intended use of the building as a public meeting space and board room. 8. BWL Design and Construction Standards The BWL will provide select design and construction standards for incorporation into the Project. The E/A shall be responsible for designing in accordance with these requirements or identify suitable deviations to these standards for approval by the BWL. 9. Sustainability Criteria Installation of a solar panel array and wind turbines on the Plant facility roof to provide renewable energy to building components at the Site. 10. LEED Certification (if, and to the extent, indicated in Exhibit O attached hereto)

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EXHIBIT B PROJECT SITE PROPERTY LIMITS

As provided in the Request for Proposals Dated January 10, 2011.

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EXHIBIT C MILESTONE SCHEDULE

Confirm BWLs Performance Criteria & Plant Configuration Release Constmction Management RFP Issue Bid Specifications for CTG/HRSG/STG Specify Off Site Utility Requirements (Steam & Water) Award Constmction Management Contract Award Major Equipment Packages Bid/Award Secondary Equipment Packages Bid Site Utilities/Infrastmcture Package Bid Piling Package Commence On Site Constmction Operations Bid Foundations, Stmcture, and Enclosure Package Bid Balance of Plant Trade Contracts Commencement of Commercial Operations Complete Performance Testing Project Closed Out

April 1, 2011 April 15, 2011 April 15, 2011 April 29, 2011 May 20, 2011 June 1, 2011 May-Sept, 2011 July 1, 2011 July 1, 2011 August 1, 2011 August 15, 2011 December 15, 2011 March 2013 June 1, 2013 August 1, 2013

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EXHIBIT D GEOTECHNICAL INFORMATION PROVIDED BY BWL

As provided in Addendum #1, dated January 17, 2011 Subsequent information shall be provided by the BWL as required by the EA

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EXHIBIT E BWL CONSULTANTS

The BWL intends to enter into multiple consulting or contract agreements with qualified firms related to other requirements of the Project. The BWL shall provide information to the E A related to these Consultants as necessary to facilitate the Work required in this Agreement.

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EXHIBIT F SCOPE OF E/A SERVICES

The E/A's Sei-vices include all professional engineering and architectural and related project administration services to design, engineer, equip, construct, test, commission, and start-up and turn-over the Project, including the services set forth on this Exhibit F excluding only the Excluded Sei-vices listed in Section 4.3 and the Additional Sei-vices listed in Exhibit I . Engineering Phase: 1. Serve as Engineer of Record for the complete design of the Project in accordance with this Agreement 2. Include all Architectural, Civil, Structural, Mechanical, Electrical, Acoustical, Instrumentation, Controls and all other design sei-vices required to result in a complete and fully functional facility and site 3. Provide iterative thermal cycle analysis based on BWL's operating characteristics to determine optimal plant arrangement and performance criteria sufficient for Major Equipment specifications and Constmction Manager selection process 4. Provide facility renderings and general arrangement layouts as required by the BWL. 5. Specify additional Geotechnical sei-vices to be performed by the BWL 6. Thermal Heat, Water and Mass balance engineering 7. Provide Major Equipment specifications and procurement packages and participate in the selection and negotiation with selected Vendors, including developing spare parts lists, and maintenance agreements as may be desired by the BWL 8. System Descriptions 9. Electrical One Line Diagram 10. Piping and Instrumentation Diagrams 11. Detailed design drawings and isometrics 12. All piping greater than 2.5" diameter 13. All piping serving greater than 250 degrees 14. All large bore pipe supports, hangars, and thermal controls. EA will calculate loads, stress analyze and locate supports. Detail design of the individual supports will be included in the scope of the pipe hanger/support subcontractor. 15. Engineering calculations 16. Control Logic Diagrams 17. Wiring diagrams, cable terminations, cable tray, and point to point diagrams 18. Bus layouts 19. Grounding plan 20. Provide specialty consultants as necessaiy 21. Specifications for all Start-up and Commissioning procedures 22. Support for procurement of BWL's Building Permit 23. Specifications for Material Testing, Quality Control, and Inspections 24. Testing procedures in accordance with ASME, IEEE and other applicable codes 25. Performance Arc Flash Study, Plant Load Flow, and Protection Study in E-Tap 26. Prepare relay settings and electronic configurations in accordance with BWL standards

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27. Provide all Stmcture, Core, and Shell design for approximately 40,000sf of general office space and coordinate with the BWL's Consultant for office interior design. Core and Shell design shall account for all major utility seivices to the Office areas including primary MEP Systems, Conveying Systems and General Building Infrastmcture components a. Specific programming for the interior general office space and the associated interior architectural and engineering work for the general offices and distribution of electrical and MEP systems shall be performed for the BWL under a separate seivice agreement and is excluded from this Agreement. E/A shall fully describe and specify transition points for the main systems for use by the BWL's Consultants for this work 28. Provide full design and engineering seivices for all office and program spaces directly related to Plant operations and maintenance such as control rooms, locker rooms, and all other related operations and maintenance requirements ofthe Plant 29. Coordinate with BWL's Consultants for all elements of work specifically excluded from the E/A's Scope of Work under this Agreement 30. Specify telecommunications and A/V raceway and cable installation for BWL's systems 31. Design Plant notification system 32. Interior signage design 33. Specify security system raceway and rough in for BWL's system 34. Review and approval of all Vendor drawings and product literature and incorporation of such drawings and information into design documents as required 35. Provide independent cost estimate at 25% and 50% design to ensure design is in compliance with the Project Budget, and reconcile with Construction Manager's estimates of cost 36. Provide value management seivices in coordination with the Constmction Manager required throughout the design phase to keep the Project within the BWL's Project Budget 37. Provide life cycle costs projections and analysis for Major Equipment or system performance options suitable for BWL's decision making process 38. Participate in negotiation of Constmction Manager's GMP at 50% design or as determined by the BWL

Procurement Phase: 39. Major Equipment Specifications and Bid Packages 40. Recommended Spare Parts list and alternative maintenance agreements 41. Bid evaluations and recommendations in coordination with BWL and Constmction Manager 42. Purchase Order preparation and negotiation of terms and conditions for BWL's equipment purchases for execution by BWL 43. Major Equipment Shop Inspections during fabrication 44. Review, comment, and approve all equipment and material shop drawings and product data 45. Assist BWL and Constmction Manager with Major Equipment packages

41

Constmction Phase: 46. Respond in a timely manner to requests for information or clarification to design documents so as not to adversely affect the Project Schedule 47. Provide on-site representation with design professionals throughout all stages of the Project as may be required to resolve issues, maintain schedule, complete engineering responsibilities, and monitor compliance with the specifications 48. Review Installation Specifications provided by Constmction Manager 49. Perform periodic QA/QC inspections to verify installed work is in accordance with the Final Plans and Specifications 50. Review, comment, and approve engineered systems (provided by the Constmction Manager) 51. Review, comment, and approve Plant Start Up Plan (provided by Constmction Manager) Commissioning, Start-Up, Testing and Turnover 52. Prepare the Plant Performance Testing Plan and written procedures 53. Provide all specifications for Plant Commissioning and serve as the Commissioning Authority for the Project 54. Support Plant Start Up activities (to be provided by Constmction Manager) in accordance with approved Start Up Plan 55. Assist in BWL Training related to system performance and plant operations and maintenance programs 56. Specify emissions testing procedures for permit compliance 57. Certify Emissions per State and Federal Requirements 58. Certify Noise and Vibration performance 59. Resolve any deficiency in design performance 60. Resolve BWL's concerns regarding measured performance 61. Final CAD based As-Built Drawings (based on Constmction Manager documentation) 62. Review and approval of Vendor Operating and Maintenance Manuals (consolidated by Constmction Manager) 63. Review Construction Manager's and Major Equipment Vendors' close out documents for compliance with specifications Exclusions 64. Architectural and engineering design for general office interiors not related to Plant operations 65. Architectural and engineering design for adaptive re-use of historic Depot 66. Engineering design for offsite utilities other than the tie-in of storm and sanitaiy systems 67. Engineering design for decommissioning and demolition of existing Moores Park Station 68. BWL's FF&E 69. Geotechnical Seivices 70. Site Suivey 71. Telecommunications and A V system specifications (all raceway, cables, and terminals for these systems shall be located and specified by E/A) 72. Security systems and equipment specifications (Raceway and Infrastructure by E/A) 73. Hazardous Materials Specifications

42

EXHIBIT G WORK PLAN

B&R Agrees to provide all services required in this Agreement according to the Work plan provided by the E A in their Proposal dated February 4, 2011 and further clarified by memorandum on February 14, 2011; the Interview materials provided on February 16, 2011, and conference call notes from February 23, 2011.

43

EXHIBIT H BUILDING INFORMATION MODELING

B&R agrees to provide all building information modeling services as required in the Agreement

44

EXHIBIT I

ADDITIONAL SERVICES/ A L T E R N A T E F E E S

Not Used

45

EXHIBIT J E/A PROJECT PERSONNEL

Burns and Roe agrees to provide the following personnel in support of this project. Changes to this list shall be subject to approval by the Owner, which approval shall not be unreasonably withheld. Executive Sponsor: Project Manager: Procurement Manager: Lead Civil/Structural: Lead Mechanical: Lead Architect: Lead Electrical: Lead I&C: Lead Startup/Commissioning: Bob Milhiser Frank DiGiacomo Mike Murphy Frank Kollar Art Magrini Ken Jones Genaro Pauta Rich Plucinski Alan Dempsey

46

EXHIBIT K E/A CONSULTANTS AND E/A CONSULTANTS' PERSONNEL

Plant Design Architect Studio (Intrigue) Architects Kenneth L. Jones II, AIA, NCARB Principal / Owner Studio [intrigue] Architects, LLC 1114 S. Washington Ave. Lansing, Michigan 48910 Architectural and Engineering Sub-Contractor C2AE Rusti Owens Charles R. Owens, R.L.A., CLARB Business Unit Leader Subcontractors General Responsibilities Office Building Design Schematic Design, Design Development, Constmction Documentation Connection / interface with plant (aesthetic/functional) Office Building Facade Design (aesthetic/functional) Office Building Circulation/Layout Office Building Structural Design Building Mechanical, Electrical Design Building Core Elements (Elevator, Restrooms, Stairs, Corridors, Lobbies, etc.) Roof System Design Office Building Mechanical Design (Roof Drainage Design, Sanitary System Design, Water Distribution System Design, HVAC System Design) Office Electrical Design (Lighting Systems, Lighting Controls, Fire Alarm System, Power Distribution, Prep for Communications/Data) Plant Envelope - Provide aesthetic design seivices for the exterior shell of the plant to tie into the aesthetics of the office component. L E E D Certification - Provide information for application for LEED certification as it relates to the office component of the project (and plant skin i f applicable) Noise Consulting Services - Subcontractor TBD.

47

EXHIBIT L BREAKDOWN OF COMPENSATION B Y TASK

COMPENSATION STRUCTURE

This Basic Services required under this Agreement is based on a stipulated and fixed sum of $6,250,000 excluding the Reimbursable Expenses.

Task Description Conceptual Engineering - Develop Heat Balances, confirm owner's performance criteria and plant configuration Major Equipment Procurement Specifications, Bidding and Award Detail Engineering and Design for Site Utilities/Infrastructure Package Detail Engineering and Design for Foundation, Structure and Enclosures Detail Engineering and Design for BOP Construction and Commissioning Field Support Start-up Support and Training Total Basic Services Costs Not to Exceed

Task Dollars

Hours/Task 1,800 9,050 5,100 8,838 26,813 520 2,256 54,377

$ $ $ $ $ $ $ $

208,000 1,045,900 589,400 1,000,000 3,079,200 67,500 260,000 6,250,000

Over the duration of the engineering phase the Project Manager and all Lead engineers will be dedicated full time to the project. During Construction and commissioning they will be available on a part time basis to insure proper support to the Project.

48

Preliminary cash flow projections for the Basic Services are indicated below. Payments for services shall be as described in the Agreement.

Month

Progress Payments Incremental Requested Cumulative % % $ 0% 4% 5% 6% 8% 8% 8% 8% 7% 6% 6% 6% 4% 3% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 2% 2% 2% 1% 1% 1% 2% 100%

Cumulative

$
0 250,000 562,500 937,500 1,437,500 1,937,500 2,437,500 2,937,500 3,375,000 3,750,000 4,125,000 4,500,000 4,750,000 4,937,500 5,000,000 5,062,500 5,125,000 5,187,500 5,250,000 5,312,500 5,375,000 5,437,500 5,500,000 5,562,500 5,687,500 5,812,500 5,937,500 6,000,000 6,062,500 6,125,000 6,250,000 6,250,000

NTP @
3/1/11 11-Mar 11 -Apr 11-May 11-Jun 11-Jul 11-Aug 11-Sep 11-Oct 11-Nov 11-Dec 12-Jan 12-Feb 12-Mar 12-Apr 12-May 12-Jun 12-Jul 12-Aug 12-Sep 12-Oct 12-Nov 12-Dec 13-Jan 13-Feb 13-Mar 13-Apr 13-May 13-Jun 13-Jul 13-Aug TOTALS

250,000 312,500 375,000 500,000 500,000 500,000 500,000 437,500 375,000 375,000 375,000 250,000 187,500 62,500 62,500 62,500 62,500 62,500 62,500 62,500 62,500 62,500 62,500 125,000 125,000 125,000 62,500 62,500 62,500 125,000 6,250,000

0% 4% 9% 15% 23% 31% 39% 47% 54% 60% 66% 72% 76% 79% 80% 81% 82% 83% 84% 85% 86% 87% 88% 89% 91% 93% 95% 96% 97% 98% 100% 100%

49

EXHIBIT M HOURLY B I L L I N G RATES

(Hourly Billing Rates apply only to Additional Sei-vices authorized by the BWL, not otherwise negotiated as lump sum modifications to the Agreement.) Hourly Billing Rates shall be fixed throughout the duration of the project. Bums and Roe agrees to provide additional sei-vices at the following rates, minus 10%. Burns and Roe 2011 Billable Hourly Rates Engineering Discipline Engineer Senior Discipline Engineer I Senior Discipline Engineer II Principal Discipline Engineer I Principal Discipline Engineer II Field Engineer Design Designer Lead Designer Plant Design Supervisor Management Project Engineer/Project Manager Sr. Project Manager/Project Director Asst. Chief Eng./Sr Principal Eng./Dept. Manager Chief Engineer Construction/Field Services Construction Superintendent (Field) Construction Manager (Field) Construction/Startup Manager (Home Office) Senior Construction Manager (Field) QC Inspector QA Engineer QA Supervisor/Manager Cost Estimating Cost Estimator Cost Estimating Supervisor Procurement Project Expediter Project Purchasing Agent Project Procurement Manager Project Controls Project Controls Engineer Sr. Project Controls Engineer I Sr. Project Controls Engineer II Project Controls Supervisor Project Controls Manager Project Administration Project Staff Assistant/Administrative Assistant Notes 1.) Overtime hours for non-exempt personnel at rates shown. All other overtime hours charged at normal hourly rate. Expenses A surcharge of $1.85/hour for all home office labor will be applied for reproductions and communications. A surcharge of $2.00/hour of engineering and design labor will be applied for CADD usage.

$87 $113 $124 $152 $179 See above rates Overtime Ratel $102 $118 $167

$85 $98 $139

$170 $185 $200 $208

$112 $142 $158 $163 $135 $152 $177

$78 $141

$66 $108 $146

$79

$64 $125 $140 $180 $219

$68

50

EXHIBIT N GUARANTEED MAXIMUM REIMBURSABLE EXPENSES

Bums and Roe's Guaranteed Maximum Price provided under this Agreement are as follows: (i) (ii)

for Reimbursable

Expenses

Out-of-town travel and out-of-town subsistence for all phase of the Project is $162,000 . Additional fees for filing plans for review and approval of Governmental Authorities having jurisdiction over the Project, will not exceed $10,000 Additional printing, reproductions and plots, except document reproduction for Bums and Roe's interoffice use will not exceed $62,000; Postage, handling and deliveiy, facsimile costs, premium deliveiy costs will not exceed $53,000; Renderings, models, mock-ups, professional photography, and presentation materials requested by the BWL and not otherwise required in the Basic Seivices will not exceed $50,000; On site field representation related solely to Item 47, Exhibit F shall be provided on an as-needed bases for not to exceed $340,000 and shall be billed out at the blended rate of $115/hour. Site visits and other obligations at the Owner's office, or Project Site shall be provided under the lump sum Basic Services required under the Agreement. No additional project-related expenditures are expected at this time to be approved by BWL

(iii)

(iv)

(v)

(vi)

(vii)

Total cost for the Guaranteed Maximum Price of Reimbursable Expenses shall not exceed $677,000.

51

EXHIBIT O L E E D CERTIFICATION

The Owner intends to pursue L E E D Certification for the entire Project Site including the Plant Facilities, Office Building, and Adjacent Depot projects under the L E E D Application Guide For Multiple Buildings and On Campus Building Projects (2010 AGMBC) Responsibilities for the E A related to L E E D Certification include the following services: 1. Provide baseline LEED Assessment for the Plant facilities and site as outlined in the B&R Proposal dated February 4, 2011. 2. Provide all Engineering and Architectural responsibilities required to achieve agreed upon level of certification to be identified in the baseline assessment, including technical specifications, engineering models, drawings, procedures, review processes, or other special requirements as required by the USGBC LEED 2009 NC standards for certification. 3. Provide basic building commissioning specifications as required for LEED Certification and serve as the Commissioning Authority. 4. All similar sei-vices related to the Depot project shall be by Others. 5. Administration and supervision of the LEED Certification Process for the BWL Campus shall be by Others.

52

B U R N S AND R O E - CLARIFICATION TO B W L ' S S P E C I F I C Q U E S T I O N S R E O TOWN P L A N T - PLANT ENGINEERING S E R V I C E S LANSING B O A R D O F W A T E R AND L I G H T

CLARIFICATION TO SPECIFIC QUESTIONS Pursuant to your letter dated February 10, 2011 requesting answers to specific questions, Burns and Roe has provided responses to the seven (7) items requiring clarification below.
1. You propose an accelerated engineering schedule. Please clarify how this correlates to the procurement of major equipment, and the pre-requisite information required for structural design elements of the project. Does your accelerated schedule result in earlier structural design and construction activities? How does your accelerated schedule affect the overall timeline of the project?

Burns and Roe Response: The proposed accelerated schedule is offered with the goal of accelerating the site mobilization date to August 1 2011. This acceleration will result in an earlier commercial operation date. Activities that occur during the initial stages of construction are site preparation and drainage, piling, fire water loop installation, administration and warehouse building foundations. Burns and Roe has recently completed foundation designs for similar GTs and will use this design information as the basis of moving forward. The overall timeline of the project will be then shortened by one month. Burns and Roe will be prepared to discuss our suggest schedule modifications in detail during our meeting on February 16, 2010.
st

2.

Clarify the costs associated with your purchasing and expediting services and discuss how these may be modified if procurement and expediting services, other than for the engineering and development of bidding and contracting documents are obtained through the construction manager.

Burns and Roe Response: Included in our stipulated and fixed sum listed in Criteria 10.1 are both engineering and procurement activities. The following are details for procurement activities only: 1. Procurement and expediting for 14 major long-lead packages listed on Page 4-11 of our proposal 2. Vendor document processing and control for 14 Major Packages in addition to all other Balance of Plant Equipment Packages (25). Requested breakout price for procurement and expediting services for the 14 Major Long-Lead packages is as follows: $175,000. Vendor document processing and control has been included for all equipment (both Major Equipment packages as well as all Balance-of-Plant equipment): $102,000. We have included as an option in Criteria 5, Procurement and expediting services associated with the remainder of the balance of plant equipment (25 packages): $188,000

3.

Please clarify who is providing

MEP design work for the core and shell of the office

building.

Use or disclosure of data contained in this sheet is subject to the restriction on the title page of this proposal.

1-1

B U R N S AND R O E - CLARIFICATION TO B W L ' S S P E C I F I C Q U E S T I O N S R E O TOWN P L A N T - P L A N T ENGINEERING S E R V I C E S LANSING B O A R D O F W A T E R AND LIGHT

Burns and Roe Response: MEP design work for the core and shell of the office building has been included in our scope via our partner Studio (intrigue) Architects, providing services as described in the RFP.
4. Specify what HVAC systems are proposed lieu of fully designed systems. to be provided as performance specifications in

Burns and Roe Response: Functional specification for pre-engineered buildings such as the Administration and warehouse buildings will include HVAC design. The office building HVAC design will be provided by the Architect. The power house building ventilation design will be prepared by Burns and Roe design team.
5. Provide breakdown of costs included for the 2-3 day value management session.

Burns and Roe Response: Value Management session is included for participation of 6 people for three days at $20,000
6. Clarify what services are included in the base proposal as required in item 35 of ihe EA Responsibilities. related to independent cost estimating

Burns and Roe Response: We have included 250 hours of estimating efforts to provide assistance to the owner's representative and the construction manager's estimators, as described in section 4.3.1 of the

"AGREEMENTFOR ENGINEERING AND ARCHITECTURAL SERVICES. "

7. Please provide more details related to your opinion of probable cost for the project with emphasis being on the likely maximum costs in lieu of the likely minimum cost stated in your proposal.

Burns and Roe Response: Plant Total Installed Cost Range Item Gas Turbines (2) STG (2) HRSG (2) Aux boiler Switchyard Transfonners Subtotal Major Equipment Remainder of BOP Construction/Bulks Engineering, Testing, Start Up Low 30 8 18 1 4 4 65 15 64 9 High 38 10 22 2 6 5 83 18 79 9

Use or disclosure of data contained in this sheet is subject to the restriction on the title page of this proposal.

, ! '

B U R N S AND R O E - CLARIFICATION TO B W L ' S S P E C I F I C Q U E S T I O N S R E O TOWN P L A N T - P L A N T ENGINEERING S E R V I C E S LANSING B O A R D O F W A T E R AND LIGHT

Total Plant E P C Cost

153

189

Likely EPC cost with Plant design as specified in RFP: $170 to $180M USD excluding owner's costs, independent/owner's engineer and financing costs. Plant Concepts/Arrangement/Cycle Decisions that have a major impact on Total Installed Cost: GT Technology (GE LM6000PC Sprint or Siemens SGT800) Two l x l combined cycle trains versus a single 2 x 1 combined cycle train Simple cycle bypass stacks for GT operation without steam cycle operation HRSG technology employed. Single pressure or two pressure. Requires value engineering assessment that considers plant heat rate, operational flexibility and capital cost. Location of cooling towers (grade or elevated) Level of sound attenuation and or aesthetic screening employed

It is clear that there are many factors that influence the overall total cost of the plant; however, the above represent a reasonable and achievable range. The lower range of total cost can be achieved; however there will be sacrifices in overall plant heat rate and operational flexibility. During the initial stages of the project, an overall assessment weighing factors such as heat rate and operational flexibility against total installed costs will be completed in order to arrive at the optimal solution.

Use or disclosure of dala contained in this sheet is subject to the restriction on the title page of this proposal. 1-3

Bums and Roe Follow Up Discussions Via Conference Call 2/23/11 Participants: Dick Peffley Pete Kramer John Spears Peter Kawa Frank DiGiacomo Mike Murphy The following questions were asked of Bums and Roe with the answers as noted. 1. Independent Cost Estimates- Proposal states you will support CM, follow up information says 250 hours, interview you said you can do full estimates. What are you willing to provide as a basic service? a. B&R understands intent of independent and parallel estimate to be used for reconciliation with CM's budget and eventual GMP. B&R will work with the BWL and Owner's Representative to provide Estimating services as requested in the RFP as part of their basic services price. 2. Questions related to Insurance coverage and commercial terms and conditions will need to be discussed should B&R be selected. With whom would those conversations take place? Who is authorized to make decisions on contractual matters? Discussion will primarily focus on insurance and limitation of liability language. Prior to that discussion, we would like to request a viewing of your professional liability policy including all endorsements and exclusions. a. Peter Kawa will serve as point of contact for contract and insurance business terms and will engage legal or insurance representatives i f necessary. B&R will request permission to share insurance policy endorsements with BWL. Follow up will be required on this item. 3. We received your updated Michigan Registration, are there any other licenses required to provide engineering sei-vices in Michigan? a. Some PE's will need reciprocity in Michigan. These requirements will be resolved immediately upon award. 4. Discuss the specific availability of proposed team members, Frank specifically. What are their current obligations, and how committed are they able to be to this project? a. B&R agrees that the team as presented will be committed to the project. Lansing will be the primaiy responsibility for Frank. California responsibilities are limited. Project in Jersey winding up in two months. Staff is prepared to begin immediately. Page| 1

5. Confirm major equipment procurement sequence. CTG, HRSG, STG. And Timing. You included a schedule for this, but we want to understand your approach to this procurement process better. a. B&R understand that procurement follows engineering and will properly sequence the specification and bidding of major equipment as necessary. B&R does not recommend combining CTG and HRSG packages. 6. Discuss how much risk is involved for the owner to release early foundations for major equipment prior to full certification of shop drawings? a. Limited risk for BWL, maybe a little more conservative in design but schedule impact makes up for that. Recent design work on other projects will mitigate this risk. 7. Confirm your role should the Owner decide to obtain LEED Certification for the Plant? Have you ever designed a LEED Certified Plant building? a. Yes. B&R includes the LEED base assessment for the project in their basic sei-vices as noted in the Proposal. Should the BWL desire LEED certification, B&R will provide all technical specifications and requirements in their basic services required to adhere to the agreed upon certification level. No fees or associated costs with the administration of the LEED certification process are included in B&R's proposal. 8. Discuss your interaction with the BWL during the design phase. Face to face meetings, conf calls, video/webcast reviews, frequency of interactions? a. B&R will conduct monthly meetings face to face. Weekly meetings to keep up on action items will be via conference call or video conference. Kickoff meeting will be held with entire team in Lansing to establish these procedures, and to begin design work. Probably will take more than one day. Possibly include breakout sessions to engage discipline specialists from the BWL. 9. Specifically who from your proposed team would be the on-site professionals during construction? a, B&R will designate engineers who work on the design ofthe project to serve on site during construction. Will vary based on phase ofthe project. Do not know specific names. 10. Do you provide a Division of Responsibility Matrix or some type of document identifying specific responsibilities between the Owner, Engineer, Contractor, or Major Equip Vendors related to E, P, C? a. Yes. 11. What additional GeoTech Services are required in the first couple weeks as noted on your proposal?

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a. More borings to confirm critical areas. B&R will provide boring plan to BWL once plant arrangement is established. Will require electric resistivity testing. Won't be required with the first couple weeks, but will be required as soon as arrangement is locked in. 12. What licenses/workstations have you included for the Owner's use in viewing your work product? Are additional licenses going to be required for the Constmction Manager or Trade Contractors? a. B&R will load program on owner's stations. B&R will provide sufficient licenses to satisfy the reasonable needs of the project. 13. Is your PEP an internal or external document? Does the Owner view this? a. Can see most of it, internal cost accounting not shared. All project controls shared. 14. We assume all procurement and expediting services as outlined in your proposal are included in your base proposal other than those listed as additional services. Please confirm. a. Yes. 15. What i f actual major equipment packages equal 11 or 15? Will that be a basis for change to your costs? You state you have included 13 in the contract revision, but 14 on your response to earlier questions. We have not yet finalized that number. a. B&R agrees to provide services for major equipment procurement as requested in the RFP. 16. What modifications would you require or request to the Milestone Schedule prior to inclusion as a contract requirement. You provided an edited copy, but you referenced that some modifications would be made in another section ofthe RFP. Please confirm. a. No intent to modify the milestone schedule other than what is included in the Proposal and Interview documents. B&R confirmed that the schedule as they see it is feasible and appropriate for a project of this scale. 17. Discuss approach to design of Pipe Hangars and Supports. a. Common practice is to provide performance specifications for pipe hangars as outlined in the B&R Proposal and is less expensive than having the Engineer do it. There are sufficient vendors qualified to do this work and B&R is confident the approach is appropriate. 18. Discuss Performance specifications for the following items. a. HVAC - B&R had included Performance specifications for plant offices and typical HVAC design work in the plant. The office building was intended to be designed under Studio Intrigue. BWL stated that this was not the intent of the RFP and wants a fully designed facility for all building systems. BWL also stated our concern over the qualifications for Page | 3

the design of these systems. Local engineers would be preferred. B&R confirmed that they have included sufficient amounts in their bid to provide these design services as intended in the RFP and will work with the BWL to engage a qualified local Engineering firm to do this work under their basic services, b. Switchyard - B&R recommends performance specifications for the switch yard work and has based their proposal on that concept. Foundations and structures are to be by B&R. BWL understands and accepts this approach. 19. How prescriptive is the Commissioning and Project Start up Specification. You include it as a performance specification. Discuss your role in commissioning and startup. a. B&R agrees to provide all commissioning and start up sei-vices as outlined in the RFP. They will specify all requirements and oversee the process with field representatives. 20. You provided an estimate of time included in your proposal for On Site Professionals during construction. Would you be open to having this service be T & M not to exceed your quoted amount? Could the same apply to Start Up support and training? a. B&R is very open to this concept and agrees to provide those sei-vices as a reimbursable NTE price. 21. Who actually leads/conducts the Owner Training for B&R? a. Alan Dempsey, B&R will provide resume for BWL to review. 22. When do you propose to conduct The Value Management Session? a. As early in the process as possible. Should engage the CM first. 23. Discuss how your proposed sei-vices may be affected should the final site utilization plan result in a single larger building housing the Plant and Offices together? How would that potentially change the scope of work of your A/E firm or their MEP Consultant? a. B&R states that the building project could be simplified as one building and some services could be combined to be more efficient. Discussions regarding HVAC systems and BWL desires for having the EA responsible for design of all building systems may offset some savings, but B&R is confident that their base proposal is sufficient to account for either scenario. 24. Discuss willingness to utilize a local engineering firm for development of site infrastructure and utilities with tie-in to existing or proposed offsite utilities? How would B&R propose to incorporate such sei-vices? a. B&R is open to the engagement of a local Civil, Mechanical, and Electrical firm and will work with the BWL to engage such a firm. Based

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on the local firm's ability to provide a reasonable proposal, this should not result in modification to the B&R proposal. 25. In section 10.5 ofthe RFP, you did not state what conditions would result in B&R requesting additional compensation. Please describe your opinion of what would be considered a change in scope. a. Added scope clearly not in project. b. Significant schedule delay caused by the Owner. c. Permit modifications resulting in changed design d. No changes for reasonable scope selections such as inlet cooling, or other typical design options related to the general project description and pmdent utility design practices. 26. Are certain renderings or plant layouts included in your basic services? What do you envision being charged against the reimbursable line item for these deliverables? a. Base scope includes final renderings for one option. Reimbursable amount is for additional options beyond what is typical in the design process. 27. We stated that no other design professionals would be retained for this project, other than for the specific items we excluded in the RFP. Can you confirm that any and all design and/or consulting services required to provide a complete and fully functional plant are included in your lump sum proposal? a. B&R understands the RFP and the BWL's intent and has sufficient resources to comply with this requirement. 28. What other costs might you have included in your proposal that you feel are unnecessary or may better be handled as a T & M reimbursable item? After our discussions with you are there any other modifications you would like to make to your proposal to better reflect the needs of the BWL. a. None at this time.

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