SOW.doc

GEOTECHNICAL CONSULTANT SERVICES

Statement of Work

1.0 Objective:

The objective of this contract is to provide technical evaluation services on the geotechnical, seismic, structural, earthquake, storm and wave resistant design of proposed LNG facilities.

2.0 Background:

The Federal Energy Regulatory Commission (FERC or Commission) regulates the interstate transmission, storage, and sale of natural gas. Companies that propose to construct, operate, and maintain jurisdictional natural gas facilities must secure approval from the FERC in the form of an Order Issuing Certificate or Order Issuing Authorization. The design requirements that apply to any individual project will vary depending upon site specific conditions and the applicable FERC regulations. FERC requires a contractor with Geotechnical, Seismic, Structural, and Marine (Geotechnical) experts to review National Environmental Policy Act (NEPA) documents prepared for proposed liquefied natural gas facilities (LNG) to verify compliance with the FERC Draft Seismic Design Guidelines and Data Submittal Requirements for LNG Facilities, (dated January 23, 2007 (FERC Seismic Guidelines)).

3.0 Description of Services:

3.1 The contractor shall review all related materials produced by the applicant and the Geotechnical consultants (in multiple drafts and final form) and provide critical feedback on the adequacy of the necessary studies to FERC staff which will be then provided to the applicant. The contractor shall also perform appropriate evaluations to verify and ensure proper selection of seismic design input values, site improvement/treatment plans, and implementation of the seismic design measures for the proposed project.

3.2 Emphasis will be placed on the adequacy of the regional and site-specific seismicity and geologic studies, seismic design input values, storm surge values, tsunami wave height values and their application, post-earthquake operation of the facilities, including the LNG containment requirements following a "safe-shutdown earthquake" (SSE), and compliance with all applicable regulations. Adequacy of the seismic design shall be assessed for appropriate use of foundation improvement techniques and materials selection for structural integrity. Review basis shall include knowledge of appropriate regulations, codes and standards, prior experience, precedents, and engineering knowledge. Work shall be coordinated with the LNG facility owner/applicant through the FERC staff. It is anticipated that the FERC staff shall obtain the necessary background and technical material including facility specifications and design details appropriate to the individual projects, as the basis for each technical review, but the contractor may work directly with the applicant, subject to certain disclosure requirements and FERC staff approval.

3.3 Elements of the proposed LNG project subject to review include the applicant's regional and site-specific investigations to determine the characteristics of geology, seismic ground motion and associated response spectra, foundation design and improvement/treatment methodology, seismic response and design of storage tanks, piping support structures, seismic hazard detection and control systems, and seismic stability evaluation of topographic features of the plant, such as dikes and impoundment areas. These elements shall be provided in Environmental Resource Reports prepared by the LNG applicant. The contractor shall focus on the LNG facility and typically not the associated connecting pipeline with the exception of off-shore pipelines. The contractor shall review and comment on Resource Reports 1, 6, and 13 (including all pertinent appendices) and provide analyses and recommendations for FERC staff’s Environmental Assessment (EA) and Environmental Impact Statement (EIS) documents. For on-shore coastal facilities, hurricane wind, wave, storm surge, and tsunami loading analysis shall be required. For off-shore facilities, hurricane, wind, wave, and storm surge loading, as well as, hurricane and storm surge mooring line loading evaluation will be required.

3.4 Post-authorization implementation of these required design measures, and other related tasks may be requested by the COR. Such studies determine the overall adequacy of the proposed seismic and structural design philosophy and input values, tank and foundation engineering, hydrostatic testing of LNG storage tanks, and compliance with applicable regulations, codes, and standards. As part of this effort, the contractor shall be expected to have experts on staff that are qualified in all of these areas.

4.0 Scope:

The contractor shall provide engineering services to the FERC on geotechnical design and operation of various LNG projects proposed to or authorized by the FERC to assure compliance with appropriate requirements, including but not limited to the following: FERC Seismic Guidelines, American Society of Civil Engineers (ASCE) 7-05 and 7-10, ASCE 4-98, (U.S. Department of Transportation Regulations (NFPA 59A-13, Chapter 4, section 4.1.3), and API 650, Design and Construction of Large, Welded, Low Pressure Storage Tanks, for the seismic design of LNG facilities), local standards, and state-of-the-art procedures.

5.0 Period of Performance:

This contract includes a base year and four (4) one year options as follows:

Base Year:

01/07/14 through 01/06/15

Option Year 1:

01/07/15 through 01/06/16

Option Year 2:

01/07/16 through 01/06/17

Option Year 3:

01/07/17 through 01/06/18

Option Year 4:

01/01/18 through 01/06/19

6.0 Place of Performance:

The primary place of performance is the contractor’s facility with travel within the U.S.

7.0 Schedule of Performance:

Unless otherwise indicated, the task described in this SOW will be accomplished by the contractor, with review and approval by Commission staff, according to the following schedule:

edits (example is provided in the Appendix) 1-2 weeks

During the pre-filing phase of the project, the contractor can work directly with the applicant and its consultants, subject to certain disclosure requirements and FERC staff approval, to ensure adequacy of the scope and methodology for assessing the site conditions and design parameters.

8.0 Applicable Documents:

The Contracting Officer’s Representative (COR) will provide a list of projects as they become available. The project environmental data and specifications are publically available from the FERC’s eLibrary System under the docket number for the project including project maps, resource reports, the NEPA document (EA/EIS), Commission Order, Implementation Plans, clearance letters and notices, and the company’s construction status reports. The COR shall provide additional materials upon contractor request and/or direct the contractor to obtain materials directly from the subject company.

9.0 Organizational Conflict of Interest:

Immediately upon assignment of a project and prior to incurrence of any review or inspection-related costs, the contractor shall prepare and submit one hard copy and one electronic copy of a No Conflict of Interest Statement as required by 40 CFR § 1506.5(c) to the Contracting Officer, the COR, and the Office of the General Counsel - Administrative Law staff. In the alternative, if the contractor decides that the appearance of a conflict of interest is possible or that a conflict exists, the contractor shall submit a full disclosure statement, describing the circumstances or conditions that create the conflict and any mitigating measures the contractor intends to implement to resolve the conflict or the appearance of a conflict. If no mitigation will suffice, the contractor will not be assigned to that particular project. The contractor shall also assure that each of the proposed subcontractors on the team for the project has submitted to FERC either of the above statements.

10.0 Technical Requirements:

General: The contractor shall furnish all labor, materials, equipment, facilities, software, transportation, and incidentals necessary to perform in accordance with this SOW, and associated terms and conditions. The contractor shall communicate with the FERC COR, FERC Project Manager, and company representatives as necessary to ensure all project related tasks are performed in a timely manner.

The contractor shall have the capability to respond to "emergency situations", involving construction-related problems, environmental-related complaints, potential violations of environmental certificate conditions, or the first crossing of a major or sensitive water body within one day of receiving notice from the COR. The duties include: investigation, damage assessment, remediation measures, and coordination with applicable federal, state and local officials.

Kick-off meeting: A one-day kickoff meeting will be held with the Contractor at the FERC Headquarters Office in Washington, D.C. or via teleconference. Arrangements for this meeting shall be coordinated with the COR within 30 days of the award. The Contractor shall prepare notes of this meeting, highlighting all agreements made with FERC staff on any technical decisions made during the meeting, directions as to how the reviews shall be handled, etc.

Project Manager: The contractor shall have one project manager assigned to the task, and an alternate contact who shall respond within 36 hours to all inquiries from the COR.

Deliverables: A deliverable is defined as any document/report that is required to be generated during the period of performance of the contract as outlined in the SOW. The contractor shall submit deliverables through the COR for review and approval. The COR will respond to the deliverables submitted with a formal approval or non-approval. Deliverables shall be submitted via email. In the event that a document exceeds the email capacity of either party, the contractor shall setup a secure file transfer site for transfer of large documents. All deliverables are the property of the FERC and the information contained in the reports is considered proprietary.

Technical Meetings: The contractor shall participate in technical meetings with the applicants or operators and their consultants with respect to Geotechnical design issues. Based upon the studies, meetings, and inspections, the contractor shall review and prepare questions on relevant materials and shall submit them to FERC to gain more information, evaluate and edit resource reports, draft and final EAs and EISs. In addition, the contractor shall be available as an expert witness on behalf of the staff of the FERC in any hearings on applications.

Consultation Peer Review: From time to time the Contractor will be asked to provide consultation/technical peer review for more focused projects (e.g., initial foundation design, foundation design changes, a modified pile driving program, pipeline crossings of active faults and liquefiable soils, etc.) or for special non-project-specific tasks (e.g., Seismic Design Guidelines).

LNG Post-Authorization Reviews: Post-authorization implementation of these required design measures, and other related tasks may be requested by the COR. Such studies determine the overall adequacy of the proposed seismic and structural design philosophy and input values, tank and foundation engineering, hydrostatic testing of LNG storage tanks, and compliance with applicable regulations, codes, and standards. As part of this effort, the contractor shall be expected to have experts on staff that are qualified in all of these areas. The timeline will be determined by the COR, however the Contractor will receive a minimum of two months to complete this task. The Contractor shall also provide technical reviews and recommendations to FERC staff regarding any post-authorization "changed conditions" or other post-authorization requests from the project owner that require modification of the seismic design and/or foundation treatment.

11.0 Administrative Reporting:

Monthly Progress Report: Report shall include status of all outstanding projects, activities completed during the month; a summary of the progress made; reports of discussion with the applicant and information requested from the applicant; cost and status of invoiced charges; projects’ end dates; total budget and any deviations from planned status of this task. The report shall be provided within 5 business days of the close of the month.

Monthly Invoices: Monthly invoices shall include dollars expended by work expense/category, percent spent of the total funds allocated per contract, etc. Invoices are due the last business day of the month.

12.0 Travel:

12.1 All travel shall be at the direction of the Government and shall be reimbursed in accordance with the Federal Travel Regulation (FTR) and paid for in the travel funding line.

12.2 Travel costs will be reimbursed at cost not to exceed the then current rates specified in the FTR. All travel shall be approved by the COR prior to taking place.

12.3 The Contractor shall make arrangements for travel to and from the site and shall secure its own rental car for performing site visits. Travel expenses will be reimbursed according to federal travel regulations and FERC policy. Special transportation methods (e.g. helicopter, small plane, or boat) are seldom required on this task; however, in the event the COR determines that use of such special transportation methods will be advantageous to the Government, the Contractor shall coordinate the arrangements. In such cases, FERC is obligated to either reimburse companies for its employees’ and Contractor’s pro-rata share of transportation costs or to hire and pay the transportation service directly. In general, it is preferred that the company provide the aircraft/boat, etc., and bill FERC for our share of the expense. The Contractor shall coordinate payment arrangements with the COR for submission to FERC’s Division of Financial Services.

For offshore portions of projects where the construction site or platform is only accessible by air or boat, the Contractor is permitted to ride in the company’s craft without reimbursement.

Note: The Contractor shall not generally accept rides in company vehicles (i.e. trucks, SUVs, all-terrain vehicles, etc.) without sufficient justification. However, it is understood that safety concerns and ground conditions at an inspection site may dictate the need to use four-wheel drive or an all-terrain vehicle, and the Contractor is permitted to ride in a company representative’s vehicle to complete the inspection without reimbursement to the company.

13.0 Schedule for Completion of Deliverables:

The COR will provide a schedule for review and data request preparation for Resource Reports 1, 6 and 13 and review and editing of the draft and final EA/EIS. Typical turn-around-time to document review and comment varies from one to three weeks depending on project schedules and the type of deliverable.

14.0 Quality Assurance/Control:

All final documents will be reviewed and edited by the Contractor to ensure that the document is both technically and grammatically correct. Final documents will be organized in a logical manner.

The contractor shall only tender for acceptance those deliverables that conform to the requirements of this contract. The government reserves the right to inspect all deliverables that have been tendered for acceptance. The government may require correction of nonconforming deliverables at no increase in price. If correction is not possible, the government may seek an equitable price reduction or adequate consideration for acceptance of the nonconforming deliverables.

15.0 Communication Protocol:

The Contractor, as needed, will make arrangements to meet with the COR (in person, by teleconference, etc.) to obtain additional direction and clarification on the task assignment and/or individual inspections. Regular interaction between the Contractor and the COR is expected to occur to ensure that both parties are informed of ongoing developments.

16.0 Key Personnel:

The Project Manager and/or Geotechnical, Structural, Seismic, and Marine Engineers are identified in the Contractor’s proposal and as specified at task approval are considered to be essential to the work being performed. Prior to diverting key personnel, the Contractor shall notify the FERC Contracting Officer (CO) reasonably in advance (not less than 30 days prior to the diversion or substitution of key personnel) and shall submit a written justification (including proposed substitutions) in sufficient detail to permit evaluation of the impact on the task activities. Individuals submitted as key personnel changes will be approved at the sole discretion of the government.

Appendix Provided samples are public documents that are available on the Commission’s eLibrary (http://www.ferc.gov/docs-filing/elibrary.asp). Direct links are provided below.

Resource Report 1 http://elibrary.ferc.gov/idmws/common/OpenNat.asp?fileID=13045691

Resource Report 6 http://elibrary.ferc.gov/idmws/common/OpenNat.asp?fileID=13276861 Resource Report 13 Appendix J.1:

http://elibrary.ferc.gov/idmws/common/OpenNat.asp?fileID=13276879 Data Request:

http://elibrary.ferc.gov/idmws/common/OpenNat.asp?fileID=13105974 Final EIS http://elibrary.ferc.gov/idmws/common/OpenNat.asp?fileID=11870147