# Project Stratus Contract Instruments This page collects the executed and draft legal/contract instruments for [[Project Stratus]] found in Conway Corporation's 002 production: the Black & Veatch confidentiality agreement (NDA), the engineering scope concurrence, the executed Black & Veatch professional-services agreement for effluent treatment, the Developer Reimbursement Agreement for the Tupelo Bayou WWTP evaluation, and the four-party MOU signature routing. The records foreground who pays for what: the engineering study's infrastructure is to be "paid for by the industrial facility," ongoing O&M is recovered through a reuse rate, and [[Google LLC]] personnel execute and pay the Reimbursement Agreement. This is a Tier-1 FOIA production; every factual claim below carries a PROD# and a verbatim quote copied from the extracted text. ## What's inside - **PROD-027** — Black & Veatch Confidentiality Agreement, unexecuted form ("CONFIDENTIALITY AGREEMENT … by and between Black & Veatch Corporation and Conway Corporation"), purpose "Effluent Quality and Conveyance for Project Stratus." - **PROD-039** — Email thread (May 1–5, 2025) routing the B&V NDA for execution; Scott Zotti requests "a copy of the NDA so I can start circulating internally for approval." - **PROD-040** — Fully executed B&V NDA (ATTACHMENT-01), digitally signed by Derek L. Cambridge, Vice President, Black & Veatch, dated "2025.05.05." - **PROD-051 / PROD-058** — Earlier Project Stratus NDA routing (Feb 18, 2025): Brad Lacy sends Bret Carroll "the NDA for Jason to complete," forwarded to [email protected] for signature (a separate, Carter Law–side NDA). - **PROD-041** — Engineering "Conway Corporation Scope" concurrence thread (Apr 30 – May 6, 2025): Conway routes the scope "through the Company for concurrence before execution"; Ferguson attaches the fully executed NDA. - **PROD-044** — Executed Black & Veatch "AGREEMENT FOR PROFESSIONAL SERVICES" for the Tupelo Bayou Effluent Quality and Conveyance project (ATTACHMENT-01), with Appendix A Scope of Services and Appendix B 2025 hourly rate schedule; signed by W.A. Carroll (Conway) and Derek Cambridge (B&V), effective May 23, 2025. - **PROD-028 / PROD-060 / PROD-078** — Origination and redline thread (Oct 24 – Nov 18, 2024) of the draft Developer Reimbursement Agreement for the Tupelo Bayou WWTP Evaluation, Conway Development Corporation ↔ Conway Corp. - **PROD-048 / PROD-049** — Reimbursement Agreement execution/payment transmittals (Jan 27 – Feb 4, 2025): Sydney Henry of Google routes for signature, requests Conway Corp fill out the payment-info form, and forwards the executed copy. - **PROD-050** — Transmittal (Dec 18, 2024) of "Project Stratus MOU and Reimbursement Agreement" redlines/comments from Jamie Gates to Conway Corp. - **PROD-047** — MOU current-version transmittal (Feb 19, 2025): Brad Lacy circulates "the proposed MOU between Project Stratus and the City, Conway Corporation, and the Conway Foundation." - **PROD-085** — Adobe Acrobat Sign signature request (Apr 30, 2025) for "MOU.Stratus.CC.City of Conway.Conway Foundation.FINAL.4.28.25," showing the downstream routing to First Community Bank and Kutak Rock. ## Key takeaways ### The B&V confidentiality agreement (NDA) The NDA is a two-party agreement between [[Black & Veatch]] and [[Conway Corporation]] scoped narrowly to the Stratus effluent work. The unexecuted form (PROD-027) and the executed copy (PROD-040) both recite the purpose as effluent quality and conveyance for Project Stratus. - Parties and purpose: PROD-040 — "This Confidentiality Agreement … is made and entered into … by and between Black & Veatch Corporation, a Delaware Corporation ('Black & Veatch') and Conway Corporation, an Arkansas not-for-profit corporation ('Conway')," with the recital "Black & Veatch and Conway desire to hold discussions relating to Effluent Quality and Conveyance for Project Stratus ('Purpose')." - Term: PROD-040 — "This Agreement and the obligations contained herein shall remain in effect for a period of two (2) years from the date of this Agreement," with B&V financial information protected for "ten (10) years after the date of disclosure." - Execution: PROD-040 was digitally signed by "Derek L. Cambridge, Vice President" of Black & Veatch — "Date: 2025.05.05 10:13:24-05'00'." The routing thread (PROD-039) shows the sequence: Zotti asks "wanted to reach out and see if we could get a copy of the NDA so I can start circulating internally for approval," then Mark Ferguson sends "attached NDA with Black & Veatch for execution" on May 5, 2025. - A separate, earlier NDA was routed in February 2025 for [[Carter Law]]'s [[Jason Carter]] to sign: PROD-058 / PROD-051 — Brad Lacy: "Attached is the NDA for Jason to complete and then we can send the MOU for your review and comments," forwarded by Bret Carroll to [email protected]: "Please sign the attached NDA related to Project Stratus." ### Engineering scope concurrence PROD-041 documents Conway routing the engineering scope of services for concurrence before the professional-services agreement was executed. Mark Ferguson (May 6, 2025): "I've attached a copy of the fully executed NDA for your files." On scope routing (May 2, 2025): "Once these changes are made we will route through the Company for concurrence before execution." The thread also shows B&V developing the fee separately — Zotti (May 5, 2025): "We are working on the fee estimate, should have to you later this week sometime." The "Company" (the unnamed customer) was asked for "information about the water-cooling demand for each phase of build-out and associated timelines for the Engineer's evaluation" (PROD-041). ### The executed Black & Veatch professional-services agreement — who pays PROD-044 is the executed "AGREEMENT FOR PROFESSIONAL SERVICES" between Conway Corporation ("Client") and [[Black & Veatch]] ("ENGINEER") for the Tupelo Bayou Effluent Quality and Conveyance project. The cost-allocation architecture is explicit and is the heart of this instrument: - **Capital "paid for by the industrial facility."** PROD-044 Scope assumption 12 — "It is expected that infrastructure improvement costs will be paid for by the industrial facility. As such, no rate structure evaluation is needed for the initial construction costs." - **Reuse rate for ongoing O&M.** Same assumption 12 — "However, a recommended range of reuse rates shall be provided to address ongoing operational, maintenance, depreciation, and replacement costs." Task 900 (Reuse Rate Advisory Services) elaborates: "a range of rate recommendations will be provided. This range will include various factors, including economic factors, cost recovery, cost of service, sustainability goals, and reuse market conditions." See [[Effluent Reuse Rate and O&MR Charges]]. - **Customer-built blowdown pipeline.** PROD-044 Scope assumption 7 — "A dedicated cooling tower blowdown pipeline from the industrial facility to the WWTP will be provided by the industrial facility and is not included in this scope of work." - **Conway fronts the hourly fee.** Under Section 3 – Payment, "the Client will pay ENGINEER on an hourly rate basis. The Client represents that funding sources are in place with the available funds necessary to pay ENGINEER" (PROD-044). The hourly rates are set out in Appendix B — e.g., "Principal/Project Director $379," "Project Manager $264," "Senior Engineer $280," "Process Director $389" (PROD-044). The agreement is effective "as of the date last written below"; B&V's Cambridge dated it "May 23, 2025," with Conway's Carroll signature dated on the same execution block. - **Single dedicated customer / design parameters.** PROD-044 Scope assumption 3 — "The reuse water from Tupelo Bayou will be a single, dedicated line to a single industrial customer." Assumption 5 — "Peak water supply demand for the industrial facility is assumed to be 4.3 million gallons per day (MGD) for a full-scale industrial facility during peak cooling day." Assumption 6 — "Cooling tower blowdown from the industrial facility is assumed to be 1.1 MGD for a full-scale industrial facility during peak cooling day." > [!note] No total dollar figure for the professional-services agreement appears in the produced text. PROD-044 supplies only the hourly rate schedule (Appendix B) and reimbursable-expense terms; the not-to-exceed/fee total, if any, would live in an unproduced fee exhibit or work order. Cannot verify a contract dollar amount from this production. ### The Developer Reimbursement Agreement — Google pays/triggers The Reimbursement Agreement covers the developer's reimbursement of Conway Corp for the Tupelo Bayou WWTP Evaluation. PROD-028/060/078 show it originating in late 2024 (Corey Parks, Oct 24, 2024: "A draft Reimbursement Agreement for the Tupelo Bayou Wastewater Treatment Plant Evaluation is attached for your review."; Brett McDaniel returned "our initial comments in the attached, DRAFT agreement" on Nov 16, 2024; Parks confirmed "Received and shared with the company" on Nov 18, 2024). See [[Developer Reimbursement Agreement]]. The execution-and-payment transmittals place [[Google LLC]] personnel directly in the loop: - PROD-048 — Sydney Henry ([email protected]), copying Emily Sotherlund ([email protected]), to Jamie Gates (Jan 28, 2025): "Thanks, Jamie! Routing it for signature on our end now. Do you mind having CC fill out the attached payment info form for us to get the payment triggered?" Her signature block reads "Sydney Henry | Energy & Location Strategy | [email protected] | +1 650 582 9603." - PROD-049 — Sydney Henry to Jamie Gates (Feb 4, 2025): "Spoke too soon! Please see attached for the executed copy." > [!contradiction] Google appears directly in Conway Corporation's records here, which sits against the wiki's standing restraint posture ([[D005 Synthesis]] reaffirmed the wiki does not, on this record, assert Project Stratus is Google's). Recorded as Tier-1 fact and tracked at [[T005 - Google as the Project Stratus Customer]]; promotion to a wiki-level identification is reserved for a D007 dialectic. ### The four-party MOU signature routing The MOU is a four-party instrument among Project Stratus, the City of Conway, Conway Corporation, and the Conway Foundation. PROD-050 (Dec 18, 2024) transmits "Project Stratus MOU and Reimbursement Agreement" redlines, noting "It looks like A and D are the sections with changes." PROD-047 (Feb 19, 2025) circulates "the latest version of the proposed MOU between Project Stratus and the City, Conway Corporation, and the Conway Foundation," with comments routed back to Jenifer Kendrick. The final signature routing (PROD-085, Apr 30, 2025) was run through Adobe Acrobat Sign for the file "MOU.Stratus.CC.City of Conway.Conway Foundation.FINAL.4.28.25." Critically, the signing chain extends beyond the four named parties: PROD-085 — "After you sign MOU. Stratus. CC. City of Conway. Conway Foundation. FINAL. 4. 28. 25, the agreement will be sent to [email protected] and [email protected]. Then, all parties will receive a final PDF copy." This places [[Kutak Rock LLP]] ([[Stuart C Hindmarsh]]) and [[First Community Bank]] ([[Lori Melton]]) in the executed-signature chain. ## People and orgs mentioned - [[Black & Veatch]] — engineering firm; counterparty to the NDA (PROD-027/040) and the executed professional-services agreement (PROD-044). - [[Conway Corporation]] — utility "Client" on the B&V agreement and "Conway" on the NDA; fronts the hourly engineering fee (PROD-044). - [[Conway Development Corporation]] — originated and routed the draft Reimbursement Agreement (PROD-028/060/078). - [[Conway Area Chamber of Commerce]] — affiliated with the CDC/Chamber staff routing the agreements (signature blocks, PROD-028/049). - [[Google LLC]] — Sydney Henry and Emily Sotherlund route, trigger payment for, and forward the executed Reimbursement Agreement (PROD-048/049). See restraint callout and [[T005 - Google as the Project Stratus Customer]]. - [[Kutak Rock LLP]] — receives the MOU in the final signature chain (PROD-085). - [[First Community Bank]] — receives the MOU in the final signature chain (PROD-085). - [[Carter Law]] — Jason Carter is sent the February 2025 Project Stratus NDA to sign (PROD-058/051). - [[Project Stratus]] — the codename; the NDA and MOU instruments are scoped to it. - [[Brett McDaniel]] — Conway Corp COO; returns initial comments on the draft Reimbursement Agreement (PROD-060/078). - [[Mark Ferguson]] — Conway Corp Water Systems Senior Engineer; routes the NDA and scope, attaches the fully executed NDA (PROD-039/041). - [[Corey Parks]] — CDC Chief Economic Development Officer; transmits the draft Reimbursement Agreement (PROD-028/078). - [[Jamie Gates]] — Chamber/CDC EVP; relays Google's execution/payment messages (PROD-048/049/050). - [[Brad Lacy]] — Chamber/CDC; circulates the MOU and routes the February NDA (PROD-047/058). - [[Brett Carroll]] — Conway Corp CEO (signs as "W.A. Carroll" on PROD-044); forwards the NDA to Jason Carter (PROD-051) and transmits the executed Reimbursement Agreement (PROD-048). - [[Jenifer Kendrick]] — Chamber; sender/initiator of the Adobe Sign MOU signature request (PROD-085); MOU comment routing point (PROD-047). - [[Jack Pillow]] — CDC; cc'd on the Reimbursement Agreement thread (PROD-028/060/078). - [[Dale Gottsponer]] — Conway Corp; cc'd on the Reimbursement Agreement transmittals (PROD-048/050). - [[Sydney Henry]] — Google "Energy & Location Strategy"; routes for signature and triggers payment on the Reimbursement Agreement (PROD-048/049). - [[Emily Sotherlund]] — Google; cc'd on the Reimbursement Agreement transmittals (PROD-048/049). - [[Scott Zotti]] — Black & Veatch Project Director; circulates the NDA and scope of services, attests the professional-services agreement (PROD-039/041/044). - [[John A. Keller]] — Black & Veatch; cc'd on the scope-of-services thread (PROD-041). - [[Jason Carter]] — Carter Law; recipient of the February 2025 Project Stratus NDA for signature (PROD-058/051). - [[Stuart C Hindmarsh]] — Kutak Rock; downstream signer in the MOU routing (PROD-085). - [[Lori Melton]] — First Community Bank; downstream signer in the MOU routing (PROD-085). ## Concepts invoked - [[Developer Reimbursement Agreement]] — the instrument reimbursing Conway Corp for the Tupelo Bayou WWTP evaluation (PROD-028/048/049/050/060/078). - [[Effluent Reuse Rate and O&MR Charges]] — the reuse rate / O&M-D-R recovery mechanism (PROD-044 assumption 12; Task 900). - [[Tupelo Bayou Treated-Effluent Cooling]] — the underlying effluent-to-cooling concept the engineering agreement studies (PROD-044 Appendix A). - [[Cost-of-service study]] — Task 900 reuse-rate factors include "cost recovery, cost of service" (PROD-044). - [[Special rate contract]] — the reuse-rate construct functions as a bespoke rate for the single industrial customer (PROD-044 Task 900). ## Events documented - [[2025-02 Google Executes the Project Stratus Reimbursement Agreement]] — PROD-048/049, Sydney Henry routes for signature, triggers payment, and forwards the executed copy. - [[2025-05 Conway Corporation Executes the Black and Veatch Effluent Agreement]] — PROD-040 (NDA, May 5) and PROD-044 (professional-services agreement, effective May 23, 2025). - [[2025-04 Conway City Council Approves Project Stratus MOU]] — the MOU finalized and routed for signature in PROD-085 (FINAL.4.28.25) corresponds to this approval window. - [[2026-06 Conway Corporation Produces Project Stratus Records]] — the production these PRODs belong to. ## Cross-references - [[Project Stratus MOU and Reimbursement Negotiation]] — sibling source page covering the negotiation correspondence behind these instruments. - [[Tupelo Bayou Effluent Study RFQ and Engineering Reports]] — the engineering deliverables produced under the PROD-044 scope. - [[Project Stratus Site Visits Scoping and Meetings]] — the meetings/site visits that preceded scope concurrence. - [[The Conway Data Center Project]] — the overarching project hub. - [[T005 - Google as the Project Stratus Customer]] — the tracked open identification question. ## Open questions / follow-ups - **Contract dollar amounts.** No total/not-to-exceed fee for either the professional-services agreement (PROD-044) or the Reimbursement Agreement appears in the produced text. PROD-044 gives only hourly rates (Appendix B); the Reimbursement Agreement attachments (the agreement body and the "payment info form" referenced in PROD-048) were not produced as readable text here. Cannot verify dollar figures from this production. - **Reimbursement Agreement counterparties.** The transmittals (PROD-048/049) show Google personnel executing and triggering payment, but the executed agreement's named signatory entity (e.g., a developer LLC vs. Google directly) is not in the produced text. Follow up: obtain the executed Reimbursement Agreement body. - **MOU executed copy.** PROD-085 is the signature request and routing notice; the fully executed four-party MOU PDF ("all parties will receive a final PDF copy") is not in this set. Follow up: confirm execution and obtain the final PDF. - **"The Company."** The customer is referred to as "the Company" / "the industrial facility" throughout the scope correspondence (PROD-041/044) and is never named in these instruments; ties to the [[T005 - Google as the Project Stratus Customer]] question.