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AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES This Agreement for Professional Engineering Services, made and entered into this day of u . , 2003, by and between the City of Moscow, Idabo, a municipal corporation of the State of Idaho, 206 East Third Street, Moscow, Idaho, 83843 (hereinafter referred to as "CITY''), and J-U-B ENGINEERS, Inc., (hereinafter referred to as "ENGINEER"). WITNESS ETH: WHEREAS, CITY wishes to assess various aspects of water system quality with City of Moscow, Idaho pursuant to Scope of Work and Schedule herein; and WHEREAS, ENGINEER agrees to prepare Scope of Work described hereinbelow; NOW, THEREFORE, be it agreed that for and in consideration of the mutual covenants and promises between the parties hereto, that: SECTION I: SC OPE OF WORK ENGINEER shall furnish all of the following engineering services for Project: Water Quality Assessment and Review of Operational Practices A. Scope of Work described (In accordance with Proposal submitted) Task 1- ENGINEER shall examine existing data including review of the following information: • Fire hydrant-flushing schedule • Pressure zone of all high level boosters • Distribution system areas with high pressure • Distribution system areas with low pressure • Map indicating dead end areas • Map showing water quality complaints (three years) • Location of wells • Water analysis of all wells • Explanation of difficnJt disinfection for Well No. 6 • Distribution system chlorine residuals • Significant accomplishments within the current system • Ammonia and Total Organic Carbon analysis • Description of chlorination practice in City of Moscow ENGINEER shall review the existing data and determine what, if any, data gaps exist, and recommend procedures for additional data gathering. Specific emphasis will be on identifying areas of CITY with the highest level of complaints. Interviewing of CITY employees will take place during this step. Task 2 - Water Conditioning/Review Conclusions of Master's Thesis "Investigations into Water System Quality for the City of Moscow, Idaho" AGREEMENT FOR PROFESSIONAL SERVJCES WATER QUALITY ASSESSMENT PAGE I O F 7 2003-48 ---PAGE BREAK--- In the Master's Thesis referenced above, taste and odor problems were traced to wells 2 and 3, principally during the summer months. The complaints occurred both before and after construction of a treatment facility to oxidize and filter the relatively high iron and manganese levels in wells 2 and 3. The study found that all major contributing wells contained high concentrations of dissolved carbon dioxide. Water corrosivity is a potential problem with many groundwatcrs, including those from basalt aquifers as used for water supply by CITY, and low hardness, low alkalinity surface waters. Ground water aggressiveness ( corrosivity) is often caused by high concentrations of carbon dioxide or other weak acid compounds. CITY proposes to use existing water chemistry data, and some additional data that can be easily collected, to examine the water aggressiveness using a computer model version of the Caldwell-Lawrence diagrams. Using this model CITY would also examine treatment options to reduce aggressiveness, including chemical conditioning. Assuming the water is found to be aggressive, chemicals to be reviewed for applicability and effectiveness include caustic soda (NaOH), bicarbonate (NaHC03), and carbonate (Na2C03). Those methods showing promise as treatment methods will be evaluated further and developed for consideration by CITY. It is assumed that any additional sampling and testing needed for the analysis would be performed by CITY. Task 3 --Identify Modifications to Operating Procedures and/or Existing Treatment Technology Using results from Tasks 1 and 2, ENGINEER will make a preliminary determination as to which of CITY's sources (wells) most contribute to customer water quality problems. ENGINEER will advise CITY on potential modifications to operating procedures or modifications to existing treatment technology which can be done in-house by CITY at reasonable expenses. Consider and highlight differences between Grand Ronde and Wanapum sources. A preliminary analysis of sequestering as an alternative will be prepared. A list of CITY wells will be prepared ranking them from "best" to "worst" with respect to customer water quality problems. Operating procedure modifications will be incorporated into the final Project report. Task 4 - Determine if CITY's Distribution System Contains Biofilms After reviewing the data in Task 1, ENGINEER will identify a few areas to be tested for biofilm within the distribution system. This will likely be accomplished by cutting out small sections of line, taking scrapings and having them analyzed in a laboratory to determine their composition, including whether they are primarily organic or inorganic. It may be possible to utilize current construction projects or other methods to obtain the samples - these options will be further explored with CITY staff. It is assumed that laboratory testing costs for this portion of Project will be borne by CITY. Task 5- Final Project Report and Schedule Final Project report and briefing meeting with CITY. Recommended modifications to operating procedures, and/or existing treatment technology will be described and a cost estimate prepared. Consideration will be given in the report to future alternatives and actions that would provide future water quality improvement. This work would conceivably be incorporated in Project Scope elements of the Phase II portion of the water quality study in fiscal year 2004. The schedule below assumes a Notice to Proceed (NTP) is issued by November I, 2003. If the NTP is issued after that date the schedule will be adjusted accordingly. AGREEMENT FOR PROFESSIONAL SER VlCES WATER QUALITY ASSESSMENT PAGE 2 OF 7 ---PAGE BREAK--- Task I Collect and evaluate existing data November 17, 2003 Task 2 Water conditioning evaluation November 21, 2003 Task 3 IdentifY modifications to operation procedures December 8, 2003 Task 4 Biofilm evaluation December 8, 2003 Task 5 Final Project report December 16, 2003 Due to the limited budget available for Project, it will be necessary to find ways to economize. Since ENGINEER is currently working on the effluent filtration study for the CITY and University of Idaho, it may be possible for Dr. Esvelt to combine trips and save on travel time. B. City Deliverables CITY shall provide the following to ENGINEER in relationship to Project. • Fire hydrant-flushing schedule • Pressure zone of all high level boosters • Distribution system areas with high pressure • Distribution system areas with low pressure • Map indicating dead end areas • Map showing water quality complaints (three years) • Location of wells • Water analysis of all wells • Explanation of difficult disinfection for Well No. 6 • Distribution system chlorine residuals • Significant accomplishments within the current system • Ammonia and Total Organic Carbon analysis • Description of chlorination practice in CITY Materials outlined in Task I of submitted Proposal and additional information as requested that is readily available. SECTIOND: A. Independent Contractor The contracting parties warrant by their signature that no employer/employee relationship is established between ENGINEER and CITY by the terms of this Agreement. It is understood by the parties hereto that ENGINEER is an independent contractor and as such neither it nor its employees, if any, are employees of CITY for purposes of tax, retirement system, or social security (FICA) withholding. B. Fees and Conditions for Engineering Services l. Payment for services is provided in accordance with the cost described in the following Section II B 2. AGREEMENT FOR PROFESSIONAL SERVICES WATER QUALITY ASSESSMENT PAGE30F7 ---PAGE BREAK--- 2. Maximum Costs Section I - The cost for engineering services for Project as described in Section I, Scope of Work, Tasks I through 5 is a not-to-exceed fee of nine thousand dollars ($9,000) with payment based on hourly rates provided below which shall include all fixed fees (profit), overhead, and direct costs: Hourly Rate Schedule Principal.. $150/hr Project Manager $125/hr Larry Esvelt $125/hr Project Engineer $100/hr Technician $ 51/hr Work Hour Estimate by Task 1 2 3 4 5 T otal Jim Coleman 2 2 I 5 Kevin Gardes 8 2 16 8 16 50 Larrv Esvelt 2 10 2 2 5 21 Steve James 3 3 6 Apnroximate Hours of Effort 10 J4 23 10 25 82 Bills submitted to CITY by ENGINEER shall list individual performing work and description of work performed. Bills shall be submitted on a basis to the City Engineer for approval and payment. Payment is due upon receipt of ENGINEER's statement(s). 3. CITY and ENGINEER may mutually agree to re-allocate task funding, providing the "not to exceed price" described in Section II B. 2. is unchanged. SECTION III: A. Termination of Agreement This Agreement may be terminated by ENGINEER upon thirty (30) days written notice, should CITY fail to substantially perform in accordance with its terms through no fault of ENGINEER. CITY may terminate this Agreement with thirty (30) days notice without cause and without further liability to ENGINEER except as designated by this section. In the event of termination, ENGINEER shall be paid for services performed to termination date, including direct expense and including a percentage of the fixed fee based upon the work completed. All working Drawings shall become the property of, and shall be surrendered to, CITY. B. Extent of Agreement This Agreement may be amended only by written instrument signed by both parties hereto. AGREEMENT FOR PROFESSIONAL SERVICES WATER QUAU1Y ASSESSMENT PAGE40 F 7 ---PAGE BREAK--- C. Data of Record CITY shall make available to ENGINEER all technical data of record in CITY's possession, including maps, surveys, borings and other information described in Section I. B. to ENGINEER supporting this work. D. Qualified Estimates of Cost The estimates of cost for Project herein are to be prepared by ENGINEER through exercise of their experience and judgment in applying presently available cost data; but it is recognized that ENGINEER has no control over cost of labor and materials, or over competitive bidding procedures and market conditions so that they cannot warrant Project construction costs will not vary from their cost estimates as a result of these described factors. Nothing in this paragraph shall serve to release or relieve ENGINEER from exercising the skill, care, and professional judgment exercised by similarly situated profession engineers. E. Termination of Project If any portion of Project covered by this Agreement shall be suspended, abated, abandoned or terminated, CITY shall pay ENGINEER for the services rendered to the date of such suspended, abated, abandoned or terminated work; the payment to be based, insofar as possible, on the amounts established in this Agreement or, where the Agreement cannot be applied, the payment shall be based upon a reasonable estimate as mutually agreed upon between the two parties as to the percentage of the work completed. F. ENGINEER's Errors and Omissions Insurance In performance of professional services, ENGINEER will use that degree of care and skill ordinarily exercised under similar circumstances by members of the engineering profession; and no other warranty, either expressed or implied, is made in connection with rendering ENGINEER's services. Should ENGINEER or any of ENGINEER's agents or employees be found to have been negligent in the performance of professional services from which CITY sustains damage, ENGINEER has obtained Errors and Omissions Insurance in the amount of One Million Dollars ($1,000,000), and said insurance shall be held active for a two year (minimum) period from the date of completion of Project. CITY shall receive notice of any pending termination of said insurance within five days of first notice to ENGINEER. G. ENGINEER's Additional Insurance ENGINEER shall maintain Automobile Insurance and Statutory Workmen's Compensation Insurance coverage, Employer's Liability, and Comprehensive General Liability Insurance coverage. The Comprehensive General Liability Insurance shall have a minimum limit of Five Hundred Thousand Dollars ($500,000) per claim and One Million Dollars ($1,000,000) aggregate, and ENGINEER shall cause CITY to be named as an additional insured under said policy. H. Indemnification ENGINEER agrees, to the fullest extent permitted by law, to indemnify and hold harmless CITY against damages, liabilities and costs arising from the negligent acts of ENGINEER in the performance of professional services under this Agreement, to the extent that ENGINEER is responsible for such AGREEMENT FOR PROFESSIONAL SERVICES WATER QUALITY ASSESSMENT PAGE 5 OF 7 ---PAGE BREAK--- damages, liabilities and costs on a comparative basis of fault and responsibility between ENGINEER and CITY. ENGINEER shall not be obligated to indemnifY CITY for CITY's sole negligence. I. Costs and Attorney Fees In the event either party incurs legal expenses to enforce the terms and conditions of this Agreement, the prevailing party is entitled to recover reasonable attorney's fees and other costs and expenses, whether the same are incurred with or without suit. J. Jurisdiction and Venue It is agreed that this Agreement shall be constmed under and governed by the laws of the State of Idaho. In the event of litigation concerning it, it is agreed that proper venue shall be the District Court of the Second Judicial District of the State of Idaho, in and for the County of Latah. K. Binding of Successors CITY and ENGINEER each bind themselves, their partners, successors, assigns and legal representatives to the other parties to this Agreement and to the partner, successors, assigns and legal representatives of such other parties with respect to all covenants of this Agreement. L. Modification and Assignability of Agreement This Agreement contains the entire agreement between the parties concerning Project, and no statements, promises, or inducements made by either party, or agents of either party, are valid or binding unless contained herein. This Agreement may not be enlarged, modified, or altered except upon written agreement signed by the parties hereto. ENGINEER may not subcontract or assign its rights (including the right to compensation) or duties arising hereunder without the prior written consent and express authorization of CITY. Any such subcontractor or assignee shall be bound by all of the terms and conditions of this Agreement as if named specifically herein. M. CITY'S Representatives CITY shall designate a representative authorized to act in behalf of CITY. The authorized representative shall examine the documents of the work as necessary, and shall render decisions related thereto in a timely marmer so as to avoid unreasonable delays. N. Conflict oflnterest ENGINEER covenants that they presently have no interest and will not acquire any interest, direct or indirect, in Project which would conflict in any manner or degree with the performance of services hereunder. ENGINEER further covenants that, in performing this Agreement, they will employ no person who has any such interest. 0. Ownership and Publication of Materials. All reports, information, data and other materials prepared by ENGINEER pursuant to this Agreement shall be the property of CITY, which shall have the exclusive and unrestricted authority to release, publish, or otherwise use them, in whole or in part. All such materials developed under this Agreement shall not be subject to copyright or patent in the United States or in any other country without the prior written approval and express authorization of CITY. AGREEMENT fOR PROH\SSJONAL SERVICES WATER QUAUfY ASSESSMENT PAGE 6 OF 7 ---PAGE BREAK--- P. Non-discrimination. ENGINEER shall not discriminate against any employee or applicant for employment on the basis of race, color, religion, creed, political ideals, sex, age, marital status, physical or mental handicap, or national origin. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date indicated above. ENGINEER J-U-B Engineers, Inc. . /J.4J % ' LJ/./ By t/H v Kevin Gardes, Project Manager STATE OF IDAHO ) ) ss. COUNTY OF LATAH ) CITY City of Moscow, Idaho By: ATTEST: ACKNOWLEDGMENT On this day of , 2003, before me, a Notary Public in and for said State, appeared Kevin Gardes, known to me to be the person named above and acknowledged that he executed the foregoing document as the duly authorized representative for J-U-B Engineers, Inc. Agreement\ProfessiorudServices Wa1crQua!ity !D-2003\pm AGREEMENT FOR PROFESSIONAL SERVICES WATER QUALITY ASSESSMENT PAGE 7 OF 7