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AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES THIS AGREEMENT FOR PROFESSIONAL ENG1NâE ING SERVICES (hereinafter "AGREEMENT") made and entered into thisã day of 2015, by and between the City of Moscow, Idaho, 206 East Third Street, Moscow, Idaho, 8384 a municipal corporation of the State ofldaho (hereinafter "CITY"), and SPF WATER ENGINEERING, Inc., 300 East Mallard Drive, Suite 350, Boise, Idaho, 83706 (hereinafter "ENGINEERS"). WI T NE S S E T H: The parties hereto wish to enter this Agreement regarding the Scope of Services (hereinafter "The Project") as set forth below: WHEREAS, ENGINEERS agree to complete Scope of Services described herein as providing professional engineering services to assess CITY's water rights portfolio, recommend and assist in revisions to the water rights, and provide assistance to CITY in the Palouse River Basin Adjudication process in accordance with Idaho Department of Water Resources (IDWR) policies and State Statutes; NOW THEREFORE, be it agreed that for and in consideration of the mutual covenants and promises between the parties hereto, that: ENGINEERS shall furnish all of the following engineering services for The Project as described by task and title in Scope of Services: SECTION I: SCOPE OF SERVICES ENGINEERS shall provide CITY the following: All of the complete tasks as described in Exhibit attached hereto and incorporated fully into this AGREEMENT by reference. CITY shall provide ENGINEERS the following: Items identified in Exhibit SECTION II: A. Independent Contractor The contracting parties warrant by their signature that no employer/employee relationship is established between ENGINEERS and CITY by the terms of this AGREEMENT. It is understood by the parties hereto that ENGINEERS are independent contractors and as such neither they nor their employees, if any, are employees of CITY for purposes of tax, retirement system, or social security (FICA) withholding. SPF - PROFESSIONAL SERVICES AGREEMENT- WATER RIGHTS 7/21/201 5 PAGE I OF 6 ---PAGE BREAK--- B. Fees and conditions for Engineering Services. The cost of Engineering Services for The Project, as described in Scope of Services - Exhibit is not-to-exceed seven thousand dollars ($7,000) with payment based on SPF's standard hourly rates. Details related to such fee are provided in Exhibit attached hereto. ENGINEERS and CITY may mutually agree in writing to expand the Scope of Services applying hourly rates and expenses as the basis for compensation. ENGINEERS' invoices shall list the individual performing any work and a description of work performed by task and degree of completion. ENGINEERS' invoices shall be submitted on a basis to CITY for approval and payment. Payment is due upon receipt of ENGINEERS' statement(s). If payment is not received in forty five ( 45) days of receipt of invoice, ENGINEERS may charge interest at a rate of one percent (1 % ) per month on any unpaid balances. SECTION III: A. Termination of AGREEMENT This AGREEMENT may be terminated by ENGINEERS upon thirty (30) days written notice, should CITY fail to substantially perform in accordance with its terms through no fault of ENGINEERS. CITY may terminate this AGREEMENT upon thirty (30) days written notice without cause and without further liability to ENGINEERS except for payment as designated by Section III.E. All working drawings shall become the property of, and shall be surrendered to CITY pursuant to Section III.O. Reuse of working drawings from The Project by CITY shall be without liability or legal exposure to ENGINEER. B. Extent of AGREEMENT This AGREEMENT may be amended only by written instrument signed by both parties hereto. C. Data of Record CITY shall make available to ENGINEERS all technical data of record in CITY's possession, including maps, surveys, water quality data and other information described in Scope of Services, to support this work. D. Qualified Estimates of Cost The estimates of cost for The Project herein are to be prepared by ENGINEERS through exercise of their experience and judgment in applying presently available cost data; but it is recognized that ENGINEERS have no control over cost of labor and materials, or over competitive bidding procedures and market conditions so that they cannot warrant The Project construction costs will not vary from their cost estimates. Nothing in this paragraph shall serve to release or relieve ENGINEERS from exercising the skill, care, and professional judgment exercised by similarly situated professional engineers. SPF - PROFESSIONAL SERVICES AGREEMENT - WATER RIGHTS 7/21/201 5 PAGE2 OF 6 ---PAGE BREAK--- E. Termination of The Project If any portion of The Project covered by this AGREEMENT shall be suspended, abated, abandoned or terminated, CITY shall pay ENGINEERS 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. The ENGINEERS Errors and Omissions Insurance In performance of professional services, ENGINEERS 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 ENGINEERS' services. Should ENGINEERS or any of ENGINEERS' agents or employees be found to have been negligent in the performance of professional services from which CITY sustains damage, ENGINEERS liability plus cost and fees of litigation shall be limited to One Million Dollars ($1,000,000). ENGINEERS shall obtain Errors and Omissions insurance coverage 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 The Project. CITY shall receive notice of any pending termination of said insurance within thirty (30) days of first notice to ENGINEERS. G. The ENGINEERS Additional Insurance ENGINEERS 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 ENGINEERS shall cause CITY to be named as an additional insured under said policy. H. Indemnification ENGINEERS agree, to the fullest extent permitted by law, to indemnify and hold harmless CITY against damages, liabilities and costs arising from the negligent acts of ENGINEERS in the performance of professional services under this AGREEMENT, to the extent that ENGINEERS are responsible for such damages, liabilities and costs on a comparative basis of fault and responsibility between ENGINEERS and CITY. ENGINEERS shall not be obligated to indemnify CITY for CITY' s 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. SPF - PROFESSIONAL SERVICES AGREEMENT- WATER RIGHTS 7/21/201 5 PAGE30F 6 ---PAGE BREAK--- J. Jurisdiction and Venue It is agreed that this AGREEMENT shall be construed under and governed by the laws of the State ofldaho. 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 ofldaho, in and for the County of Latah. K. Binding of Successors CITY and ENGINEERS each bind themselves, their partners, subconsultants (if any), 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. Modifications and Assignability of AGREEMENT This AGREEMENT contains the entire agreement between the parties concerning The 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. ENGINEERS 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. Project Representatives CITY and ENGINEERS hereby designate their authorized representatives to act on their behalf with respect to the services and responsibilities under this AGREEMENT. The following designated representatives are authorized to receive notices, transmit information and make decisions regarding The Project on behalf of their respective parties, except as expressly limited herein. These representatives are not authorized to alter or modify the terms and conditions of this AGREEMENT, except as otherwise provided herein. For CITY: Name: Address: Les MacDonald P 0 Box 9203 Moscow, ID 83843 Work Telephone: Facsimile: E-mail Address: lmacdonald@ci. rnoscow .id. us For ENGINEERS: Name: Address: Christian R. Petrich 300 E. Mallard Drive, Suite 300 Boise, ID 83706 E-mail Address: [EMAIL REDACTED] SPF - PROFESSIONAL SERVICES AGREEMENT - WATER RIGHTS Work Telephone: Facsimile: 7/211201 5 (208) 883-7028 (208) 883-7033 (208) 383-4140 (208) 383-4156 PAGE4 OF 6 ---PAGE BREAK--- In the event any changes are made to the authorized representatives or other information listed above, CITY and ENGINEERS agree to furnish each other timely, written notice of such changes. N. Conflict of Interest ENGINEERS covenant that they presently have no interest and will not knowingly acquire any interest, direct or indirect, in The Project which would conflict in any manner or degree with the performance of services hereunder. ENGINEERS further covenant that, in performing this AGREEMENT, they will employ no person who has any such interest. 0. Ownership and Publication of Materials Documents of service to The Project prepared by ENGINEERS 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 documents 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. ENGINEERS shall be permitted to retain copies including reproducible copies of the drawing specifications and other documents for information, reference and use on other work or for additions to this work. Such documents are not intended or represented to be suitable for reuse by other extensions of the work or any other work. Reuse of the documents shall be at the sole risk of CITY and without liability or legal exposure to ENGINEERS. P. Non-discrimination ENGINEERS 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, genetic information, or national origin. IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed as of the date indicated above. ENGINEERS CITY City of Moscow, Idaho SPF - PROFESSIONAL SERVICES AGREEMENT - WATER RIGHTS 7/21/201 5 PAGES OF 6 ---PAGE BREAK--- ST A TE OF IDAHO coUNTY oF Wcdci ) ) SS. ) ACKNOWLEDGMENT On this d,3...it day ofCfL<- , 2015, before me, a Notary Public in and for said State, appeared Christian R. Petrich, n to me to be the person named above and acknowledged that he executed the foregoing document as the duly authorized representative for SPF ENGINEERING, Y, LL G " " ' \)DI D "'lv/ ' \Jr . : / OTAA : - • r"Y • - : . - : - I : ; \ sue i , -v . 0 , ! '',11 OF SPF - PROFESSIONAL SERVICES AGREEMENT- WATER RIGHTS Ib0 No Public for the State of Idaho Re icting at Cll/0® 1 tf2 A i My commission expires 1/1 7/21/201 5 PAGE 6 OF 6 ---PAGE BREAK--- June 18, 2015 Les MacDonald Public Works Director City of Moscow PO Box 9203 Moscow, Idaho 83843 Subject: Water right review and transfer proposal Dear Les, In a recent telephone conversation we discussed the City of Moscow's water rights and the degree to which water from individual rights can be pumped and delivered throughout the City's integrated water system. A search of Idaho Department of Water Resources (IDWR) active records revealed four licensed water rights for the City of Moscow's municipal supply wells. In aggregate, these rights authorize the diversion rate of 17.24 cfs for municipal purposes, with priority dates ranging from April 3, 1964 through September 30, 1982. (Two additional rights for the City are listed in IDWR's records: a licensed right for irrigation of Mountain View Park, and a beneficial use claim for irrigation of Sunset Memorial Gardens. We assume the irrigation wells described by these rights are not included in the city's potable municipal supply system.) Table 6-2 of the City's Comprehensive Water System Plan (prepared by HOR Engineering, Inc., Golder Associates, and Taylor Engineering, Inc., and adopted by the City in January 2012), shovvs that aggregate annual volumes authorized under existing water rights exceed the City's projected 50-year water demand. However, authorized diversion rates and volumes under individual rights are limited to diversions from specific wells. The rate or volume associated with an individual water right will not be fully used if the well authorized by that water right cannot pump the full authorized capacity. The City's aggregate authorized rate or volume cannot be achieved if wells listed under individual rights cannot (for reasons of well capacity or aquifer limitations) pump at full authorized capacity. To address this issue many Idaho cities have opted to integrate individual water rights by cross-listing all existing points of diversion under all rights that authorize a common use municipal use). Doing so may provide additional flexibility for water-system operations by reducing constraints associated INith specific wells. There are two ways of integrating water rights available to the City of Moscow: file a transfer application that lists all of the City's points of diversion on each water right or assert an "accomplished transfer" on each municipal claim in the North Idaho Adjudication once claims-taking begins (the latter option would require that the water system was fully integrated prior to January 1, 2006). We are pleased to provide the following scope of work and budgetary cost estimate for preparing information necessary to integrate the City's water rights, whether by transfer (Option 1) or adjudication claim (Option A specific strategy on integrating the City's water 3:00 E Mallard Or11,1e. Su11e 351), Boise, Cdaho 83706 Tel [PHONE REDACTED] Fax [PHONE REDACTED] EXHIBIT PAGE I OF 5 ---PAGE BREAK--- Les McDonald, City of Moscow June 18, 2015 rights will be made based on consultation with legal counsel. Also included is a recommendation to begin laying a foundation for possible beneficial use claims for municipal water use prior to the City's earliest recorded water rights. Scope of Work Tasks associated with preparing either a transfer application or preparing information for accomplished-transfer claims include the following: 1. Conduct a search of active IDWR records to identify water rights held in the name of the City of Moscow. SPF will then map the existing places of use and points of diversion for each right using Geographic Information System (GIS) software and 2013 aerial imagery. The maps will show city boundaries, current water-system extent (based on City-supplied data), and any near-term anticipated water-system extensions such as recently-annexed subdivisions (again, based on City-supplied information); 2. Prepare a table summarizing water-right elements water-right number, basis, priority date, point of diversion well), authorized use, maximum instantaneous diversion rate, and any maximum annual volume limits. We will note any special conditions, including conditions pertaining to use, monitoring requirements, and/or reporting requirements; 3. Review water-right records for any relevant information pertaining to individual wells and/or source aquifers; 4. Compare inferred or specified water-right volume limits with average and peak withdrawals for the City's municipal wells (based on data provided by the City); 5. Work with City staff to identify any existing constraints associated with pumping from certain City wells; 6. Prepare a transfer application to cross-list points of diversion under City water rights with common use municipal) for City signature or information necessary to assert an accomplished transfer in an adjudication claim. 7. Prepare a brief technical memorandum summarizing results of the above-listed tasks. 8. Present (if requested) results to Moscow City Council. Production from specific wells likely will be limited in an approved transfer or adjudication claim to currently authorized diversion rates and volumes. The benefit of knowing such limitations is that it reduces future water-right uncertainty it may be better to know of such limitations now than later) and 'MlUld provide the City a more informed basis for projecting future water-supply and corresponding water-right needs. Page 2 EXHIBIT PAGE20F 5 ---PAGE BREAK--- Les McDonald, City of Moscow June 18, 2015 In addition to the above-listed tasks, we recommend that the City explore municipal water use by the City of Moscow that preceded current water-right licenses. For example, the City of Moscow's earliest municipal right has an April 3, 1964 priority date. However, there likely was municipal water use (surface and/or groundwater) prior to this date. For example, notes in IDWR's records suggest that Well 2 was completed in 1925 and Well 3 in 1928. Beneficial-use claims for such earlier uses can be filed once the adjudication claims-taking begins, and we recommend that the City begin compiling evidence (historical information, historical photographs, affidavits, etc.) describing such use. We will note information alluding to earlier water use in our review of water-right files (Task but full development of such information is outside of the scope of this proposal. Estimated Costs We propose to perform this work on a time and materials basis as detailed on the attached schedule of fees and conditions. A current hourly rate schedule is provided as Table 1. Direct costs (travel, photocopy, postage, etc.) will be billed at actual cost plus 15%. A detailed cost estimate has not been prepared for this project. We anticipate the consulting costs associated with the tasks described above will range from approximately $4,000 to $7,000, depending in part on the amount of research needed to complete Task 3, and other related tasks that arise through attorney review. We will make every effort to keep this cost as low as possible. In addition, a transfer involving 17.24 cfs would require an IDWR processing fee of $1,860; adjudication claims for the City's rights (including irrigation rights) would require an additional processing fee of approximately $2,400. The cost estimate for SPF services does not include costs associated with tasks outside of this scope of work, such as addressing or resolving any protests associated with a proposed transfer or objections to adjudication claims. It does not include costs associated with compiling per-well historical use (if needed) or projection of future volumetric or instantaneous demands with respect to individual water rights. Schedule We are ready to begin these tasks upon receipt of notice to proceed. A report will be completed within approximately 6 weeks of receiving the notice to proceed. Agreement If this proposal meets vvith your approval, it may serve as the basis for agreement by affixing a signature in the space provided below. This signature 'Nill be considered as a notice to proceed with a budget upper limit for SPF services of $7,000. Please return one signed original to my office. We look forward to working with you on this project. Please call me if you have any questions. Page 3 EXHIBIT PAGE3 OF 5 ---PAGE BREAK--- Les McDonald, City of Moscow June 18, 2015 Respectfully submitted, ristian R. Petrich, Ph.D., P.E P.G. Principal Engineer/Hydrologist Page4 EXHIBIT PAGE40F 5 ---PAGE BREAK--- TABLE 1 ·SPF WATER ENGINEERING, LLC SCHEDULE OF HOURLY BILLING RATES Personnel Title 2016 Billing Rate Terry Scanlan, P.E , P.G. Principal $160 Engineer/Hydrogeologist Christian Petrich, Ph.D., P.E., P.G. Principal Engineer/Hydrologist $160 Cathy Cooper, P E. Principal Engineer $145 Bob Hardgrove, P.E Principal Engineer $145 David Keil, P.E. Principal Engineer $145 Scott King, P.E. Supervising Engineer $135 Eric Landsberg, P.E. Senior Project Manager $140 Jason Thompson, P.E. Project Manager $120 Kent Gingrich, P E. Project Manager $120 Peter Cooper, P.E. Project Engineer $112 Justin Leraris, P.E. Project Engineer $112 Marci Pape, P.E. Project Engineer $90 Bryce SWillum, E.l.T Associate Engineer $89 Breanna Paulson, E l.T Associate Engineer $74 Roxanne Brown Senior Water Right Specialist $100 Lori Graves Water Right Specialist $90 Steve Bennett Designer I $86 Jensen GIS Specialist I Graphics $65 Julie Romano Accounting/HR $65 Megan Tverdy Administrative $55 Note: Hourly billing rates are adjusted on January 1 •teach year. EXHIBIT PAGES OF 5