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AGREEMENT FOR PROFESSIONAL SERVICES FOR GYRO DEVIATION SERVICES BETWEEN CITY OF MOSCOW, IDAHO AND CENTURY GEOPHYSICAL co THIS AGREEMENT FOR PROFESSIONAL SERVICES FOR GYRO DEYTATION SERVICES (hereinafter "this Agreement"), made and entered into this 2 day of ff) , 2017, by and between City of Moscow, Idaho, a municipal corporation of the State of l o, 206 East Third Street, Moscow, Idaho, 83843 (hereinafter "CITY"), and Century Geophysical eerp., 1223 South 71 st East A venue, Tulsa, Oklahoma, 7 4112 (hereinafter "CONTRACTOR"). t-l.Z!_ W I T N E S S E T H : WHEREAS, CITY intends to enter into an Agreement for Well #10 Phase II Gyro Deviation Services, and which is defined further herein below (hereinafter "the PROJECT"); and WHEREAS, CONTRACTOR agrees to perform the various professional services required for the PROJECT; NOW, THEREFORE, it is agreed that for and in consideration of the mutual covenants and promises between the parties hereto, that: SECTION I Scope of Work for Gyro Deviation Services CONTRACTOR shall furnish the following services for the PROJECT as outlined in Attachment of this Agreement, which is adopted and incorporated herein and as described generally below: Provide Gyro Deviation Services at City's Well #10 Phase II. Provide a deviation in magnetically impeded environments such as metal drill pipe, metal well casing, passages through or near ferrous/conductive public works or ferrous/conductive ore bodies, by mechanically measuring the tool's variance from a surveyed bearing. SECTION II Fees and Conditions for Services Maximum Costs for Basic Gyro Deviation Services Under Section 1 of this Agreement. The total cost to CITY for Gyro Deviation Services as described in Section 1, shall be an amount not to exceed Five Thousand Four Hundred Fifty Dollars ($5,450). PROFESSIONAL SERVICES AGREEMENT- PAGE l OF l ---PAGE BREAK--- SECTION III A. Independent Contractor CITY and CONTRACTOR hereto warrant by their signature that no employer/employee relationship is established between CITY and CONTRACTOR by the terms of this Agreement. It is understood by the parties hereto that CONTRACTOR 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. Termination of Agreement This Agreement may be terminated by CONTRACTOR upon thirty (30) days prior written notice, should CITY fail to substantially perform in accordance with its terms through no fault of CONTRACTOR. CITY may terminate this Agreement with thirty (30) days notice without cause and without further liability to CONTRACTOR except as designated by this Section. In the event of termination, CONTRACTOR shall be paid for services performed to termination date, including direct expense and including a percentage of the Fee set out in Section 2 of this Agreement, based upon the work completed. All materials related to the PROJECT which have been produced by CONTRACTOR as part of PROJECT services shall become the property of, and shall be surrendered to, CITY at or before such termination. C. Extent of Agreement This agreement may be amended only by written instrument signed by both parties hereto. D. Data of Record CITY shall make available to CONTRACTOR all technical data of record in CITY's possession required by CONTRACTOR relating to this PROJECT. 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 CONTRACTOR 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 this 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. CITY's Responsibility for Special Costs and Rights-of-Way CITY shall pay for all costs for obtaining licenses and permits that may be required by local, State, and Federal authorities; and shall be responsible for securing necessary land, easements, and rights-of-way, where applicable. G. CONTRACTOR's Errors and Omissions Insurance In performance of professional services, CONTRACTOR will use that degree of care and skill ordinarily exercised under similar circumstances by members of the profession; and no other warranty, either expressed or implied, is made in connection with rendering CONTRACTOR's services. Should CONTRACTOR or any of CONTRACTOR's agents or employees be found to have been negligent in the performance of professional services from which CITY sustains PROFESSIONAL SERVICES AGREEMENT - PAGE20F2 ---PAGE BREAK--- damage, CONTRACTOR 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 the PROJECT. CITY shall receive notice of any pending termination of said insurance within five days of first notice to CONTRACTOR. H. CONTRACTOR's Additional Insurance CONTRACTOR shall maintain automobile insurance and statutory workers' 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 CONTRACTOR shall cause CITY to be named as an additional insured under said policy. I. Indemnification CONTRACTOR agrees, to the fullest extent permitted by law, to indemnify and hold harmless CITY against damages, liability and costs arising from the negligent acts of CONTRACTOR in the performance of professional services under this Agreement, to the extent that CONTRACTOR is responsible for such damages, liabilities and costs on a comparative basis of fault and responsibility between CONTRACTOR and CITY. CONTRACTOR shall not be obligated to indemnify CITY for CITY's own negligence. J. 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. K. Jurisdiction and Venue It is agreed that this Agreement shall be construed 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. L. Binding of Successors CITY and CONTRACTOR 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. M. Modification 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. CONTRACTOR may not subcontract or assign their rights (including the right to compensation) or duties arising hereunder without the prior written consent and express authorization of CITY. Any such PROFESSIONAL SERVICES AGREEMENT- PAGE3 OF3 ---PAGE BREAK--- subcontractor or assignee shall be bound by all of the terms and conditions of this Agreement as if named specifically herein. N. 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 manner so as to avoid unreasonable delays. 0. Conflict of Interest CONTRACTOR covenants that it presently has no interest and will not acquire any interest, direct or indirect, in the PROJECT which would conflict in any manner or degree with the performance of services hereunder. CONTRACTOR further covenants that, in performing this Agreement, it will employ no person who has any such interest. P. Non-Discrimination CONTRACTOR shall not discriminate against any employee or applicant for employment oil 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. CONTRACTOR Century Geophysical LLC. Brian Peterson US Operations Manager CITY City of Moscow, Idaho Kevin Lilly, City Engineer Deputy Director - Engineering DATED this ZS-- day of -4(1 2017. PROFESSIONAL SERVICES AGREEMENT - PAGE4 OF4 ---PAGE BREAK--- ACKNOWLEDGMENT STATE OF (J/(/q,AoWlt ) ) ss: ) County of _ _ On this 3v day of , 2017, before me, a Notary Public in and for said State, appeared Brian R. PetersonË n to me to be the person named above and acknowledged that he executed the foregoing as the duly authorized re · tative of Century Geophysical Corp. Notary Public for th State of ()K!@lwNL PROFESSIONAL SERVICES AGREEMENT· Residing at .tYIUL'd'f.cP-- My commission expires /.l·'l-17 PAGE50F5 ---PAGE BREAK--- ATTACHMENT Practical 909x Gvro Log Collection Procedure. Description: The Century 909x series of gyroscopically informed logging tools provides a deviation in magnetically impeded environments such as metal drill pipe, metal well casing, passages through or near ferrous/conductive public works or ferrous/conductive ore bodies. It accomplishes this by mechanically measuring the tool's variance from a surveyed bearing. Site Requirements The best possible survey quality is achieved when 150 feet or more of unimpeded space is available in at least one direction visible from the wellhead. In the case of other than vertical drilling, the ideal bearing for this direction is in the direction of investigation, IE if the rig is addressing an intentional southern bearing for the progression of a south-trending bore hole, the ideal survey point is south of the rig in keeping with that bearing. _The ideal wellhead for survey allows for either the setup of a platform, provided by Century, for stabilization of the 909x instrument above the wellhead (for wellheads emerging directly from the ground), or sufficient closure at the top of hole for said platform to rest on the drill floor or drilling kelly bushing. Generally, with a positioned rig, the closed kelly bushing, rotary table or top of pipe offer sufficient stability. The platform is approximately 8x8x1," meaning that for larger pipe diameters, a subassembly may be required. Successful survey is possible in non-ideal conditions, but may require additional survey equipment, personnel, or labor at the site at time of survey to effect a practical survey procedure for conditions. A clear eyeline from wellhead to 150' allows survey by a single engineer with hand-held equipment provided by Century. Survey Time Summary Survey time is approximately 20 minutes rig up, assembly, and surface survey, followed by a run time of approximately 60 feet per minute (10 minutes per 600 foot) for the in-running survey, followed by a similar timeframe for the out-running survey, and approximately 20 minutes rig down. Survey processing is a task requiring approximately 10 minutes after logging completion. Occasionally, complex log composites, ie the merger of multiple tools' logs into one data set, may require additional processing. PROFESSIONAL SERVICES AGREEMENT- PAGE60F6 ---PAGE BREAK--- Survey Procedure. When logging from certain wellbores, such as those being re-entered via a capped wellhead, logging can be conducted entirely from the Century truck's onboard boom. In other situations, a cable roller assembly will have to be positioned above the wellbore. The simplest means of doing this is generally to hang a sheave wheel from the rig derrick with the assistance of the rig crew, and chain it back to help centralize the wire path within the wellbore. Once either method has been employed to provide a wire path, the 9098x can be assembled and powered on. The 909x is first assembled, typically in provided vice and fixture on the Century logging truck. This consists of properly orienting, seating, and sealing the gyro unit into the 908x downhole tool. Following assembly, the tool is attached to the cablehead, tape is applied above the thread assembly to prevent decoupling. The tool can now be powered on. The logger should connect their computer to the logging system via ethernet cable, power on the system, power on the gyro power supply, and power on the tool, in that order. In the log software, a tool voltage of approximately 30-32 volts should be displayed. If this is not the case, gradually tune the power provided until it is in this range. At this point, the tool must be supplied with power for approximately 15 minutes. Uncage the tool and wait. This is an opportune time to establish your backsight bearing, as described below. The time required can vary with the orientation of the tool and the temperature. Sufficient time has elapsed when the tool power displayed in the log software is stable and between 32 and 36 volts. If the tool stabilizes beneath 32 volts after 20 minutes, increase the power supply output until it is in the needed window. The.tool should never be rocked or angled during this period. This can damage the gyro. The gyro should also never be moved with the gyro caged (red caged indicator is lit in log software). Acquiring a sighting: The gyro requires a user-determined bearing as a basis for the gyro survey. The ideal way to attain this bearing is to set up a pair of survey stakes in line with the tool as positioned above the wellbore. Then, a survey device (either a telescope or a laser) is attached to the tool and used to align it with the first stake by gently turning it. PROFESSIONAL SERVICES AGREEMENT- PAGE70F7 ---PAGE BREAK--- Once the tool is aligned with the stake, the logger should walk out past the staking and take a backsite from the tool to the logger. This can be accomplished by orienting from the logger, through the stakes, to the tool, reading the south needle of the provided Brunton geological compass, or by mathematically reversing the north bearing of a nonspecialized compass. Once the bearing is acquired and the tool is running in its ideal power window, the logger should cage the gyro, input the bearing, verify the log header info, verify that the tool is logging down, uncage the gyro, and start logging in the log software. Then the logger takes a drift reading at the surface. This is done by taking a pair of manual drift stations in the logging software, one of approximately 60 seconds and one of approximately 90 seconds. Once the drift stations are complete, the surveying gear is removed from the survey plate and the uncaged gyro allowed to hang free in the borehole. The logger can now log in at 60' per minute. A drift reading is recommended halfway through the in-running survey and again at the bottom. Once the in-running survey is complete, the logger should start a new survey without powering the system down, making sure to toggle the system into uphole logging. A drift reading is recommended at the beginning of the outrun. The outrun can be conducted at up to 60' per minute. Once the tool is back at the zero point, it is placed back in the survey plate, and re-aligned with the survey stake or reference point used when acquiring the initial bearing and a final drift reading is taken. At this point, the survey can be concluded, and the logger should cage the gyro, power down the tool, allowing 15 minutes for the gyro to spin down before moving the tool from vertical. Power-down is an expedient window to process, print and present the gyro log. After power-down, the tool is rigged down and dis-assembled by reversing the mechanical procedure used to rig it. After rig down and disassembly, the logger should do a full walk-around of the survey site to make sure all logging equipment, disposables, and hand tools have been packed and house kept. PROFESSIONAL SERVICES AGREEMENT - PAGE80F8