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OF MOSCOW, AND CALDWELL ENGINEERING, THIS AGREEMENT FOR PROFESSIONAL ENGINEER SERVICES IS MADE AND ENTERED INTO THIS DAY OF JIANE" , 2006, BY AND BETWEEN THE CITY OF MOSCOW, IDAHO, A MUNICIPAL CORPORATION OF THE STATE OF IDAHO (HEREINAFTER "OWNER"), AND BROWN AND CALDWELL , ( a California corporation), business address, city, state, zip , (HEREINAFTER "ENGINEERS"). WI TN E SS ETH: WHEREAS, OWNER wishes to analyze its existing biosolids treatment, handling and disposal in order to determine how to optimize its practices and in order to consider alternatives (described hereinbelow at Section I and hereinafter referred to as "the PROJECT"); and WHEREAS, ENGINEERS agree to complete Scope of Work generally described herein and to prepare a final report summarizing the evaluation and comparison of the costs and suitability of the current biosolids treatment and disposal system and its comparison to alternate biosolids treatment and disposal systems; 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 generally described by task and title in Scope of Work: SECTION 1: SCOP E OF WO RK Task 1. Evaluation of existing biosolids treatment, handling and disposal; Task 2. Plant optimization evaluation; Task 3. Evaluation of potential stabilization process alternatives, and; Task 4. Evaluation of potential disposal/utilization method alternatives (Task 3 and Task 4 to be performed concurrently) Task 5. Detailed analysis of preferred alternatives; Task 6. Address potential impacts to BNR system; Task 7. Develop and present DRAFT report for City comment Task 8. Develop and present FINAL report. More complete task descriptions 1 through 8 are provided in EXHIBIT attached hereto and adopted herein. AGREEMENT FOR PROFESSIONAL SERV!CES- BiOSOUDS TREATMENT & D:SPOSAL ALTERNATIVES Page i of 7 ---PAGE BREAK--- shall provide 1. Access to the Waste Water Treatment 2. Existing biosolids production data; 3. Existing laboratory data; 4. Quarterly biosolids testing results; (WWTP) site; 5. Additional water quality sampling and testing as needed, within the constraints of the existing workload. 6. Information from Plant Staff that may aid in determining the suitability of a particular technology. SECTION II: A. Independent Contractor The contracting parties warrant by their signature that no employer/employee relationship is established between ENGINEERS and OWNER 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 OWNER for purposes of tax, retirement system, or social security (FICA) withholding. B. Fees and Conditions for Engineering Services 1. Payment for services is provided in accordance with the cost described in the following Section II 8 2. 2. Maximum Costs The cost for Engineering Services for the PROJECT as described in Section I, Scope of Work, Tasks I through 8, is a not-to-exceed fee of twenty-five thousand dollars ($25,000), with payment based on hourly rates provided below which shall include all Fixed Fees (Profit), overhead, and direct costs: • Dean Smith- $129.25 • Steve Burgos - $120.77 • Steve Wilson - $208.93 • Henryk Melcer - $196.93 • Philip Wolstenholme - $183.10 • Steve Krugel - $221 .86 • Administrative, accounting, CAD and/or junior engineering staff at a reasonable rate, where necessary AGREEMENT FOR PROFESSIONAL SERVICES· BIOSOUDS TREATMENT & DISPOSAL ALTERNATIVES Page 2 of 7 ---PAGE BREAK--- payment Payment is due upon receipt of THE ENGINEER'S statement(s), 3, OWNER and ENGINEERS may mutually agree to re-allocate task funding providing the "not to exceed price" described in Section II B 2 is unchanged, SECTION I ll: A, Termination of Agreement This AGREEMENT may be terminated by ENGINEERS upon thirty (30) days written notice, should OWNER fail to substantially perform in accordance with its terms through no fault of ENGINEERS, OWNER may terminate this AGREEMENT upon thirty (30) days written notice without cause and without further liability to ENGINEERS except as designated by this Section, In the event of termination, ENGINEERS shall be paid for services performed to termination date, including reasonable termination related expenses as mutually agreed, Upon payment, all working drawings shall become the property of, and shall be surrendered to, OWNER 8, Extent of Agreement This AGREEMENT may be amended only by written instrument signed by both parties hereto, C, Data of Record OWNER shall make available to ENGINEERS all technical data of record in OWNER'S possession, including maps, surveys, water quality data and other information described in Section I, Scope of Work, to ENGINEERS supporting this work, ENGINEERS shall reasonably rely on the accuracy of such technical data provided by OWNER, 0, Qualified Estimates of Cost The estimates of cost for the PROJECT herein are to be prepared by thorough exercise of ENGINEERS' experience and judgment (in accordance with applicable standard of care) in applying presently available cost data; but it is recognized that cost estimates, financial analyses and feasibility projections are subject to many influences including without limitation price of labor and materials, unknown or latent conditions or existing equipment or structures, and time or quality of performance by third parties, OWNER acknowledges that such influences may not be precisely forecasted and are beyond the control of ENGINEERS and that actual AGREEMENT FOR PROFESSIONAL SERViCES- BIOSOLIOS TREAT!v\ENT & O!SPOSAL AlTERNATIVES Page 3 of 7 ---PAGE BREAK--- costs substantially estimates by ENGINEERS. in this paragraph shall serve to release or relieve ENGINEERS from exercising the skill, care, and professional judgment by competent professional engineers in effect at the time ENGINEERS' services are performed . E. Termination of THE PROJECT If any portion of the PROJECT covered by this AGREEMENT shall be suspended, abated, abandoned or terminated pursuant to this Agreement, OWNER 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 ENGINEER'S Errors and Omissions Insurance In performance of professional services, ENGINEERS shall 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 OWNER sustains damage, ENGINEERS have obtained Errors and Omissions Insurance in the amount of five hundred thousand dollars ($500,000), and said insurance shall be held active for a two (2 )year (minimum) period from the date of completion of the PROJECT. OWNER shall receive thirty (30) days' notice of any pending termination of said insurance. G. The ENGINEER'S Additional Insurance ENGINEERS shall maintain Automobile Insurance and Statutory Workmen's Compensation Insurance coverage, Employer's Liability, and Commercial General Liability Insurance coverage. The Commercial General Liability Insurance shall have a minimum limit of five hundred thousand dollars ($500,000) per occurrence and one million dollars ,000,000) aggregate, and ENGINEERS shall cause OWNER 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 OWNER 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 AGREEMENT FOR PROFESSiONAl SERVICES- 8iOSOUDS TREATMENT & DISPOSAL ALTERNATIVES Page 4 of 7 ---PAGE BREAK--- ENGINEERS shall not be OWNER for negligence. OWNER agrees, to the fullest extent permitted by law, to indemnify and hold harmless ENGINEERS against damages, liabilities and costs arising from the negligent acts of OWNER in the performance of professional services under this AGREEMENT, to the extent that OWNER is responsible lor such damages, liabilities and costs on a comparative basis of fault and responsibility between ENGINEERS and OWNER L 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 lees 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 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 lor the County of Latah. K. Binding of Successors OWNER and ENGINEERS 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 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 OWNER Any such subcontractor or assignee shall be bound by all of the terms and conditions of this AGREEMENT as if named specifically herein. M. OWNER'S Representatives OWNER shall designate a representative authorized to act in behalf of OWNER The authorized representative shall examine the documents of the work AGREEMENT FoR PROFESSiONAL SERViCES- 810SOUDS TREATMENT & DiSPOSAL AL TERNAT!VES Page 5 of 7 ---PAGE BREAK--- Conflict of interest ENGINEERS covenant that they presently have 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. ENGINEERS further covenant 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 ENGINEERS pursuant to this AGREEMENT shall, upon payment to ENGINEER, be the property of OWNER, 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 OWNER. 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, or national origin. IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed as of the date indicated above. ENGINEERS OWNER Brown City of Moscow, Idaho AGREEMENT FOR PROFESSiONAl SERVICES- 8iOSOUDS TREATMENT & DiSPOSAL Al TERNATlVES ---PAGE BREAK--- STATE OF IDAHO COUNTY OF ) ) ss. ACKNOWLEDGEMENT On this 0. 2 day of , 2006, before me, a Notary Public in and for said State, appeared Stnomndl a nrP•Iim alternative. Site needs will be considered as appropriate. Task 6: Address Potential impacts to BNR System The alternatives included in the detailed analysis (Task 5) will also be scrutinized for potential impacts to the existing BNR limits. We understand that some processes may have adverse impacts on the WWTP's ability to treat to the Total Maximum Daily Loadings (TMDL) limits for nitrogen, phosphorous and temperature. On the other hand, some processes or process changes may benefit the plant regarding TMDL limits. Therefore, potential impacts to the existing plant operations are a critical part of the analysis and are likely to play a major role in determining the biosolids program recommendations to the City. Task 7: Develop and Present DRAFT Report for City Comment Based on the results from the previous tasks, BC will develop a DRAFT Report and then conduct a workshop to present the findings of the preferred alternatives. BC will compile comments from both this meeting and comments from a City review. These comments will then be addressed in the final report recommendations to the City regarding the future biosolids program. The completion of the DRAFT Report for the three preferred alternatives will be completed by within 120 calendar days of notice to proceed. Task 8: Develop and Present FINAL Report A FINAL Report presenting the findings with recommendations for the City and incorporating one round of City comments will be completed within fourteen (14) calendar days after receiving City comments. EXHIBIT A PAGE 4 OF 4