APPENDIX Q

Terms of Reference for Consulting Services

Thirsty Water Co-op Ltd.

c/o Box 512

Etzikom, Alberta

T0K 0W0

January 8, 2003

So & So Engineering Ltd.

Address

Lethbridge, Alberta

T1J 0V1

Dear Sir/Madam:

Re: Request for Proposal - Thirsty Water Co-op Ltd Pipeline Project

By way of this letter, your firm is invited to submit a proposal and cost estimate for engineering services related to the design, tender and construction of the above-referenced project. The attached Terms of Reference describe in more detail the services that are required. A recent letter from the PFRA is also attached which includes a brief description of the project and a conceptual plan and cost estimate for the proposed pipeline system.

In summary, your proposal should specifically include the following:

-a description of the work you intend to carry out and an estimate of the time required;

-a listing of similar projects completed by your firm;

-a listing of who in your firm would carry out the work, along with a summary of their relevant experience; and

-a summary and listing of forseeable costs.

The criteria for rating proposals will be divided as follows:

1.Degree to which the proposal meets the Terms of Reference; 25 %

2.Qualifications of firm, 25%

3.Relevant experience of individuals identified to carry out the work; 25 %

4.Cost 25 %

-2-

All submitted proposals will be reviewed and the successful proposal, if any, will be selected within one month of the receipt of the proposals. All firms will be notified in writing as to the status of their proposal. Please send three copies of your proposal to the attention of:

Joe Blank, President

Thirsty Water Co-op Ltd.

c/o Box 512

Etzikom, Alberta

T0K 0W0

Your proposal must be submitted before p.m. on February 4, 2003.

If you have any questions, please contact me at (403) 835-2219.

Yours truly,

Joe Blank, President

Thirsty Water Co-op Ltd.

Attachments:

1)Terms of Reference

2)Letter from AAFC - PFRA to Thirsty Water Co-op Ltd. dated November 7, 2002

TERMS OF REFERENCE

THIRSTY WATER PIPELINE CO-OP LTD.

Scope:The Consultant shall provide engineering services and technical assistance for the preliminary design, detailed design, tendering, construction and post-construction follow-up of a rural water pipeline system.

I. Preliminary Design Services

  1. Confirmation of Co-op membership list, pipe sizing, route alignment and preparation of an updated cost estimate.

Il. Detailed Design Services

1.Obtain all necessary regulatory approvals on behalf of the Thirsty Water Pipeline Co-op Ltd which, specifically, may include a “Licence to Divert Water” from Alberta Environment and Federal approval that the project meets all environmental requirements under the Canadian Environmental Assessment Act;

2. Obtain all topographic information and soils data necessary for detailed design of the pipeline system;

3. Locate required road, rail, stream, and utility (gas, electric, telephone) crossings;

4. Finalize the pipeline route; advise the Co-op on easement registration procedures and provide information required for preparation of easement documents;

5.Obtain any authorizations necessary for construction from Alberta Environment, Alberta Public Lands, Alberta Transportation and Utilities, Alberta Cultural Facilities and Historical Resources Division, CPR, CNR, Provincial and Federal Fisheries, Canadian Coast Guard, municipalities, affected gas pipelines and other utilities;

  1. Obtain any necessary approvals for Conservation and Reclamation Activities under the Alberta Environmental Protection and Enhancement Act and Codes of Practice (June, 2000);
  1. Finalize hydraulics, line sizing, pump sizing, and other required technical calculations. Provide necessary sets of specifications, working drawings and updated cost of work estimates and review with the Co-op prior to proceeding with tender;

8.Prepare tender drawings and contract documents, provide necessary services during tender call and arrange for the tender opening at a time and date designated by the Co-op;

9.Review tenders, make recommendations, and discuss with the Co-op regarding award of construction contract(s).

-2-

IIl. Construction Services

1.Stake out the pipeline route and locate related works prior to construction. (Note that this is a construction stake-out, not a legal survey for Land Titles);

2.Provide on-site quality control inspection during construction to ensure contractor’s adherence to the contract documents and satisfactory completion of the project within budget;

  1. Undertake field measurements, review progress claims submitted by the Contractor, prepare and certify Progress Payment Certificates;
  1. Provide complete project management services, including but not limited to: mediation of disputes, ensuring that the project schedule is adhered to, and representation of the Co-op in negotiations;
  1. Ensure that the system is properly tested and commissioned;
  1. Prepare and process Final Payment Certificate and provide advisory services in regard to release of holdback and Builders Lien Act.

IV. Post-Construction Services

1.Alter plans to as-built status and distribute as required;

  1. Ensure that the Co-op is provided with two complete operation and maintenance manuals which contain: recommended start-up and shut-down procedures; normal operation and maintenance procedures and schedules; drawings and data specific to the equipment supplied to enable operating staff to carry out all maintenance, disassembly, and overhaul of equipment.

V. Reporting

The Consultant shall maintain close contact with the Co-op during the performance of this service and shall provide written progress reports and minutes of meetings.

VI. Environmental Responsibility

Notwithstanding any environmental requirements by the Province of Alberta, projects receiving funding from the Government of Canada are subject to review under the Canadian Environmental Assessment Act (CEAA). This review would be conducted by the Government of Canada or its’ assigned agent. Any conditions specified in the Environmental Screening Report must be followed as a condition of funding.

-3-

VII. Proposal Submission

The Consultant will submit a detailed proposal for the work described in these Terms of Reference. The submission will include, but is not limited to, the following information.

  1. Methodology

The Consultant shall provide an outline of the proposed methodology to produce the work as described in the Terms of Reference. A proposed schedule of activities must be included as a part of the proposal, estimating the time required and key personnel involved for completion of various phases of the project through to implementation.

  1. Qualifications of Firm

Identify experience in working with Co-ops on similar projects. Include a list of recent projects, including size and type, accompanied by names and phone numbers of references. Any additional information regarding the firm’s ability to complete the work should be included.

  1. Relevant Experience

The Consultant shall assign a Professional Engineer to be the Project Engineer. Further, in the Consultant's proposal, the Consultant shall provide to the Co-op a detailed list of all personnel who will be working on the project along with a description of their education and relevant experience. Names, resumes and specific areas of responsibility of key personnel should be included. Identify any sub-consultants proposed for the project and provide a resume of qualifications and experience.

  1. Cost

Provide an estimate of the total fee to undertake these services. Indicate method of calculating fees for various project phases, provide a schedule of hourly or daily charge-out rates, if applicable, and provide the basis of reimbursement for all expenses and disbursements.

VIII. Changes to the Scope of the Work

Should the Consultant be required to do additional work over and above that contemplated in the Scope of the Work, the situation shall be called to the attention of the Co-op prior to starting the additional work. The Consultant shall provide an estimate of the additional cost of carrying out the work and the effect of such change on the timetable, if any. Additional fees incurred by the Consultant without prior authorization, in writing, by the Co-op may not be considered for payment.

-4-

IX. Payment

Fees and expenses will be payable upon completion of the work and within thirty (30) days after presentation of an invoice from the Consultant. Interim payments will be made at intervals of not less than one month on the basis of invoices received from the Consultant.

X. Termination Option

The Co-op reserves the right to terminate the services of the Consultant at any time by providing written notification. In this event, the Consultant shall be paid for work performed to that time in accordance with the previously agreed upon charge-out rates in the case of time basis costs and disbursements, and, in the case of a lump sum fee, the Consultant shall be paid a proportionate amount based on the work done to the date of termination compared to the total of the work contemplated.

XI. Ownership

All drawings, plans, models, designs, specifications, photographs, survey data, and other data which are used in the execution of the work shall be the property of the Co-op.

======

Consultant’s full business name and address:

______

The Consultant hereby agrees to abide by these Terms of Reference:

signed:______

name and title (print):______

date: ______

Corporate seal: