EXHIBIT 10.4
Description of Engineers Services
April 23, 2009
Primus Builders Inc. (PBI) will provide the following Scope of
Services,
based on Bion PA 1 LLC (LLC) (a wholly-owned subsidiary of Bion
Environmental
Technologies, Inc (Bion)) request for Preliminary Engineering
Services for
its Biological Nutrient Removal Waste Treatment Facility at the
Kreider Farm
in Lancaster, PA.
General Description of Project
LLC, through its designated agent, Bion Services Group, Inc. (BSG)
is working
with Kreider Farms (KF) on the planning, design, construction and
operation
of a biological nutrient removal waste treatment facility at the KF
dairy.
The project will be designed to process waste water under three
separate
waste flow and loading scenarios as follows:
Phase 1-Approximately 1,200 milk cows
Phase 2-Current herd including 1,200 milk cows plus support
stock
Phase 3-Current herd plus an additional 400 milk cows
The facility will be operated under Phase l loadings for
performance
monitoring and verification.
Scope Provided
Primus Builders Inc, working in collaboration with BSG and its
staff and
Primus Design Services, LLC, shall to prepare and issue a Request
for
Proposal Document for certain Pre-Design Tasks, and Preliminary
Design work
that culminates with the preparation of a Design Basis Report, each
as
described in Bion's - Kreider Farms Project Implementation Task
Outline,
dated March 13, 2009.
Specific tasks Included:
1. Predesign
2. Preliminary Design
3. Permitting (cost of actual permits are not included)
Preparation of The Request for Proposal (RFP)
Qualified engineering firms will be asked to provide professional
fee and
rate structures to complete the work as described in the Request
for Proposal
(RFP) Document. In support of issuance of the RFP, Primus will
prepare:
1. Schematic level site and building layouts
2. Schematic level process flow diagrams (PFDs)
3. Preliminary equipment list
4. Preliminary Project Schedule
5. Scope narrative with a detailed listing of the required
deliverables.
Post RFP Services
Upon bid receipt, Primus will provide LLC with the following post
RFP
services, the cost of which is included in this proposal:
1. Interview, review and analysis of received proposals including a
written
bid summary and recommendations for final
selection.
2. The costs of the engineering firm selected are not included in
this order.
A change order in the amount equal to those total
costs incurred by the
selected engineering firm (retained by Primus) will be
issued by BSG on
behalf of LLC to Primus as necessary for Primus to
complete the scope of
this assignment.
3. Supervision and management of the selected engineering firm.
4. Coordination and integration of other engineers and consultants
working at
the direction of BSG.
5. Administration of the Pre-design, Preliminary Design and Design
Basis
Report to achieve compliance with those reporting
requirements of the
Pennsylvania Infrastructure Investment Authority
(PENNVEST).
Schedule
1. The RFP will be issued on or about April 30. Contractor
selection will be
on or about May 11.
2. Submit for PA DEP Water Quality Management Permit. Necessary for
permit,
but not limited shall be PFD's, tank modification
details (by Red Barn)
site plan, and overall project and process
descriptions - June 1st, 2009.
3. Completion and presentation of Design Basis Report (DBR) - June
1, 2009.
Compensation
We have the desired team assembled and are prepared to start
work
immediately.
We are pleased to offer the following lump sum fee of $40,000.00
(forty-
thousand dollars) for each step of the assignment as outlined
above, plus
reimbursable expenses billed at cost (such as travel, plotting,
drawing
reproduction, mailing charges, etc.).
Your authorized signature in the space provided below will allow us
to
proceed with the project as outlined in this proposal.
Accepted by:
Bion PA 1, LLC
By: /s/ Jeremy
Rowland
Title: Chief Operating Officer
Date: May 6, 2009
This document has important legal consequences: consultation
with an
attorney is encouraged with respect to its use or
modification. This
document should he adapted to the particular Circumstances Of
the
Contemplated Project and the Controlling Law.
SHORT FORM OF AGREEMENT
BETWEEN OWNER AND ENGINEER
FOR
PROFESSIONAL SERVICES
Prepared
by
ENGINEERS JOINT CONTRACT DOCUMENTS COMMITTEE
and
Issued and Published Jointly by
ACEC P/E
National Society
of
ASCE American Society
Professional
Engineers
of Civil Engineers
PROFESSIONAL ENGINEERS IN PRIVATE PRACTICE
a practice division of the
NATIONAL SOCIETY OF PROFESSIONAL ENGINEERS
______________
AMERICAN COUNCIL OF ENGINEERING COMPANIES
______________
AMERICAN SOCIETY OF CIVIL ENGINEERS
This Agreement has been prepared for use with the Standard General
Conditions
of the Construction Contract (No. C-700.2002 Edition) of the
Engineers Joint
Contract Documents Committee. Their provisions are
interrelated, and a
change in one may necessitate a change in the other.
SHORT FORM OF AGREEMENT
BETWEEN OWNER AND ENGINEER
FOR
PROFESSIONAL SERVICES
THIS IS AN AGREEMENT effective as of May 6, 2009 ("Effective Date")
between
Bion PA I, LLC (through its operating agent Bion Services Group,
LLC)
("Owner") and Primus Builders, Inc. ("Engineer"). Engineer
agrees to provide
the services described below to Owner for the Kreider Farms
installation
("Project"). Description of Engineer's Services: Scope
as detailed in PBI's
April 29 scope of work and the Bion Environmental Technologies,
Inc.'s March
13, 2009 Kreider Farms Implementation Task Outline memo.
Owner and Engineer further agree as follows:
1.01 Basic Agreement
A. Engineer shall provide, or cause
to be provided, the services set
forth in this Agreement, and Owner shall pay Engineer for such
Services as
set forth in Paragraph 9.01.
2.01 Payment
A. Preparation of Invoices.
Engineer will prepare a monthly invoice in
accordance with Engineer's standard invoicing practices and submit
the
invoice to Owner.
B. Payment of Invoices.
Invoices are due and payable within 30 days of
receipt. If Owner fails to make any payment due
Engine
