Submitter shall provide the following services: A. SCOPE OF SERVICES: Professional Engineering Services - Construction Services

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1 The City of Blue Springs, Missouri, Engineering Department, invites you to submit a proposal and statement of qualifications regarding Professional Engineering and Construction Services for the 2014 Sni-A-Bar Sludge Removal Project. The City of Blue Springs owns and operates two sludge storage/digestion lagoons with a total combined surface area of approximately 16-acres and design operating side water depth of approximately 7 feet. Submitter shall provide the following services: A. SCOPE OF SERVICES: Professional Engineering Services - Development of a sampling plan in conjunction with City staff. Delineation and coordination of sludge sample testing requirements in accordance with 40 CFR Part 503 Standards for the Use or Disposal of Sewage Sludge. Testing to be paid for by the City. Review of sludge sample testing results and disposal options, including economic analysis of disposal alternatives. Preparation and review of required permit applications with the City. Design phase services for the Project that include preparation of Bidding Documents sealed by a Registered Professional Engineer licensed in the State of Missouri to allow the City to publicly advertise the Project, obtain competitive bids, and submit to the Missouri Department of Natural Resources for review and approval. Bid phase services for the Project that include public advertisement of the Project, addressing bid phase inquiries, conducting a Pre-Bid conference, review of City received bids, recommendation of award to lowest responsible and responsive bidder, and preparation of executed Contract Documents. Construction Services Construction phase services for the Project that include review of shop drawings and biosolids land application reports, periodic Resident Project Representative services, review and recommendation of pay requests, conducting kickoff and reoccurring construction progress meetings, and project closeout items Sludge Removal page 1 of 3

2 B. PAYMENT: Statements for services rendered shall be submitted on a monthly basis, payable within 60 days of each billing. C. INSURANCE: The City of Blue Springs requires that professional liability insurance coverage be maintained and in force for each fiscal year. An insurance certificate or copy of the policy shall be provided at the time the proposal is submitted and at the beginning of each fiscal year. D. HOLD HARMLESS AGREEMENT: The City of Blue Springs, its Council, Mayor, Officers, Employees and Agents shall be held free and harmless against any and all losses, penalties, damages, settlements, costs, charges or other expenses and liabilities resulting from the errors, omissions, or negligent acts by the employees, agents or representatives of the firm selected to provide these services. E. EVALUATION OF PROPOSALS: Company Personnel Listing, which includes the project manager s name and telephone number along with the responsibilities, training and background experience of all project personnel. Similar Projects Listing, which identifies the client and a general description of the services rendered on similar projects. Professional Services, which describe competence and experience relative to the work to be performed. Selection shall be based on qualifications. Proposals will be evaluated by a Selection Committee comprised of, but not limited to: Director of Public Works, Assistant Director of Public Works, City Engineer, and Engineer Designer. If necessary, formal interviews will be conducted with selected firms Sludge Removal page 2 of 3

3 F. TERMS AND CONDITIONS: The City of Blue Springs reserves the right to award the contract by sections, to reject any or all proposals, or to waive any informalities or irregularities in the submitted proposals. The Request for Proposal does not commit the City of Blue Springs, Missouri, to award a contract, to pay any costs incurred in the preparation of a proposal to this request, or to procure or contract for services or supplies. Four (4) copies of the proposals for consideration shall be submitted to the Director of Public Works, City of Blue Springs, 903 Main Street, Blue Springs, Missouri, 64015, duplex north of City Hall, by 10:00 AM on Tuesday, March 11, Sludge Removal page 3 of 3

4 Rev. 11/19/13 CITY OF BLUE SPRINGS CITY Name: CONSULTANT Attention: 903 MAIN ST BLUE SPRINGS, MO Address: Attention: Department: Phone: Fax: Phone: Fax: Tax ID Number: CONSULTANT AGREEMENT THIS AGREEMENT, made and entered into by the parties identified above. WITNESSETH: THIS AGREEMENT made this day of, 2014 by and between the City of Blue Springs, Missouri City ) and ( Consultant ). WHEREAS, the City desires to engage the Consultant to render engineering and construction services for sludge removal such as described in the Scope of Work in Exhibit A as requested by the City and the Consultant is willing to provide such services, all upon the terms set forth below; and WHEREAS, the Consultant desires to provide said services and agrees to do so for the compensation and upon the terms and conditions as hereinafter set forth. 1. Task Order Agreements: A Task Order Agreement shall mean a document provided by the City to the Consultant with a general outline of the services requested at any given point in time during the length of this Agreement. 2. Additional Services: The Consultant shall provide additional services, not specifically called for in the Task Order Agreement, only upon written authorization of the City. 3. Project Manager: The Project Manager and primary contact will be. Any change to this designation shall be agreed upon in writing by the City prior to the submission by Consultant of any invoice initiated by a different project manager. The City shall designate in writing a person and/or a department or agency to act as the City s representative with respect to the services to be performed or furnished by the Consultant under this Agreement. 4. Time and Performance: The Consultant s services shall commence with the City s execution of this Agreement and shall terminate no later than (put in date). Upon execution of any service outlined above, the Consultant shall agree upon a schedule of completion at the outset of each planning service, and all work as set forth therein shall be completed within the time specified. The Consultant will exercise reasonable skill, care and diligence in the performance of its services, and will carry out its responsibilities in accordance with the customarily accepted engineering and surveying practices in Consultant s community. The City shall be responsible for the timely delivery of data and support information requested by the Consultant in a manner that will allow the Consultant to perform its services within the timeframe agreed upon. A listing of the requested data and support information shall be provided to City. City shall be provided a reasonable time in which to prepare the requested data and support information. Certain services may be performed by consultants to the Consultant, but the Consultant will remain responsible for the full performance of such services. 5. Compensation: The Consultant shall perform the services described above upon the request of the City and within the Scope of Services determined prior to commencement of work requested. This amount includes reasonable and necessary expenses, but

5 in no event will the Consultant bill the City an amount in excess of the agreed upon amount without first renegotiating this Agreement. The rates to be charged for the services to be rendered are set forth in Exhibit B attached hereto and incorporated herein. Consultant will bill on a monthly basis based upon work completed. The City will retain the final 10% of the fee amount, for each professional service, until the final work for that professional service is submitted to the City for full acceptance, at which time full payment for that professional service shall be made within 30 days. Services by the Consultant shall be performed based on an hourly or lump sum basis as mutually agreed by both parties. Hourly rates shall be subject to annual review on January 1 of each year and subject to approval by both parties and amendment upon written approval by both parties. The monthly invoice will provide a description of the work for which the payment is being requested, including a detailed break-down of tasks and meetings as completed. Supporting documentation for all expenses shall be included with the invoice. 6. Payment: The City shall pay the amount due within 30 days after receipt of Consultant s invoice. If the invoice is not paid within 30 days, the Consultant may apply a service charge of 1.5 percent per month to the outstanding invoice total, or may suspend services upon written notice to the City. The City shall reimburse any costs incurred by the Consultant in collecting delinquent amounts, including reasonable attorney s fees. If a portion of the Consultant s statement is disputed, the City shall pay only the undisputed portion by the due date. The City shall advise the Consultant in writing of the basis for any undisputed portions of the statement. No interest shall accrue on disputed amounts. 7. Time and Expense Records: The Consultant shall keep and maintain time and expense records relating to the scope of services described herein, together with supporting receipts, vouchers, and appropriate documentation. As necessary, these records and other appropriate documentation may be required to support invoices submitted to the City. The City shall have the right to examine such records, as it deems necessary upon reasonable notice to the Consultant. 8. Authorization of Changes: Any changes or additional tasks required for the performance of this Agreement and any compensation due for the provision of additional services may only be authorized by the City in writing, and the Consultant shall first request such changes in writing. The Consultant shall be compensated for any additional tasks so approved and authorized in writing, based upon a fee determined by the Consultant and City for such additional professional services. 9. Delays Beyond the Control of the Consultant: It is agreed that events that are beyond the control of the Consultant or the City may occur which may delay the provision of services in the Task Order Agreement. In the event of a delay beyond the Consultant s control, the City may allow the extension of the relevant timeframe(s) of the Task Order Agreement upon the Consultant s notification to the City of such delay and the reasons therefore. 10. Professional Liability and Standard of Care: The Consultant shall perform services for the City in a professional manner, using that degree of care and skill ordinarily exercised by consultants practicing in the same or similar locality as the project. 11. Disputes/Termination: The parties will attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement promptly by negotiation between representatives of the parties who have authority to settle any such controversy. If the controversy or claim has not been, or cannot be, resolved promptly, the parties shall endeavor to settle the dispute by mediation or pursue amicable termination. If the controversy or claim cannot be resolved thereby, each party reserves all rights granted by law and equity to resolve the dispute. Each party may terminate this Agreement with ten (10) days written notice to the other party. In the event of such termination, the City shall pay the Consultant any undisputed compensation and expenses to and through the actual date of termination, as well as any reasonable expenses directly incurred as a consequence of the termination of a project not related to the cause or fault of Consultant, upon documentation of those costs by written invoice to the City. In the event of such termination, all finished and unfinished documents, data, studies, surveys, graphic materials, drawings, maps, models, photographs, ordinances, regulations, plans, reports and digital files prepared by the Consultant shall, at the option of the City, become the City s property. 12. Ownership of Documents: The City shall retain ownership of all final documents, data, studies, surveys, graphic materials, drawings, maps, models, photographs, ordinances, regulations, plans, reports and digital files prepared by the Consultant and shall be deemed property of the City except as to confidential matters or trade secrets of the Consultant not subject to release under the Sunshine Law, but only after the final payment by the City for the same.

6 13. Confidentiality of Findings: Any reports, information, ordinances, regulations, data or intellectual property whatsoever given or prepared or assembled by the Consultant under this Agreement shall not be made available to any individual or organization by the City without the prior approval of the Consultant unless subject to the Sunshine Law. 14. Public Relations: Consultant shall have the right to retain and utilize copies of all work it produces on the Project for citation and dissemination in the Consultant s resume, brochures and other generally recognized forms of professional public relations. 15. Extent of Agreement: This Agreement represents the entire and integrated agreement between the City and Consultant and supersedes all prior negotiations, representations or agreement, either written or oral. This Agreement may be amended only by written instrument signed by both the City and Consultant. 16. Severability: Should any of the provisions of this Agreement be determined to violate any state law or City ordinance, that shall not affect the validity of the other terms of this Agreement and there shall be added to this Agreement a legal, valid or enforceable term or provision as similar as possible to the stricken provision. 17. Compliance with Laws: Consultant agrees to comply with all applicable federal, state and local laws or rules and regulations applicable to the provision of services and products hereunder. Consultant affirmatively states that payment of all local, state, and federal taxes and assessments owed by Consultant is current. 18. Applicable Law: This agreement and every question arising hereunder shall be construed or determined according to the laws of the State of Missouri. Should any part of this agreement be litigated, venue shall be proper only in the Circuit Court of Jackson County, Missouri at Independence. 19. General Independent Contractor Clause: This Agreement does not create an employee/employer relationship between the parties. It is the parties' intention that the Consultant will be an independent contractor and not the City's employee for all purposes, including, but not limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, Missouri Prevailing Wage requirements, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, Missouri revenue and taxation laws, Missouri workers' compensation and unemployment insurance laws. The Consultant will retain sole and absolute discretion in the judgment of the manner and means of carrying out the Consultant's activities and responsibilities hereunder. The Consultant agrees that it is a separate and independent enterprise from the public employer, that it has a full opportunity to find other business, that it has made its own investment in its business, and that it will utilize a high level of skill necessary to perform the work. This Agreement shall not be construed as creating any joint employment relationship between the Consultant and the City, and the City will not be liable for any obligation incurred by the Consultant, including but not limited to unpaid minimum wages and/or overtime premiums. 20. Personnel: The Consultant represents that it has, or will secure at Consultant s own expense, all personnel required to perform the services called for under this Agreement and in the required timeframe and that such personnel will be fully qualified to perform such services. Such personnel shall not be employees of or have any contractual relationship with the City except as employees of the Consultant. All of the services required hereunder will be performed by the Consultant or under Consultant s direct supervision and all personnel engaged in the work shall be fully qualified and shall be authorized under state and local law to perform such services. None of the work or services covered by this Agreement shall be subcontracted without the written approval of the City. 21. Conflicts: No salaried officer or employee of the City and no member of the City Council shall have a financial interest, direct or indirect, in this Agreement. A violation of this provision renders the Agreement void. Any federal regulations and applicable provisions in Section et seq. RSMo. shall not be violated. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services to be performed under this Agreement. The Consultant further covenants that in the performance of this Agreement no person having such interest shall be employed. 22. Discrimination: The Consultant agrees in the performance of this Agreement not to discriminate on the ground or because of race, creed, color, national origin or ancestry, sex, religion, handicap, age, or political opinion or affiliation, against any employee of Consultant or applicant for employment and shall include a similar provision in all subcontracts let or awarded hereunder. 23. City Benefits. The Consultant shall not be entitled to any of the benefits established for the employees of the City nor be covered by the Worker's Compensation Program of the City. 24. Liability and Indemnity: The parties mutually agree to the following:

7 a. In no event shall the City be liable to the Consultant for special, indirect, or consequential damages, except those caused by the City s gross negligence or willful or wanton misconduct arising out of or in any way connected with a breach of this Agreement. The maximum liability of the City shall be limited to the amount of money to be paid or received by the City under this Agreement. b. The Consultant shall defend, indemnify, and hold the City harmless from and against all claims, including but not limited to losses, and liabilities arising out of personal injuries, including death, and damage to property, which are caused by the Consultant arising out of or in any way connected with this Agreement. c. The Consultant shall indemnify and hold the City harmless from all wages or overtime compensation due its employees in rendering services pursuant to this agreement, including payment of reasonable attorneys' fees and costs in the defense of any claim made under the Fair Labor Standards Act or any other federal or state law. d. The City agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Consultant, its officers, directors, employees and sub-consultants (collectively, Consultant) against all damages, liabilities or costs, to the extent caused by the City s negligent acts under this Agreement and for those of its consultants or sub-consultants for whom the City would be legally liable. 25. Notices: All notices required or permitted hereinunder and required to be in writing may be given by FAX or by first class mail addressed to City and Consultant at the addresses shown below. The date of delivery of any notice given by mail shall be the date falling on the third day after the day of its mailing. The date of delivery of notice by FAX transmission shall be deemed to be the date transmission occurs, except where the transmission is not completed by 5:00 p.m. on a regular business day at the terminal of the receiving party, in which case the date of delivery shall be deemed to fall on the next regular business day for the receiving party. City Administrator City of Blue Springs 903 West Main Street Blue Springs, MO (Insert Name & Address of Consultant) 25. Assignment: The Consultant shall not assign any interest in this Agreement, and shall not transfer any interest in the same (whether by assignment or novation), without prior written consent of the City thereto. Provided, however, that claims for money due or to become due to the Consultant from the City under this Agreement may be assigned to a bank, trust company, or other financial institution without such approval. Notice of such assignment or transfer shall be furnished in writing promptly to the City. Any such assignment is expressly subject to all rights and remedies of the City under this agreement, including the right to change or delete activities from the Agreement or to terminate the same as provided herein, and no such assignment shall require the City to give any notice to any such assignee of any actions which the City may take under this agreement, though City will attempt to so notify any such assignee. 26. Occupational License: The consultant shall obtain and maintain an occupational license with the City of Blue Springs, Missouri, if required by the City Code and any required state or federal license. The cost for this occupational license shall be borne by the Consultant. No Agreement will be executed by the City until this occupational license has been obtained. 27. Insurance: Consultant agrees to maintain insurance as set forth below and provide to City certificates of coverage evidencing said coverage, which contains a provision that the policy will not be cancelled unless and until thirty (30) days notice of said cancellation is given to the City, within fifteen (15) days of the time of signing of this Agreement: a. Comprehensive General Liability: Minimum limit $2,000,000 combined single limit for bodily injury and property damage per occurrence with City named as an additional insured on the policy. b. Comprehensive Automobile Liability: $2,000,000 combined single limit. c. Workers Compensation: statutory requirements. d. Professional Liability Insurance: Consultant agrees to maintain professional liability insurance in the amount of $2,000,000 per claim and in the aggregate during the term of this Agreement.

8 28. Federal Work Authorization Program: Business entity, and any subcontractors of the business entity, shall, by sworn affidavit and provision of documentation, affirm its or their enrollment and participation in a federal work authorization program with respect to the employees working in connection with the contracted services. Every such business entity, and any subcontractors of the business entity, shall also sign an affidavit affirming that it does not knowingly employ any person who is an unauthorized alien in connection with the contracted services. A federal work authorization program is any of the electronic verification of work authorization programs operated by the United States Department of Homeland Security or an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, under the Immigration Reform and Control Act of 1986 (IRCA), P.L A business entity is any person or group of persons performing or engaging in any activity, enterprise, profession, or occupation for gain, benefit, advantage, or livelihood. The term business entity shall include but not be limited to self-employed individuals (except it shall not include a self-employed individual with no employees), partnerships, corporations, contractors, and subcontractors. 29. Nonresident/Foreign Consultant: The Consultant shall procure and maintain during the life of this contract: a. If the Consultant is a foreign corporation, a certificate of authority to transact business in the State of Missouri from the Secretary of State, unless exempt pursuant to the provisions of Section RSMo. (See also, Section RSMo as to consequences of failing to comply.) b. A certificate from the Missouri Director of Revenue evidencing compliance with the transient employer financial assurance law, unless exempt pursuant to the provisions of Section RSMo. The following two Affidavits shall be used by the Consultant and any subcontractors that are required to sign affidavits: STATE OF MISSOURI ) ) ss. COUNTY OF JACKSON ) AFFIDAVIT AND PROVISION OF DOCUMENTATION oath: Affiant,, the of (Insert Consultant s Name) having been duly sworn, states upon his/her 1. My name is. I am a representative of the business entity, or a subcontractor of the business entity, entering into this Agreement with the City of Blue Springs who is authorized to sign this affidavit on behalf of that business entity. 2. I hereby swear or affirm the above named business entity s does not knowingly employ any person who is an unauthorized alien in connection with the contracted services. 3. I also swear and affirm to the accuracy of the attached documentation evidencing the above named business entity s enrollment and participation in a federal work authorization program with respect to the employees working in connection with the contracted services. FURTHER AFFIANT SAYETH NOT. (Print Name & Title) Subscribed, acknowledged, and sworn to before me by this day of, Notary Public

9 My Commission Expires: AFFIDAVIT CONCERNING EMPLOYMENT OF UNAUTHORIZED ALIENS STATE OF MISSOURI ) ) ss. COUNTY OF JACKSON ) Affiant,, the of (Insert Consultant s Name) having been duly sworn, states upon his/her oath: 1. My name is. I am a representative of the business entity, or a subcontractor of the business entity, entering into this Agreement with the City of Blue Springs who is authorized to sign this affidavit on behalf of that business entity. 2. I hereby swear or affirm the above named business entity does not knowingly employ any person who is an unauthorized alien in connection with the contracted services. FURTHER AFFIANT SAYETH NOT. (Print Name & Title) Subscribed, acknowledged, and sworn to before me by this day of, My Commission Expires: Notary Public IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the day and year first written above, FOR: The City of Blue Springs FOR: (Insert Consultant s Name) Eric Johnson Title Date (Print Name) Title Date Approved as to Form: City Attorney

10 Name of Consultant Scope of Work (Job Description) Start Date Final Completion Deadline Reimbursable Maximum Payment (Insert Consultant s Name) Exhibit A to Agreement Scope of Work Scope of Services: The Consultant will undertake one or more of following professional services at the request of the City through the Director of Public Works ( Director ): Development of a sampling plan in conjunction with City staff. Delineation and coordination of sludge sample testing requirements in accordance with 40 CFR Part 503 Standards for the Use or Disposal of Sewage Sludge. Testing to be paid for by City. Review of sludge sample testing results and disposal options, including economic analysis of disposal alternatives. Preparation and review of required permit applications with City. Design phase services for the Project that include preparation of Bidding Documents sealed by a Registered Professional Engineer licensed in the State of Missouri to allow the City to publicly advertise the Project, obtain competitive bids, and submit to the Missouri Department of Natural Resources for review and approval. Bid phase services for the Project that include public advertisement of the Project, addressing bid phase inquiries, conducting a Pre-Bid conference, review of City received bids, recommendation of award to lowest responsible and responsive bidder, and preparation of executed Contract Documents. Construction phase services for the Project that include review of shop drawings and biosolids land application reports, periodic Resident Project Representative services, review and recommendation of pay requests, conducting kickoff and reoccurring construction progress meetings, and project closeout. All charges, unless based upon an agreed upon lump sum basis, will be billed in accordance with the marked Exhibit B and attached hereto and incorporated herein, except as revised pursuant to said document and this Agreement. Upon execution of Agreement by both parties. Expenses None Travel, Lodging, Meals, Phone Calls, Copying, Postage $ Maximum Payment for Services Rendered for any one project. $ Maximum Amount Of Expenses To Be Reimbursed $ Total Maximum Amount To Be Paid To Consultant for any one project.

11 Method of Payment Lump Sum Of Entire Amount Upon Satisfactory Completion of Project Monthly Payments Based On Rates of Dollars Per Hour set forth in Exhibit B Incremental Payments As Follows: City Official To Approve Payment(s) Department Head s Signature Date: