1-RFP-25-0092 Preliminary Project Study.pdf

Procurement Division PO Box 768 Olathe, KS 66051-0768

REQUEST FOR PROPOSALS

FOR

WATERSHED IMPROVEMENT PRELIMINARY PROJECT STUDY

DATE OF ISSUE: AUGUST 15, 2025 BID NUMBER: RFP-25-0092

Proposals must be received online at Bonfire no later than:

September 12, 2025 at 10:00 AM (CST)

Questions concerning this RFP shall be directed to Bonfire no later than:

September 5, 2025 at 5:00 PM (CST)

Questions will be addressed via addendum on to Bonfire.

https://olatheks.bonfirehub.com/ https://olatheks.bonfirehub.com/

City of Olathe Watershed Improvement Preliminary Project Study

RFP-25-0092

I. INTRODUCTION AND BACKGROUND

During the evening of July 16th into the morning hours of July 17th, the City of Olathe experienced widespread flooding. Western portions of Olathe received up to 8.9 inches of rain, with intensities exceeding the 100-year storm event. During this storm event, flooding was reported at the following locations:

• South Curtis Street at Water Works Park (at least 4 residential structures flooded)

• 13844 S Shannan Street (one residential structure flooded)

• 2235 E Kansas City Road (one commercial structure flooded)

• 13139 S Brougham Drive (one residential structure flooded)

The City of Olathe needs a consultant to study these areas and identify flood control solutions.

II. SCOPE OF SERVICES

This project will include the preparation of a Watershed Improvement Preliminary Project Study (PPS) for each of the above-referenced areas. Each PPS shall meet all requirements set forth in Johnson County Stormwater Management Program Administrative Procedures. The consultant shall prepare the PPS funding request and present the projects to the Watershed Organization for approval. After receiving Watershed Organization approval, the consultant shall visit the study areas to interview residents, gather information, and document the extent of flooding. Preparation of the PPSs shall include survey, hydrologic and hydraulic modeling, identification of alternatives, risk scoring, and any other activity required to meet county PPS and SMAC funding requirements. The consultant shall prepare the PPS and preferred alternatives for City review. Upon approval by the City, the consultant shall submit the PPS to the county and work with the Watershed Organizations and county to place projects on the Projects Eligible for Future Funding List.

III. PROPOSAL FORMAT

Proposals shall address all the following questions in the order in which they appear in this document. This is required to make comparison of submittals received equitable for the evaluation team. Failure to present your submittal in this manner may result in less consideration and minimal rating scores. All proposal information must be submitted electronically through Bonfire.

1. Cover Letter: provide name of Company, address, phone number, email and a brief description of your company’s history.

2. Provide a brief background and description of the respondent’s knowledge, experience, qualifications and record of performance relevant to the items identified under the Scope of Work.

3. All forms contained within this Request for Proposal package completed and signed where necessary.

4. The Proposal shall include the identification and organization of the proposed team to be assigned to this project, with individual resumes and the specific areas of responsibility of key personnel. All sub-contractors proposed to be used for this contract shall also be listed, including the information addressed above.

5. Proposals shall include examples of key personnel’s ability and experience.

6. Respondent’s proposed plan for services shall include content and scope and fee, proposed methods of proceeding with the project work, and identify efforts or methods of keeping the City informed on the progress of the project. Respondent shall also include a proposed timeline for completion of the project.

7. Affidavit, signed and notarized

8. Fee Proposal: Pricing must be provided in a separate electronic document from the RFP response.

9. Additional information your firm wishes the City to consider in the evaluation of your proposal.

10. Exceptions & Addenda

• Any exceptions to the RFP must be clearly indicated in your proposal. Failure to do so will result in the assumption of compliance in specifications and requirements as stated.

• Indications of the receipt of all addenda must be included with your proposal.

• Fee Proposal - The fee proposal submitted shall remain valid for a period of 120 calendar days from the opening date of the RFP.

INQUIRIES

Question or requests for information regarding this RFP must be submitted to Bonfire no later than TBD, 2025 by 4:00 PM (CT).

Respondents shall make NO CONTACT – either written or verbal – with members of the City of Olathe Council, City of Olathe Legal Counsel, or any City of Olathe employees during the period beginning with the issuance of this document through approval of award. Any attempt by respondents to influence any of the aforementioned individuals may be grounds to disqualify the respondents from participation in the selection process of this RFP.

It should be noted that other information provided in your response will be considered proprietary and will not be divulged during the proposal review process as authorized by K.S.A 45-217 (Kansas Open Records Act). Because contractual agreements of this nature require the expenditure of public funds and or use of public facilities, the successful proposer shall understand that portions (potentially all) of their proposal (including any final contracts) will become public record after its acceptance by the City Council.

IV. EVALUATION CRITERIA

The evaluation team will review the proposals received and rate each in accordance with the following criteria:

Project Approach: 30 Points Firm Personnel: 30 Points Quality of Similar Work: 20 Points Schedule: 10 Points Overall Responsiveness to the RFQ. 10 Points

The City may prepare a short list of respondents from the submitted Proposals for oral presentations to the evaluation committee. This decision will be based on the number and quality of Proposals received.

If Proposals are deemed to be of high quality, oral presentations may be waived, and finalists selected based on Proposals submitted.

In the event oral presentations are required, the City of Olathe will not be responsible for any expenses incurred by the potential respondents for these presentations. New evaluation criteria may be established for oral interviews. The City will provide the desired format and criteria prior to the oral presentations.

The final selected respondents(s) will be recommended for contracting for this work. However, if it is determined to be in the best interest of the City, all proposals may be rejected, and the City may reissue Requests for Proposals.

V. SCHEDULE

The following is a tentative project schedule:

• Distribution of RFP August 15, 2025

• Questions to City by September 5, 2025 by 5:00 PM (CST)

• Proposals due to City September 12, 2025 by 10:00 AM (CST)

• Conduct Interviews and demos Week of September 22, 2025

• City Council approval requested October 2025

VI. CONTRACT AWARD

The City anticipates entering into a contract with the individuals and/or firms who submit the proposal(s) judged by the City to be most advantageous.

Respondents shall understand that this RFP does not constitute an offer or a contract with the Respondent. An official contract or agreement is not binding until proposals are reviewed and accepted by appointed staff, approved by the appropriate level of authority within the City and executed by the parties. The City anticipates that the final contract will be in substantial conformance with the Sample Standard Contract; nevertheless, Respondents are advised that any contract which may result from the RFP may deviate from the Sample Standard Contract. Any changes to the Sample Standard Contract suggested by the Respondent must be clearly stated in your Proposal.

The City reserves the right to reject all proposals, to abandon the project, or to re-advertise for and solicit other proposals. The City may, in its discretion, waive any informalities and irregularities contained in a proposal or in the manner of its submittal and award a contract thereafter. The City further reserves the right to negotiate any and all terms of the proposal.

PRE-CONTRACTUAL EXPENSES

The City shall not, in any event, be liable for any pre-contractual expenses incurred in the preparation of a vendor’s submittal, prior to execution of the contract by both parties. Precontractual expenses are defined as expenses incurred by the vendor in:

• Preparing and submitting qualification(s) to the City;

• Preparing and submitting proposal(s) to the City;

• Negotiations with the City on any matter related to the contract terms, professional fees, and schedule

• Any other expenses incurred by the respondent prior to reaching agreement of the contract with the City.

All prospective Proposers will be afforded an opportunity to submit statements of qualifications in response to this request and will not be discriminated against on the basis of race, religion, color, national origin, age, sex, disability or any other protected class in receiving consideration for an award of any contract entered into pursuant to this Request.

RFP DOCUMENT MISTAKES

(Kansas statues K.S.A. 75-6901 through 75-6906). The respondent shall not be allowed to modify or correct mistakes in the RFP document after the closing. Failure to complete the entire submittal may result in declaring the submittal as non-responsive and the submittal may be rejected. A submittal that is in the possession of the Purchasing Division may not be altered after time and date for closing. E-mail, fax, telegram, telephone, or verbal alterations of a submittal will not be accepted. Respondent may submit an alternative sealed submittal bearing the signature of person authorized for offering a submittal, provided it is received prior to the time and date of closing. A submittal that is in the possession of the Purchasing Division may be withdrawn by the respondent up to the time of the RFP closing.

INDEMNIFICATION

Loss: For purposes of indemnification requirements, the term "Loss" means any and all loss, damage, liability or expense, of any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine or otherwise (including reasonable attorney's fees and the cost of defense), in connection with any action, proceeding, demand or claim for injury, including death, to any person or persons or damages to or loss of, or loss of the use of, property of any person, firm or corporation, including the parties hereto, which arise out of or are connected with the performance of this Agreement.

Indemnification and Hold Harmless: For purposes of this Agreement, Consultant agrees to indemnify, defend, and hold harmless the City and the Olathe Housing Authority and their agents from any and all Loss where Loss is caused or incurred as a result of the intentional misconduct, recklessness, negligence, or other actionable fault of the contractor or its subcontractors. Neither acceptance of completed work nor payment therefor nor termination or expiration of this Agreement releases Consultant of its obligations under this paragraph.

APPROPRIATIONS CLAUSE

The City is subject to the Kansas Cash Basis Law. Accordingly, execution and continuation of the contract is contingent upon annual appropriation of funds by the applicable legislative body in an amount sufficient to allow performance in accordance with the terms and conditions of the contract. The City shall, upon receipt of notice by the appropriate authority that sufficient funds are not available to continue full and faithful performance of the contract, provide prompt written notice to the Respondent of such event, and effective thirty (30) days after giving such notice or upon the expiration of the period of time for which funds were appropriated, whichever comes first, be thereafter released of all further obligations in way related to the contract.

City of Olathe terms and conditions can be found on the Procurement page of the City website:

https://www.olatheks.gov/government/procurement.

https://www.olatheks.gov/government/procurement

CITY OF OLATHE, KANSAS

PROCUREMENT DIVISION

INSTRUCTIONS TO BIDDERS AND GENERAL CONDITIONS

(Revised 12/24)

1. SCOPE: These instructions to bidders and general conditions apply to solicitations for material, equipment, supplies or services with an estimated single or combined cost of $100,000.00 or more. These conditions shall be in force unless otherwise modified by the City in this bid document. Bidders shall be advised that the City of Olathe is not responsible for the content of any bid package received through any 3rd party bid service other than Mercell Source to Contract. It is the sole responsibility of the vendor to ensure the completeness of the documents received from any 3rd party source other than Mercell Source to Contract.

2. DEFINITIONS (AS USED HEREIN):

a. The term "Invitation For Bid" means a solicitation of formal sealed bids with a combined or single unit value $100,000.00 and over. The acronym "IFB" means Invitation For Bid.

b. The term “Quick Quote” means a solicitation of informal bids with a combined or single unit value between

$10,000.00 and $99,999.00 The acronym “QQ” means Quick Quote.

b. The term "bid" means the offer by the bidder.

c. The term "bidder" means the person or organization responding to the solicitation.

d. The term “contractor” means a person or organization who is the successful bidder and who enters into a contract with the City.

e. The term "change order" means a written order from the Procurement Manager directing the contractor to make changes to a contract.

f. The term "City" means the City of Olathe, Kansas.

g. The term "City Council" means the governing body of the City of Olathe.

3. PREPARATION OF BIDS: Bidders shall review the specifications, drawings, and all special and general conditions.

Failure to do so will be at the bidder's risk.

Each bidder shall furnish the information required in the solicitation. The bidder shall provide their name, address, e-mail address, and telephone number where indicated in the affidavit of the solicitation documents. The affidavit must be signed by an officer or employee having the authority to bind the company or organization by his/her signature, notarized, and uploaded with bid response on Bonfire.

Unit price for each unit offered must be provided. The unit price will be presumed correct.

The bidder must state a definite time for delivery of supplies or performance of services.

4. SUBMITTING A BID: Bids must be received electronically in the sealed lockbox at Mercell Source to Contract BEFORE the time of opening indicated in the solicitation. All references to time shall be Olathe, Kansas time (Central time zone).

Hard copy (paper) bids will not be accepted. Late bids will be rejected. Any exceptions or additional information required on a solicitation will be noted in the bid documents. Failure to provide any requested information or to follow these procedures may result in the rejection of your bid.

5. BID DOCUMENT MISTAKES: (Kansas Statutes K.S.A. 75-6901 through 75-6906). The bidder shall not be allowed to modify or correct mistakes in the bid document after the opening of the bid. Failure to complete the entire bid accurately may result in declaring the bid as non-responsive and the bid may be rejected.

Bids may not be withdrawn after the bid opening time and date if a bid mistake is based upon an error in judgment. If a nonjudgmental mistake, such as a math error, is suspected by the City or the bidder, the bidder shall respond within two

(2) business days of the bid opening with a request for the City to consider verification of the mistake. Once a bid has been verified, it shall be considered submitted as verified. The City shall permit a bidder to withdraw its bid without penalty or forfeiture of bid security if: (a) a nonjudgmental mistake is evident on the face of the bid, or (b) the bidder establishes by clear and convincing evidence that a nonjudgmental mistake was made.

If multiple bids are received from the same vendor, the City will either consider only one of the bids from that vendor, or reject all bids from that vendor, at the sole discretion of the City.

6. ACCEPTANCE OF OFFER: The submitted bid is considered an offer on the part of the bidder; such offer is deemed accepted upon issuance by the City of a Purchase Order, Price Agreement, or other contractual document.

7. FIRM PRICES: By submitting the bid, bidder signifies that the prices, terms and conditions quoted in their bid will be firm for acceptance for a period of not less than ninety (90) days from the bid opening date unless otherwise specified in the solicitation. Prices quoted must remain firm for the period of performance of any resulting purchase order or contract to be performed over a specified period of time as indicated in the solicitation.

8. CONTRACT RENEWAL: The City reserves the right to renew any contract resulting from this solicitation at the same prices, specifications, terms and conditions, upon mutual agreement between the City and the contractor.

9. ESTIMATED QUANTITIES: Whenever a bid requests prices to be firm for a period of performance, the quantities or usages shown are estimated only with no guarantee made by the City. The quantities are for the bidder’s information only, and the City will be bound only for actual quantities ordered.

10. DISCOUNTS: Cash discounts will be considered in determining the award. Unless otherwise indicated in the IFB, discounts offering 10 days or more will be taken by the City’s Accounts Payable Division, with payment made on the nearest pay period after receipt, inspection and acceptance of articles, and receipt of correct invoice(s).

11. SAMPLES: Samples of items, when required, must be submitted within the time specified at no expense to the City. If not destroyed by testing, samples may be returned at the bidder’s expense unless otherwise indicated in the solicitation.

12. AWARD: Award will be made to the lowest most responsive and responsible bidder, which will be judged on the basis of price, conformance to specifications, quality, delivery time, references, payment terms, and in the best interest of the City of Olathe, all factors being considered.

The City reserves the right to accept or reject any or all bids or part of bids, to waive irregularities and technicalities, and to request rebids on the material described in the solicitation.

The City reserves the right to award the contract on a split-order basis, lump-sum or individual-item basis, or any other combination that is in the best interest of the City unless otherwise specified.

Conditional bids are subject to rejection in whole or in part at the sole discretion of the City.

No order or contract resulting from this solicitation may be assigned, transferred, or delegated to another party without written approval of the Procurement Manager of the City.

13. BRAND NAMES: If brand names, make, name of any manufacturer, trade name, or vendor catalog number are specified in these bid documents, it is for the purpose of establishing a grade or quality of material only. When the City does not wish to rule out other brands or makes, the phrase OR EQUAL is added. However, if a product other than that specified is bid, it is the bidder’s responsibility to identify such product in their bid and prove to the City that the product is equal to or better than the product specified. Unless otherwise indicated, evidence in the form of samples may be requested if the proposed brand is other than that specified by the City. Such samples are to be furnished as specified in the solicitation or upon request of the City. Any samples requested by the City must be received by the City no later than four (4) days after formal request is made.

14. VARIATIONS OF SPECIFICATIONS: For purposes of evaluation, bidder must indicate any variances from any provision, specification, or condition stated in this solicitation, no matter how slight. If bidder does not indicate any variations, it will be assumed that the product or service fully compiles with the provisions, specifications, or conditions as stated. If satisfactory bids are not received, the City reserves the right to consider alternate bids containing deviations from stated specifications.

15. QUALITY: Unless otherwise identified in the solicitation, all materials used in the manufacture or construction of supplies, materials or equipment covered by this solicitation shall be new. The items bid must be the latest make or model in current production, as offered to commercial trade, and of the highest quality material and workmanship. Used, shopworn, demonstrator, prototype, or discontinued models are not acceptable.

16. ECO-FRIENDLY (GREEN) PRODUCTS: The City of Olathe supports the use of products that are ecologically friendly to the environment. Bidders are urged to include information with their bid submittal that describes the human health and environmental impact of products proposed. This eco-friendly approach takes into account, but is not limited to, waste production, energy and water use, greenhouse gas emissions, indoor air quality, recycled and reused content and packaging, and the presences of hazardous substances. Prime consideration will be given to these eco-friendly products when compared to mainstream products in cost and packaging.

17. MATERIAL SAFETY DATA SHEET (MSDS): It is mandatory for a manufacturer, supplier, or distributor of hazardous material to supply an MSDS as required by 29CFR 1910.1200 with the first shipment. Any time the content of an MSDS is revised, the vendor is required to provide a new MSDS to the City.

18. ACCEPTANCE OF MATERIAL: The material delivered under this bid shall remain the property of the seller until a physical inspection and actual usage of this material and/or service is made and is accepted by the City. It must comply with the terms of this IFB, and fully comply with specifications, and be of the highest quality. In the event the material and/or services supplied to the City is found to be defective or does not conform to specifications, the City reserves the right to cancel the order upon written notice to the contractor and return product to contractor at the contractor’s expense.

19. CODES AND REGULATIONS: All products supplied, and work performed, within the scope of this request shall be supplied by the successful bidder to all applicable current prevailing codes and regulations.

20. DELIVERY: Bidders must indicate the number of calendar days required to make delivery after receipt of a purchase order. Delivery time may be considered in making an award. The City reserves the right to cancel any order, or any part of that order, without obligation if delivery is not made within the time(s) specified on the bid form.

The City may grant additional time for delivery if the City is satisfied the delay is beyond the control of the vendor. Any request for time extension must be in writing and approved by the City’s authorized representative.

All deliveries are to be FOB Destination to the location listed on the purchase order or price agreement unless otherwise specified. Bidders may be requested to provide separate pricing for delivery of all items in this solicitation.

21. THIRD PARTY FREIGHT SERVICE: The City of Olathe may, at its discretion, use a third party freight service to arrange for delivery of the goods ordered as a result of this solicitation. In this case, the freight terms will be FOB Destination/Third Party Prepaid.

22. PRICE CHANGES ON CONTRACTS: If this solicitation is for an estimated quantity of supplies, consideration in awarding bid for yearly contracts will be given:

• First to bidder offering firm prices for full contract period; and

• Second to bidder offering firm prices subject to market price adjustment.

23. COPYRIGHT OR PATENT RIGHTS: By submitting the bid, bidder signifies that there has been no violation of copyrights or patent rights in manufacturing, producing or selling the goods shipped or ordered as a result of the bid, and bidder agrees to hold the City harmless from any and all liability, loss, or expense caused by any such violation.

24. CONFLICT OF INTEREST: The contractor, by signing the affidavit form in the solicitation or by acceptance of any purchase order resulting from this solicitation, certifies that to the best of their knowledge or belief, no elected or appointed official of the City is financially interested, directly or indirectly, in the purchase of the goods or services specified on this order or in the contract.

25. TAXES: The City of Olathe is exempt from any taxes imposed by the State and/or Federal Government. Exemption certificates will be provided upon request; Kansas Tax Exempt No. KS6XLFHVA1, exp 10/01/2028.

26. MANUFACTURER’S CERTIFICATION: The City reserves the right to request from bidders a separate manufacturer certification of all statements made in the bid. Failure to provide any requested certification may result in rejection of bid or termination of contract for which the bidder must bear full liability.

27. PERSONNEL PRACTICES: Successful bidder must comply with K.S.A., 44-1030 et. seq. mandatory provisions of the

Kansas Acts Against Discrimination as applied to state and local government contracts, which: (1) prohibits discrimination against any person in the performance of work under this contract because of race, religion, color, sex, national origin or ancestry; (2) requires solicitations or advertisements for employees to include the phrase “equal opportunity employer”; and (3) allows the City to terminate their contract for default if provisions of the act are violated.

Chapter 2.44 of the Olathe Municipal Code also prohibits discrimination against individuals in the performance of this contract as a matter of concern to the City, since such discrimination threatens not only the rights and privileges of the inhabitants of the City, but menaces the institutions and foundations of a free democratic state. The affirmative action program is designed to insure a good faith effort will be made to employ applicants and to treat employees during employment equally without regard to race, color, creed or religion, physical handicap, national origin or sex.

All bidders who are awarded a Class I Contract ($25,000 or more in aggregate) are required to complete a Questionnaire on Personnel Practices for the City of Olathe, 200 West Santa Fe, Olathe KS 66061, 913-971-6493. Form must be completed and approved by the City before contract for goods or services is in effect.

The City of Olathe actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Under the INA, employers may hire only persons who may legally work in the United States (i.e. citizens and nationals of the U.S.) and aliens authorized to work in the U.S. The employer must verify the identity and employment eligibility of anyone to be hired, which includes completing the Employment Eligibility Verification Form (I-9). The contractor shall establish appropriate procedures and controls so no services or products in response to this IFB will be performed or manufactured by any worker who is not legally eligible to perform such services or employment.

28. TERMINATION: Subject to the following provisions, any contract resulting from this solicitation may be terminated by either party upon thirty (30) days advance written notice to the other party; but if any work or service is in progress but not completed as of the date of termination, then said contract may be extended upon written approval of the City until said work or services are completed and accepted. Types of termination include:

1. Termination for Convenience In the event that the contract is terminated or cancelled upon request and for the convenience of the City, without the required thirty (30) days advance written notice, then the City shall negotiate reasonable termination costs, if applicable.

2. Termination for Cause Termination by the City for cause, default or negligence on the part of the contractor shall be excluded from the foregoing provision; termination costs, if any, shall not apply. The thirty (30) days advance notice requirement is waived in the event of termination for cause.

3. Termination Due to Unavailability of Funds When funds are not appropriated or otherwise made available to support continuation of performance, the contract shall be cancelled at the discretion of the City.

29. W-9 REQUIREMENT: The City of Olathe requires a Form W-9 (Request for Taxpayer Identification Number and

Certification), updated annually, from all contractors that do business with the City of Olathe. The Form W-9 verifies the Tax Identification Number of the contractor so the City can correctly report to the IRS all funds paid to the contractor. A W-9 Form must be completed as a part of the vendor registration process on Mercell Source to Contract. Form W-9 can also be found at http://www.irs.gov/pub/irs-pdf/fw9.pdf. Payment shall not be made to contractor without a current W-9 form being filed with the City of Olathe.

30. DEFAULT OF CONTRACT: In case of default by the contractor, the City may procure the items or services from other sources and hold the contractor responsible for any excess costs caused by such procurement. Failure of a bidder to furnish the equipment, supplies, material, and/or services as specified is cause for elimination of the bidder from the active bidder’s list for the products or services concerned.

31. BID BOND: If required in this solicitation, bidders shall include a bid guarantee in the form of a bid bond, certified check, cashier’s check in the amount of five percent (5%) of the base bid, payable without condition to the City of Olathe.

Personal or company checks are not acceptable. The bid bond shall be accompanied by a power of attorney showing the authority of the person executing the bond on behalf of the surety company. Failure to include a bid bond or bid guarantee request with your bid submittal may be cause for rejection of your bid. Bid guarantees (submitted by certified or cashier’s checks) will be returned to unsuccessful bidders when the successful bidder is determined, and the contract is executed.

32. PERFORMANCE BOND: At the discretion of the Procurement Manager, a performance bond may be required under the contract resulting from this solicitation. Such bond must be of a type and amount suitable for the nature of the commodity or services purchased and the dollar amount of the contract as indicated in this solicitation. The performance bond shall be for the duration of the contract, guaranteeing the faithful performance of the contract, and otherwise conditioned as required by law. Performance bond shall be accompanied by a power of attorney showing the authority of the person executing the bond on behalf of the surety company. Bond forms must be executed with a surety company licensed to do business in the State of Kansas. The cost of the bond shall be included in the bidder’s offer.

33. MODIFICATIONS FOR CHANGES: No agreement or understanding to modify this solicitation and resultant purchase orders or contract shall be binding upon the City unless made in writing by the Procurement Manager of the City of Olathe.

34. ORDER OF PRECEDENCE: In the event of an inconsistency between provisions of the solicitation, the inconsistency http://www.irs.gov/pub/irs-pdf/fw9.pdf will be resolved in the following order: (a) the schedule; (b) Instructions to Bidders and General Conditions; (c) special provisions; (d) other provisions of the contract, whether incorporated by reference or otherwise; and (e) the specifications.

35. WARRANTY: Supplies or services furnished because of this solicitation shall be covered by the most favorable commercial warranties, expressed or implied, that the bidder and/or manufacturer gives to any customer. The rights and remedies provided herein are in addition to and do not limit any rights afforded to the City by any other clause of this bid. The City reserves the right to request from bidders a separate manufacturer certification of all statements made in the bid.

36. PURCHASING CARDS: The City of Olathe has implemented a procurement card program to streamline its purchasing process and to expedite payments to its suppliers. We encourage your acceptance of the City’s VISA P-card. Payments made to the successful bidder of this solicitation process will, if at all possible, be by use of a VISA Purchasing Card.

37. PAYMENT: Payment for materials or services received under this contract will be made upon completion of delivery for each purchase order and submission of invoice to the Accounts Payable Division, apolathe@olatheks.org or mail to PO Box 768, Olathe KS 66051-0768. Normal pay periods for the City are every other Friday.

38. GOVERNING LAW: Any agreement resulting from this solicitation shall be interpreted under and governed by the laws of the state of Kansas.

39. ESCALATION/DE-ESCALATION CLAUSE: In the event prevailing market conditions warrant an adjustment in contract pricing, the following escalation/de-escalation clause shall be the only clause acceptable to the City:

1. Contractor shall give written notice to the Procurement Manager of any proposed changes from contract prices not less than fifteen (15) calendar days prior to the effective date of price changes.

2. Such notice must be accompanied by a copy of the supplier’s notification to the contractor of a justifiable price change.

3. No price escalation will be authorized in excess of the amount of the increase indicated on the supplier’s notice.

4. The approved price change shall be honored for all orders received by the contractor after the effective date of such price change.

5. Approved price changes are not applicable to orders already issued and in process at time of price change.

6. The City reserves the right to audit and/or examine any pertinent books, documents, papers, records, or invoice relating directly to the price increase after reasonable notice and during normal business hours.

7. The Procurement Manager retains the right to determine whether or not such proposed price changes are in the best interests of the City.

8. If in the opinion of the Procurement Manager any proposed increase is found unacceptable, the Procurement

Manager reserves the right to cancel the contract upon fifteen (15) calendar days’ written notice.

9. Contractors must tie any price change clause to an industry-wide or otherwise nationally recognized index or some other form of verifiable document. Contractor will put the Procurement Manager on the mailing lists for such publications so the Procurement Manager can monitor said changes. Such membership will be at no cost to the City.

10. If parties to the contract cannot agree on renewal terms, it is understood that the contract will be cancelled, and a new contract will be solicited.

40. CERTIFICATE OF GOOD STANDING: All contractors awarded a contract in the amount of $25,000 or higher are required to submit a current Kansas Certificate of Good Standing to the City with a valid verification code, upon award of contract. The Certificate is issued by the Kansas Secretary of State’s Office and affirms that a business has complied with the applicable provisions of the laws of the state of Kansas, is in good standing, and authorized to transact business or to conduct affairs within this state. Access the Kansas Secretary of State website at http://www.sos.ks.gov/other/articles_of_formation.html for information. Kansas companies can file online. Foreign companies cannot yet file online. Foreign companies would need to complete and submit the FA, FL, FLLP, or LPF forms to receive the information needed to register with the Secretary of State then get a Certificate of Good Standing thereafter. You may call the Kansas Secretary of State office at 785-296-4564 if you have questions.

41. ADDITIONAL INFORMATION: Additional information may be obtained from the Procurement Division Office at

(913) 971-9005 or www.olatheks.org.

mailto:apolathe@olatheks.org http://www.sos.ks.gov/other/articles_of_formation.htmlf http://www.olatheks.org/

Example of Standard City Contract

PROFESSIONAL SERVICES AGREEMENT

THIS AGREEMENT is made in Johnson County, Kansas, by and between the City of Olathe, Kansas, hereinafter "City," and __________ (INSERT LEGAL NAME OF CONSULTANT), hereinafter "Consultant" (collectively, the “Parties”).

City needs Professional Services in the field of ___________ (INSERT FIELD). Consultant has expertise in said field as described in Exhibit A (Scope of Services) attached hereto and incorporated by reference.

City contracts with Consultant for the performing of Professional Services as described herein, in consideration of these premises and of the mutual covenants herein set forth. By executing this Agreement, Consultant represents to City that Consultant is qualified to provide ___________ (INSERT SERVICES) and is licensed to practice said services by all public entities having jurisdiction over Consultant.

SECTION I - DEFINITIONS

As used in this Agreement, the following terms will have the following meanings unless otherwise stated or reasonably required by the Agreement, and other forms of any defined words will have a meaning parallel thereto.

“Additional Services” means services in addition to those listed in Exhibit A.

"City" means the City of Olathe, Kansas, a municipal corporation duly organized under the laws of the State of Kansas, its employees, appointees, and officers.

"Consultant" means the company or individual identified above, herein, and its affiliates, subsidiaries, employees, agents, and assigns.

"Professional Services" means the professional services, labor, materials, supplies, testing, surveying, title work, inspection, if applicable, and all other acts, duties, and services required of Consultant under this Agreement including any Additional Services.

SECTION II - COMPENSATION

A. FEES & EXPENSES

1. Total Fee: City agrees to pay Consultant an amount not to exceed ___ (INSERT AMOUNT OF FEE IN WORDS) ($DOLLAR AMOUNT OF FEE IN NUMBERS FROM RFP/RFQ RESPONSE), including reimbursable expenses as described herein. The fee is based on the performance of the scope of services outlined in this Agreement, including Exhibit A attached hereto and incorporated by reference, and will be billed by Consultant using hourly rates and equipment charges as set forth in Exhibit A attached hereto and incorporated by reference, plus reimbursable expenses as set forth below. All bills will be submitted to City monthly as provided herein.

2. Reimbursable Expenses: Consultant may be reimbursed at the actual cost for other costs as set forth in Exhibit A.

B. SERVICES BEYOND THE SCOPE OF SERVICES

1. Change in Scope: For substantial modifications in authorized Professional Services when requested by City and through no fault of Consultant, Consultant will be compensated for time and expense required to incorporate such modifications at Consultant's standard hourly rates per Exhibit A; provided, however, that any increase in fee for Consultant to complete the services must be approved by City in writing.

2. Additional Services: Consultant will provide Additional Services authorized by a supplemental agreement executed in writing by the Parties. Prior to commencing any Additional Services, Consultant must submit a proposal outlining the Additional Services to be provided, estimation of total hours, completion date, and a maximum fee based upon the rate schedule attached hereto as Exhibit A. Payment to Consultant as compensation for Additional Services will be in accordance with the rate schedule attached as Exhibit A.

C. BILLING & PAYMENT

1. Billing: Consultant may bill City monthly for completed Professional Services, including reimbursable expenses. The bill submitted by Consultant must itemize the Professional Services and reimbursable expenses for which payment is requested. City agrees to pay Consultant within thirty (30) days of approval by the Governing Body or other agent of City in accordance with the City’s Procurement Policy.

The bill must be mailed to the attention of Account Payable, City of Olathe, PO Box 768, Olathe, KS 66051- 0768 or emailed to apolathe@olatheks.org. The bill must indicate it is for work or expenses under this Agreement (include Agreement date for identification).

2. City's Right to Withhold Payment: In the event City becomes credibly informed that any representations of Consultant provided in its monthly billing are wholly or partially inaccurate, City may withhold payment of sums then or in the future otherwise due to Consultant until the inaccuracy and the cause thereof is corrected to City's reasonable satisfaction. In the event City questions some element of an invoice, that fact will be made known to Consultant immediately. Consultant will help effect resolution and transmit a revised invoice, if necessary. Amounts not questioned by City will be paid to Consultant in accordance with the contract payment procedures.

D. SCHEDULE (or) TERM

All work must be completed on or before ______________, and time is of the essence for completion of the work. (or) This contract will be a (one to five) (1-5)-year contract. (or) This contract will be a one (1)-year contract with the option to renew for up to (max 5) additional one (1)-year periods upon the written agreement of both parties. ADD language about optional or automatic renewal terms if needed.

SECTION III - RESPONSIBILITIES OF CONSULTANT

Consultant will perform the Professional Services as described in Exhibit A.

A. GENERAL DUTIES AND RESPONSIBILITIES

1. Personnel: Consultant will assign only qualified personnel to perform any service concerning the Professional Services as identified in Consultant’s proposal (Exhibit A). At the time of execution of this Agreement, the Parties anticipate that the following individual will perform as the principal for these Professional Services: (INSERT CONSULTANT’S PRINCIPAL CONTACT). This person will be the primary contact with the City and will have authority to bind Consultant.

2. Service By and Payment to Others: Any services authorized in writing by City and performed by any party other than Consultant or its subcontractors (a “Third Party”) in connection with the Professional Services will be contracted for and paid for by City. In addition to payments for the Third Party’s professional services, this may also include necessary permits, licenses, ownership certifications, materials testing, advertising costs, and other special tests or other services required or requested by City or Consultant which are not defined within the scope of services of Consultant as set forth herein. Fees for such extra services will be subject to negotiation between City and the Third Party. Fees will be approved by City in writing prior to the execution of any extra services. Although Consultant may assist City in procuring such services of Third Parties, Consultant will in no way be liable to either City or such Third Parties in any manner whatsoever for such services or for payment thereof.

3. Subcontracting or Assignment of Services: Consultant may not subcontract or assign any of the Professional Services to be performed under this Agreement without first obtaining the written approval of City. Unless otherwise stated in the written consent to an assignment, no assignment will release or discharge Consultant from any obligation under this Agreement. Any person or firm proposed for subcontracting Professional Services under this Agreement will maintain throughout the duration of the Agreement, insurance as provided in Section V.D.2. herein, and will additionally maintain Professional Liability insurance in a minimum amount of $1,000,000 per claim and in the aggregate and provide City with an insurance certificate showing the insurance limits provided by Consultant’s subconsultant. Any services completed by a City-approved subcontractor of Consultant pursuant to this Agreement may not be increased more than ten percent (10%) over the actual cost of the services.

4. Standard of Care: Consultant will exercise the same degree of care, skill, and diligence in the performance of the Professional Services as is ordinarily possessed and exercised by a professional under similar circumstances. If Consultant fails to meet the foregoing standard, Consultant will perform at its own cost, and without reimbursement from City, the Professional Services necessary to correct errors and omissions which are caused by Consultant’s negligence.

SECTION IV - CITY OF OLATHE'S RESPONSIBILITIES

A. COMMUNICATION

City will provide to Consultant information and criteria regarding City's requirements for the Professional Services; examine and timely respond to Consultant's submissions; and give written notice to Consultant, who will respond promptly, whenever City observes or otherwise becomes aware of any defect in the Professional Services.

B. DUTIES

City will perform the various duties and services which are outlined and designated in Exhibit A as City's responsibility.

C. PROGRAM AND BUDGET

City will provide all relevant information reasonably required for Consultant to perform its obligations herein, including but not limited to City's objectives, schedule, constraints, budget with reasonable contingencies, and other necessary criteria for the Professional Services.

SECTION V - GENERAL PROVISIONS

A. TERMINATION

1. Notice: City reserves the right to terminate this Agreement for either cause (due to Consultant’s failure to substantially perform its obligations hereunder) or for its convenience and without cause or default on the part of Consultant, by providing fifteen (15) days' written notice of such termination to Consultant. Upon receipt of such notice from City, Consultant will, at City's option as contained in the notice: (1) immediately cease all Professional Services; or (2) meet with City and, subject to City's approval, determine what Professional Services will be required of Consultant to bring the Professional Services to a reasonable termination in accordance with the request of City. If City defaults on its obligations under this Agreement, (due to City’s failure to substantially perform its obligations under this Agreement), Consultant must notify City by written notice of its intent to terminate and City will have fifteen (15) days from the date of the notice to cure or to submit a plan for cure acceptable to Consultant. In no event may Consultant terminate the contract solely for its convenience without cause.

Address for Notice:

City of Olathe [CONSULTANT] Attn: INSERT CITY’S PROJECT MANAGER Attn: [CONSULTANT’S PRINCIPAL CONTACT] 100 E. Santa Fe _________________ P.O. Box 768 _________________ Olathe, KS 66051-0768

2. Compensation for Convenience Termination: If City terminates for its convenience as provided herein, City will compensate Consultant for all Professional Services completed and accepted and reimbursable expenses incurred to the date of its receipt of the termination notice and any additional Professional Services and reimbursable expenses requested by City to bring the Professional Services to reasonable termination. Compensation will not include anticipatory profit or consequential damages, neither of which will be allowed.

3. Compensation for Cause Termination: If City terminates for cause or default on the part of Consultant, City will compensate Consultant for the reasonable cost of Professional Services and reimbursable expenses completed and accepted to date of its receipt of the termination notice.

Compensation will not include anticipatory profit or consequential damages, neither of which will be allowed.

City also retains all its rights and remedies against Consultant including but not limited to its rights to sue for damages, interest and attorney fees.

4. Termination for Lack of Funds: If, for whatever reason, adequate funding is not made available to City to support or justify continuation of the level of Professional Services to be provided by Consultant under this Agreement, City may terminate or reduce the amount of Professional Services to be provided by Consultant under this Agreement. In such event, City will notify Consultant in writing at least thirty (30) days in advance of such termination or reduction of Professional Services for lack of funds.

B. DISPUTE RESOLUTION

City and Consultant agree that disputes relative to the Professional Services will first be addressed by negotiations between the Parties. If direct negotiations fail to resolve the dispute, the Party initiating the claim that is the basis for the dispute may take such steps as it deems necessary to protect its interests;

provided, however, that notwithstanding any such dispute, Consultant will proceed with the Professional Services as per this Agreement as if no dispute existed, and City will continue to make payment for Consultant’s completed Professional Services; and provided further that no dispute will be submitted to arbitration without both Parties' express written consent.

C. OWNERSHIP OF CONSULTANT DOCUMENTS

Consultant will provide City a copy of all final Consultant Documents, including but not limited to prints, reproductions, reports, plans, specifications and related documents, which will become the property of City.

Consultant's copyrighted instruments will remain in the ownership of Consultant if Consultant identifies them by appropriate markings. If City has paid Consultant in full for its Professional Services, then City may reuse these final documents without any additional compensation or agreement of Consultant.