2-RFP-25-0107 Sponsorship Facilitation.pdf

REQUEST FOR PROPOSALS

FOR

SPONSORSHIP FACILITATION

DATE OF ISSUE: OCTOBER 24, 2025 BID NUMBER: RFP-25-0107

Proposals must be received online at Bonfire no later than:

December 8, 2025, 2025 at 10:00 AM (CST)

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

November 17, 2025, 2025 at 5:00 PM (CST) Questions will be addressed via addendum on to Bonfire.

Procurement Division PO Box 768

Olathe, KS 66051-0768 https://olatheks.bonfirehub.com/ https://olatheks.bonfirehub.com/

City of Olathe Sponsorship Facilitation

RFP-25-0107

I. INTENT

The City of Olathe is seeking a skilled firm to help facilitate sponsorship opportunities for events, festivals, programs and facilities primarily related to Parks and Recreation. This involves assessing current city initiatives, programs, events and facilities to find potential sponsorships and developing a strategic plan with attractive packages. The firm will focus on reaching out to potential sponsors whose values align with the city, facilitating initial meetings to create mutually beneficial partnerships. Detailed proposals will be tailored to each sponsor's interests, and engaging promotional materials will enhance communication. To ensure the success of these efforts, key metrics will be established to track effectiveness, with regular updates provided to stakeholders on outcomes and return on investment. Additionally, the firm is encouraged to bring fresh, innovative ideas to expand the city’s outreach and continuously improve strategies based on performance insights, all while staying aligned with the city's priorities and values.

II. OBJECTIVE

The aim of sponsorship facilitation services is to boost financial support for city initiatives by securing sponsorships that help fund community events, projects, and programs. By building partnerships with local businesses and organizations, the city seeks to enhance community engagement and involvement, ensuring these initiatives receive both financial support and local backing. These efforts also aim to increase brand visibility by aligning sponsorships strategically to highlight city projects, thereby raising public awareness and interest. It's important that all sponsorship opportunities align with the city’s strategic priorities and community values, ensuring consistency with overall goals and objectives.

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, 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 November 17, 2025 by 5:00 PM (CST).

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: 35 Points

• Firm Personnel: 35 Points

• Quality of Similar Work: 20 Points

• Fee Proposal: 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 tentative schedule for this process is listed below. All times are listed as Central Standard Time and are subject to change as necessary to allow for proper receipt and evaluation of proposals.

• Distribution of RFP October 24, 2025

• Questions to City by November 17, 2025, at 5:00 PM

• Proposals due to City December 8, 2025, at 10:00 AM

• Conduct Interviews Week of January 5, 2026

• City Council Approval Requested February 2026

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 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.

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.

ATTACHMENTS

Attachment Letter Return Read Only

A Vendor Response Form X

B City of Olathe Terms and Conditions X

C Sample Contract X

Attachment A

VENDOR RESPONSE FORM

Proposer Information:

Legal Name of Company: _____________________________________________________________________________

Doing Business As (if different): _______________________________________________________________________

Federal Tax ID Number: _______________________________________________________________________________

UEI # (Unique Entity Identifier, formerly DUNS): _________________________________________________________

Address: ____________________________________________________________________________________________

City, State, Zip Code: _________________________________________________________________________________

Contract Person: _____________________________________________________________________________________

Title: ________________________________________________________________________________________________

Phone number: ______________________________________________________________________________________

Email address: _______________________________________________________________________________________

Website: ____________________________________________________________________________________________

Company Structure and Experience:

Type of Legal Entity (Check one):

[ ] Corporation [ ] Limited Liability Company (LLC) [ ] Partnership [ ] Sole Proprietorship [ ] Other (Specify): ____________________________________________________

State of Formation/Incorporation: _________________________________________

Date Company Established (MM/DD/YYYY): ________________________________

Acknowledgement & Certifications:

1. Acknowledgement of Addenda: The undersigned Proposer acknowledges receipt of the following Addenda to this Request for Qualifications:

Addendum No. ______ Dated: ____________

(If no Addenda have been issued, please state "None". If more space is needed, please attach a separate sheet.)

2. General Certification: I hereby certify that the above information is true and correct to the best of my knowledge. I also certify that I hold the authority to contract with the City of Olathe and that this proposal, including all required forms and attachments, is submitted in full understanding and acceptance of all terms, conditions, and requirements set forth in this Request for Proposals.

Firm Name: ____________________________________________________ Authorized Representative Name (Printed): ________________________________________

Authorized Representative Signature: ______________________________________________

Title: ________________________________________________________ Date: ____________________________________

Attachment B

CITY OF OLATHE

INSTRUCTIONS TO RESPONDENTS AND GENERAL TERMS AND CONDITIONS

1. SCOPE: The instructions to respondents and general conditions apply to transactions for material, equipment, supplies or services with an estimated single or combined cost over $100,000.00. These conditions shall be in force unless otherwise modified by the City in this document. Respondents 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 thanhttps://olatheks.bonfirehub.com/. It is the sole responsibility of the respondents to ensure the completeness of the documents received from any 3rd party source other thanhttps://olatheks.bonfirehub.com/.

2. DEFINITIONS (AS USED HEREIN):

A. The term "Request for Proposals" means a solicitation of proposals. The acronym "BID" means Request for Proposals.

B. The term "respondents”, “supplier", “Contractor” or “respondent” means the person or organization responding to the Request for Proposals.

C. The term “Contractor/Respondent” means a person or organization who is the successful respondents and who enters into a contract with the City.

D. The term “change order” means a written order from the Procurement Manager directing the respondents to make changes to a contract.

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

F. The term “City Council” means the governing body of the City of Olathe.

3. SUBMISSION AND RECEIPT OF PROPOSALS: Proposals shall be submitted in accordance with the specific instructions contained in the BID document. Proposals must be received prior to the specified time of closing as designated in the BID. All references to time shall be Olathe, Kansas time. Late proposals will be rejected.

All proposals will be held in confidence until a contract recommendation has been made or all proposals are rejected. All materials submitted in response to this BID will become the property of the City and may be returned only at the City’s option and at the respondent’s expense.

Samples of items, when required, must be submitted within the time specified at no expense to the City. If not destroyed by testing, samples will be returned at the respondent's expense unless otherwise specified in the BID.

Failure to follow these procedures may be cause for rejection of proposal.

4. BID 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 BID document after the closing of the proposal. Failure to respond to the entire proposal may result in declaring the proposal as non-responsive and the proposal may be rejected.

Telephone, fax, e-mail, or verbal alterations of a proposal will not be accepted. A proposal that is in the possession of the Procurement Division may be altered only by submission of an alternate sealed proposal signed by the person authorized for responding, provided it is received prior to the time and date of closing.

Proposals may not be withdrawn after the BID closing time and date if a proposal mistake is based upon an error in judgment. If a nonjudgmental mistake, such as a math error, is suspected by the City or the respondent, the respondent shall request within two (2) business days of the BID closing for the City to consider verification of the mistake. Once a proposal has been verified, it shall be considered submitted as verified.

5. ACCEPTANCE OF OFFER: Proposals submitted shall be considered an offer on the part of the respondents; such offer shall be deemed accepted upon issuance by the City of a Purchase Order, Price Agreement, or other contractual document.

6. PRICING: Bidder proposes to furnish and deliver items ordered from this bid F.O.B. Olathe, Kansas. Pricing shall include all travel, shipping, freight, surcharges, and handling costs. Bidder signifies that they have read all bid documents and are providing detailed, expressed warranties with this bid. It shall be unacceptable for any bidder to make the statement "see specifications" instead of listing all exceptions and additions in the specifications of this bid document. Bidders shall enter unit pricing on https://olatheks.bonfirehub.com/ where indicated. Failure to provide any requested information may result in rejection of your bid.

7. FIRM PRICES: The respondents warrant that prices, terms, and conditions quoted in their proposal will be firm for acceptance for a period of not less than ninety (90) days from the closing date unless otherwise specified in the BID.

Such prices will remain firm for the period of performance of resulting purchase orders or contracts which are to be performed over a period of time.

8. F.O.B. OLATHE, KANSAS: Unless otherwise specified in the BID, all prices quoted by the respondents must be F.O.B.

Olathe, Kansas with all delivery, handling, surcharges, and other charges included in the proposed price. Failure to do so may cause rejection of proposal.

9. 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.

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

11. VARIATIONS OF SPECIFICATIONS: For purposes of evaluation, respondents must indicate any variances from stated specifications or requirements, terms or conditions, no matter how slight. If variations are not stated in the proposal, it will be assumed that the product or service fully complies with the City's specifications.

In the event that satisfactory proposals are not received, the City reserves the right to consider alternate proposals containing deviations from stated specifications as non-responsible.

12. QUALITY: Unless otherwise specified in the BID, all materials used in the manufacture or construction of supplies, materials, or equipment covered by this BID shall be new, of the latest make or model, the best quality, and highest-grade workmanship currently available.

13. ACCEPTANCE OF MATERIAL: The material delivered under this proposal shall remain the property of the respondents until a physical inspection and actual usage of this material and/or service is made, and thereafter is accepted to the satisfaction of the City. It must comply with the terms herein, and fully comply with the specifications. 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 respondents and return product to respondents at the respondent’s expense.

14. DELIVERY: Respondents shall indicate the number of days required to make delivery and provide installation or to complete service after receipt of a purchase order or contract. Delivery time may be considered in making an award.

15. COPYRIGHT OR PATENT RIGHTS: Respondents warrants 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 proposal and respondents agrees to hold the City harmless from any and all liability, loss or expense occasioned by any such violation.

16. TAXES: The City of Olathe is exempt from any taxes imposed by the State and Federal Government. Exemption certificates will be provided upon request; Kansas Tax Exempt No. KS6XLFHVA1, Exp. 10/01/2020.

17. CITY ORDINANCE #3.50.140 - LOCAL PREFERENCE STANDARDS: For supplies, materials, and equipment acquired through bids, where an award is to be made to the lowest responsive and responsible bidder, a bid from a local business may be selected over the lowest responsive and responsible bid only if:

A. The bid from the local business is responsive and responsible;

B. The quality, suitability, and usability of the supplies, materials, and/or equipment are equal to that of the lowest responsible bidder; and C. The amount of the bid of the local business does not vary more than two percent (2%) and does not exceed Five Thousand Dollars ($5,000) above the amount of the lowest responsible bid. Such a variance shall be calculated based on the total contract price.

The local preference described in this Section shall not apply to bids in which federal funds or other governmental funds are used when the use of such funds prohibits the application of local preference policies.

18. PERSONNEL PRACTICES: Respondents 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) precludes discrimination against any person in the performance of work under this contract because of race, religion, color, sex, national origin or ancestry; (2) require solicitations or advertisements for employees 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 ensure 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 respondents who are awarded a Class I Contract ($10,000 or more in aggregate) are required to complete a Questionnaire on Personnel Practices for the City’s Office of Fair Housing and Equal Opportunity, 200 West Santa Fe, Olathe KS 66061, 913-971-6493. Form must be completed and approved by the FHEO before contract for goods or services is in effect. Approved respondents will be issued a certification number by FHEO. Certification must be renewed annually.

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 respondents shall establish appropriate procedures and controls so no services or products in response to this BID will be performed or manufactured by any worker who is not legally eligible to perform such services or employment.

19. W-9 REQUIREMENT: The City of Olathe requires a Form W-9 (Request for Taxpayer Identification Number and Certification), updated annually, from all respondents that do business with the City of Olathe. The Form W-9 verifies the Tax Identification Number of the respondents so the City can correctly report to the IRS all funds paid to the respondents. A W-9 Form must be completed as a part of the respondent’s registration process on app.Negometrix.com. Form W-9 can also be found at http://www.irs.gov/pub/irs-pdf/fw9.pdf. No payment shall be made to respondents without a current W-9 form being filed with the City of Olathe.

http://app.negometrix.com/ http://www.irs.gov/pub/irs-pdf/fw9.pdf

20. 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 respondent of this solicitation process will, if at all possible, be by use of a VISA Purchasing Card.

21. 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 is every other Friday.

22. INVOICING All invoices submitted for payment must be itemized to include a detailed breakdown of all items, name of person who placed order, location of work to be performed and work order number and equipment unit number.

Invoices must not exceed original estimate unless prior authorization has been given by the department supervisor or their designee. The invoice shall be mailed to the attention of Accounts Payable, PO Box 768, Olathe KS 66051- 0768 or emailed to: apolathe@olatheks.org

INVOICES MUST BE SUBMITTED TO APOLATHE@OLATHEKS.ORG WITHIN 30 DAYS OF COMPLETED WORK. Failure to submit invoices in a timely manner may result in payments being delayed.

23. PAYMENT TERMS: The City of Olathe will only accept payment terms of Net 30 days.

Will your company accept the City’s VISA P-Card for payment without additional cost? Yes No:

24. COOPERATIVE PURCHASING BY OTHER INSTITUTIONS UNDER THIS CONTRACT: If the City of Olathe awarded you the proposed Contract, you hereby agree to sell, under the prices and terms of this Contract, to any Municipal, County, Public Utility, Hospital, or Educational Institution located within the Greater Kansas City Metropolitan Trade Area? (All deliveries are to be F.O.B. Destination and there shall be no obligations on the part of any member of such chapter to utilize this Contract).

(Check One) Yes No Minimum order if, applicable $ Pricing for cooperative purchases will remain in effect through

25. INDEMNITY: 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 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 City and its 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 Consultant or its subcontractors.

Comply: Exception:

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

27. 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:

A. Respondents 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.

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

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

mailto:apolathe@olatheks.org mailto:apolathe@olatheks.org mailto:APOLATHE@OLATHEKS.ORG

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

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

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

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

H. If any proposed increase is found unacceptable, the Procurement Manager reserves the right to cancel the contract upon fifteen (15) calendar days’ written notice.

I. Respondents must tie any price change clause to an industry-wide or otherwise nationally recognized index or some other form of verifiable document. Respondents 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.

J. 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.

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

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

By signing below, I hereby acknowledge that I have reviewed, understand, and agree to be bound by all terms and conditions set forth above.

By: ___________________________________________________

Printed Name: _________________________________________

Title: _________________________________________________

Firm Name: ___________________________________________

Address: ______________________________________________ http://www.olatheks.org/

Attachment C City of Olathe Sample 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. However, such reuse without written verification or adaptation by Consultant for the specific purpose intended by City will be at City's sole risk and without liability or legal exposure to Consultant. City does not take any responsibility for the reuse of documents by others.

D. INSURANCE

1. General: Consultant will maintain, throughout the duration of this Agreement, insurance (on an occurrence basis unless otherwise agreed to) of such types and in such amounts as required in Exhibit B (City of Olathe Insurance Requirements). Consultant will provide certificates of insurance and renewals thereof on forms acceptable to City and in the manner specified in Exhibit B. Consultant is required to promptly notify City of a material change or cancellation of any policy listed on the Certificate. ADD, if needed, any necessary language modifying insurance requirements such as Professional Liability or Cyber Liability.

2. Subcontractor’s Insurance: If a part of the Professional Services under this Agreement is to be sublet, Consultant will either (a) cover all subcontractors in its insurance policies, or (b) require each subcontractor not so covered to secure insurance which will protect subcontractor against all applicable hazards or risks of loss in the minimum amounts designated herein. If Consultant selects option (b), then Consultant agrees to provide the City’s Risk Manager a certificate of insurance acceptable to the Risk Manager at least seven (7) days prior to allowing the subcontractor to perform any Professional Services. Consultant agrees that any subcontractor providing Professional Services without providing a certificate of insurance acceptable to the City’s Risk Manager will immediately cease all services under this Agreement and will assume all financial risk associated with such failure thereto.

E. INDEMNITY

1. 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.

2. Indemnification and Hold Harmless: For purposes of this Agreement, subject to the Kansas Tort Claims

Act, K.S.A. 75-6101 et seq., Consultant agrees to indemnify, defend and hold harmless City and its 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 Consultant 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.

3. Comparative Fault & Contributory Negligence: It is a specific element of consideration of this

Agreement that the indemnity in Section V.D.2 will apply notwithstanding the joint, concurring or contributory or comparative fault or negligence of City or any Third Party and, further notwithstanding any theory of law including, but not limited to, a characterization of City's or any Third Party's joint, concurring or contributory or comparative fault or negligence as either passive or active in nature;

provided, however, that Consultant's obligation hereunder will not include amounts attributable to the fault or negligence of City or any Third Party for whom Consultant is not responsible.

4. Damage Limitations: The indemnification obligation contained in this Agreement will not be limited by any limitation on amount or type of damages, compensation or benefits payable by or for Consultant or its subcontractors, by the minimum insurance required by this Agreement, nor under workers' compensation acts, disability benefit acts, or other employee benefit acts.

5. Negligence by the City: Consultant is not required hereunder to defend City or its agents from assertions that they were negligent, nor to indemnify and hold them harmless from liability based on City’s negligence.

F. AFFIRMATIVE ACTION/OTHER LAWS

1. Kansas Act Against Discrimination: During the performance of this Agreement, Consultant agrees that:

a. Consultant will observe the provisions of the Kansas Act Against Discrimination (K.S.A. 44-1001 et seq.) and will not discriminate against any person in the performance of work under the present contract because of race, religion, color, gender, disability, national origin, ancestry, or age;

b. in all solicitations or advertisements for employees, Consultant will include the phrase, "equal opportunity employer," or a similar phrase to be…