Engineering Services - Spencer Creek Bank Stabilization at Sensory Trail.pdf

City of St. Peters, Missouri One St. Peters Centre Boulevard P. O. Box 9 St. Peters, Missouri 63376

Request for Engineering Service Qualifications

Purpose: The City of St. Peters is seeking professional engineering services for Spencer Creek Bank Stabilization at Sensory Trail.

RFQ No.

RFQ Available:

26-182 - Spencer Creek Bank Stabilization at Sensory Trail

July 29, 2026

Deadline for Submissions:

2:00 PM local time August 19, 2026 Late or faxed Qualifications will be rejected.

Submit Qualification To: bids@stpetersmo.net

Special Instructions: • List “26-182 - Spencer Creek Bank Stabilization at Sensory Trail” in the subject line along with the Engineer’s name

• Submit technical qualifications as specified

• Submit Affidavit of Compliance with the Federal Work Authorization

Program – the original to be mailed to:

City of St. Peters Attention: Purchasing One St. Peters Centre Blvd St. Peters, MO 63376

• Submit a copy of your E-Verify Memorandum of Understanding (MOU)

Direct All Inquiries to: bids@stpetersmo.net with “26-182 - Spencer Creek Bank Stabilization at Sensory Trail” in the subject line. The last time for questions is before noon local time, August 7, 2026.

mailto:bids@stpetersmo.net

TABLE OF CONTENTS

DESCRIPTION PAGE

General Information 1

Appendix A: Draft Agreement 9

Attachment A: Scope of Services 19

Attachment B: Compensation 20

Attachment C: City’s Responsibilities 21

Appendix B: Affidavit Enrollment in Federal Work Authorization Program 22

Appendix C: Preliminary Design Alternatives 24

GENERAL INFORMATION

FOR ENGINEERING SERVICES

26-182 - SPENCER CREEK BANK STABILIZATION AT SENSORY TRAIL

1.0 GENERAL

The City of St. Peters is soliciting qualifications for Engineering Design Services for the stabilization of the existing Spencer Creek bank near the boardwalk of Sensory Trail at Ollie’s Fun Forest (located at 101 City Centre Park Drive, just west of City Hall). The planned work should be based on the Engineer’s recommendation of one of the four preliminary design alternatives, as shown in Appendix C.

The CITY will select one qualified ENGINEER based on submitted Statements of Qualifications and Proposals to perform all tasks as described in this document. Once a ENGINEER is selected a contract will be negotiated based on a mutually agreed upon scope of services.

All responses, inquiries, or correspondence relating to, or in reference to, this request, and all reports, charts, displays, schedules, exhibits and other documentation by the respondents received by the City shall be public records subject to disclosure pursuant to Chapter 610, RSMo. The City retains the right to use any or all system ideas presented in any response, whether amended or not. Selection or rejection of the respondent does not affect this right.

2.0 INSTRUCTIONS FOR SUBMITTING QUALIFICATIONS

The ENGINEER shall prepare a Technical Qualification with an estimate of total staff hours required for each phase of the project as outlined in Section 6 of this Request for Qualification and further described in Appendix A, (Attachment A) Scope of Services. The ENGINEER shall submit the qualification to bids@stpetersmo.net and “26-182 - Spencer Creek Bank Stabilization at Sensory Trail” in the subject line. The qualification must be received by the City of St. Peters Purchasing Department by 2:00 PM local time, August 19, 2026

2.1 TECHNICAL QUALIFICATION

The Technical Qualification shall include a schedule of tasks and projected work plan for the project. It shall also include discussions of any proposed modifications, or revisions to the scope of services. The Technical Qualification shall consist of the following information, presented in the order that follows.

1. Transmittal Letter

2. Introduction

3. General Business Information:

a. Identity of ENGINEER and legal status.

b. Name, address, and telephone number of contact person and person legally authorized to enter into a contract on behalf of the ENGINEER.

c. Description of insurance coverage and deductibles (refer to Section 9 for listing of minimum requirements).

4. Project Understanding - include the following:

a. Provide a statement of the ENGINEER’s understanding of the major challenges and opportunities included in the project, as well as the ENGINEER’s basic ideas for addressing these issues.

26-182 - Spencer Creek Bank Stabilization at Sensory Trail 1

5. Qualifications of ENGINEER / Professional Registration:

a. Experience of ENGINEER and project team specifically on similar projects; include the names of clients, brief project description and the project team’s involvement in the project.

b. Describe what expertise the ENGINEER, the project team, and any sub-consultants will bring to the project.

6. Project Approach and Schedule –include the following:

a. Include a listing and description of the major phases or tasks to be performed during the project, and identify key staff (or sub-consultants) that will be assigned to these phases or tasks.

b. Include an estimate of the hours required to complete the project, categorized by the level of Engineer staff performing the work in each phase.

c. Include an organizational chart for the project, indicating key personnel and their primary responsibilities.

d. Include resumes of the key personnel highlighted on the project organizational chart.

e. Provide a proposed schedule for the project, in calendar days, including earliest anticipated start date, estimated time for completion of tasks and project, and suitable review time.

f. Indicate the location of the office(s) where various project services are to be performed. The level of staffing dedicated to the local office shall be clearly identified.

7. Quality Assurance / Quality and Cost Control:

a. Describe the ENGINEER’s quality assurance/quality control policies and procedures and describe how they will relate to the project.

b. Provide comparisons of original engineering proposal to actual final engineering costs for similar projects that have been constructed in the last 5 years. The ENGINEER may provide justification for any discrepancies that may exist with this information.

c. Provide comparisons of engineer’s cost estimate to actual construction costs for similar projects that have been constructed in the last 5 years. The ENGINEER may provide justification for any discrepancies that may exist with this information.

3.0 ENGINEER SELECTION METHOD

The method of final selection of the ENGINEER for the project will be based upon review of the Technical Qualification conducted by the CITY review committee. The CITY reserves the right to reject any or all qualifications for any reason. The selection process used by the CITY will generally consist of the following:

1. Review and evaluation of the Technical Qualifications using the following criteria:

• Understanding of project scope.

• Project approach and schedule.

• Experience performing similar projects, including information supplied by references.

• Qualifications and experience of the proposed project team.

• Quality Assurance

• The CITY’s previous experience with the ENGINEER and members of the proposed design team, including technical ability, control of costs, quality of work, availability, ability to meet schedules, and responsiveness, will all be considered in the selection of the ENGINEER.

26-182 - Spencer Creek Bank Stabilization at Sensory Trail 2

2. From this review, the CITY will rank each Technical Qualification in order to determine the most qualified ENGINEERS. From this group, the CITY will select the ENGINEER it considers the best qualified for the project and begin negotiations for an engineering services agreement for the project.

3. If the CITY is unable to negotiate a satisfactory contract with the ENGINEER selected for the project, negotiations with that firm shall be terminated. The CITY will then undertake negotiations with the second ranked ENGINEER for the project.

4. If the CITY is unable to negotiate a contract with any of the selected ENGINEERS, the CITY shall reevaluate the necessary services, including the scope and reasonable fee requirements, and again compile a list of qualified ENGINEERS.

5. The final engineering service agreement for the project will be on a “lump sum” basis with a guaranteed maximum limit for all services indicated in the qualification for that project.

4.0 BACKGROUND

Ollie’s Fun Forest was built in 2022 and includes a fully inclusive and ADA-compliant playground.

In 2024 an accessible trail system was added to the Ollie’s Fun Forest that included a raised boardwalk around a large Burr Oak tree near the left descending bank of Spencer Creek. The goal of this design is to stabilize the creek channel bank to protect the large Bur Oak tree and the park improvements from bank erosion.

A preliminary investigation was completed in 2022 by Midwest Streams to determine options to improve the bank stability of Spencer Creek in this area, stabilizing the bank to protect the existing large Burr Oak Tree and park improvements. The preliminary investigation found Spencer Creek has a very sharp bend of about 180 degrees at this location with a radius of 50 to 60 ft. The preliminary investigation produced four concept level alternatives for treatment of this channel reach. A copy of the four treatment alternatives has been included in Appendix C for reference.

The full concept report will be provided to assist the awarded ENGINEER.

5.0 CITY OF ST. PETERS RESPONSIBILITIES

The CITY shall provide the following services to assist the ENGINEER:

1. Provide information as to the requirements of the project.

2. Assist the Engineer by providing existing CITY information, records, and reports pertinent to the project.

3. Furnish the Engineer, as required for performance of the services, data prepared by others, which the Engineer may use at their discretion subject to their verification, provided that such data is specifically required to be provided by the CITY.

4. Provide access to and make provisions for the Engineer to enter upon City and other public and private properties required to perform the services. The ENGINEER shall notify the CITY with sufficient advance notice in writing of any request to enter private property so that the CITY may obtain or confirm the existence of appropriate rights of entry.

5. Provide suitable rooms in CITY facilities to the Engineer to conduct progress meetings and workshops.

6. Review all studies, reports, sketches, drawings, specifications, proposals, and other documents presented by the Engineer and render in writing decisions pertaining thereto within reasonable time so as not to delay the service of the Engineer.

7. Endeavor to give notice to the Engineer whenever the City observes or otherwise becomes aware of a defect in the project or changed circumstances; provided however, that the failure of the CITY to provide such notice to the Engineer shall in no way affect the ENGINEER’s

26-182 - Spencer Creek Bank Stabilization at Sensory Trail 3 obligations under this Agreement, nor shall such failure relieve the ENGINEER from any liability for its failure to discover and correct any such fault, defect, error, omission, or inconsistency.

6.0 ENGINEER’S RESPONSIBILITIES

PROJECT DESIGN AND BID DOCUMENTS

The ENGINEER shall provide all necessary information to construct the required improvements.

The design shall include the following items as a minimum:

6.1 DESIGN MEMORANDUM

The ENGINEER shall attend a pre-design meeting with CITY staff to discuss in detail the scope of the project. After the pre-design meeting, the ENGINEER shall prepare a design memorandum discussing the project. At a minimum the design memorandum shall cover each item listed in the project scope of services.

6.2 REVIEW AND CONFIRM EXISTING DATA

The ENGINEER shall review available data and provide a memorandum to CITY outlining the sustainability of the existing data to support the project goals, additional data needs and next steps and anticipated results

6.3 EXISTING CONDITIONS SURVEY

The ENGINEER shall perform topographic and design surveys as required for the preparation of the design plans. Such field surveys shall include, but not be limited to:

1. Establish horizontal and vertical control points, suitable for construction of the project. Tie vertical control to both GPS Monuments and Flood Insurance Study benchmarks.

2. Locate all visible public utilities and contact all utility companies within the project area to obtain information concerning line locations, both horizontally and vertically.

3. Obtain top and flow line elevations, size of pipe, structures and length of existing storm sewer pipe within the project areas. Locate all other pertinent features, as appropriate, to include trees 8” diameter and larger, fences, sheds, etc.

6.4 COORDINATION WITH PUBLIC INFORMATION MEETING

The ENGINEER shall assist the CITY with coordinating the planned improvements with other agencies which may include attending meetings, Board of Alderman meetings, and/or the like as requested by the CITY and shall incorporate all minor design changes as a result of such meetings.

ENGINEER attendance shall be limited to one (1) such meeting. Such meetings shall be used as a forum to disseminate preliminary information regarding the project goals, gather information and feedback from other city-departments regarding improvements or providing assistance with permitting agencies.

6.5 COORDINATION WITH REGULATORY AGENCIES

The ENGINEER shall assist the CITY with coordinating the regulatory agencies. The CITY will acquire the USACE 404 and MDNR 401 permits, by using data completed by ENGINEER with limited assistance from the ENGINEER. ENGINEER will be responsible for obtaining any required floodplain permits.

City staff previously coordinated a site visit with USACE to view the area, discuss the four concepts shown in Appendix C, and provide regulatory guidance. City staff recently confirmed with USACE, all four concepts would likely remain within limits of Nationwide Permit #13 for Bank Stabilization projects. However, due to the nature of channelizing shown in Option 1, an individual water quality certification would likely be required for that concept.

26-182 - Spencer Creek Bank Stabilization at Sensory Trail 4

6.6 CONCEPTUAL DESIGN PLANS

The ENGINEER shall review the existing concepts shown in Appendix C. The ENGINEER can also propose a new solution. The ENGINEER and CITY will have a meeting prior to the start of the conceptual design plan preparation to review the design alternatives. After review with the CITY the ENGINEER shall submit concept plans for each accepted bank stabilization option. The Concept plan shall show the general nature of the proposed improvements for the project and shall include, but not be limited to the following items:

1. Plan sheets of existing conditions, property lines, and a plan and profile view showing the layout of proposed stream bank/channel improvements.

2. Location of all utilities and property lines. Include names of property owners, parcel addressed, and the Book/Page numbers on which their deed is recorded.

6.7 PRELIMINARY DESIGN PLANS (30% DESIGN PLANS)

Once the City chooses a concept plan the ENGINEER shall prepare preliminary design plans that show the general nature of the proposed improvements for the project, for use in gathering feedback from CITY . The plans should be drawn to a horizontal scale of 1”=20’ and a vertical scale of 1”=5’ on 22” x 34” plan sheets. The plans shall include, but not be limited to the following list of items:

1. Plan sheets of existing conditions, property lines, proposed improvements, and planting plan.

2. Typical sections, cross-sections and details of all improvements.

3. Location of all utilities and property lines. Include names of property owners, parcel addresses and the Book/Page numbers on which their deed is recorded.

4. Approximate limits of construction, construction access, permanent drainage easements

(if any) and additional temporary easement requirements (if any).

5. Approximate earthwork computations.

6. Plan and profile sheets showing layout of creek channel improvements, existing and proposed creek channel slopes and cross-sections, and typical details

7. In addition, ENGINEER shall provide preliminary hydrologic design calculations and preliminary construction cost estimates.

6.8 90% FINAL PLANS AND SPECIFICATIONS

Based on the approved preliminary plans, the ENGINEER shall prepare 90% Final Plans and

Specifications. This submittal shall include at a minimum:

a. Full set of construction drawings, including summary of quantities, standard details, cross-sections, planting details, and easement sheets.

b. Final hydrologic calculations

c. Final construction cost estimate

d. Final design – plan and profile sheets showing layout of creek channel improvements, existing and proposed creek channel slopes and cross-sections, details of all channel improvements .

e. Complete set of specifications and bid documents, utilizing the CITY’s standard construction document package.

6.9 FINAL (IFC) PLANS, SPECIFICATIONS AND BID DOCUMENTS TO BE APPROVED

After approval of the 90% Final Plans, the ENGINEER shall prepare one set of 22”x34” paper sets of final construction plans, and electronic copies of all plan sheet files, all legal descriptions, exhibits, specifications, manuals and bid documents.

6.10 BID PHASE SERVICES

The ENGINEER shall include hours in the scope of work to assist the CITY during the bid phase of the project. Scope to include but not be limited to the following services as needed: bid evaluation, response to contractor bid questions, and bid alternative submittal analysis.

26-182 - Spencer Creek Bank Stabilization at Sensory Trail 5

7.0 TENTATIVE SCHEDULE

The following is a tentative design schedule for this project, any variance from this schedule shall be discussed in the ENGINEER’s Project Approach.

Issue Request for Proposals July 29, 2026 Receive Proposals August 19, 2026 Award Contract(s) October 11, 2026 Project Startup Meeting November 7, 2026 Submit Concept Plans January 13, 2027 Submit Preliminary Plans (30% Design) 60 days after concept plan approval Submit 90% Plans & Specifications 90 days after prelim plan approval Final Deliverables 30 days after 90% approval

8.0 INVOICING

The ENGINEER shall present an invoice to the CITY’s Accounts Payable Department with each required submittal for services rendered and expenses resulting there from. The invoice shall include the following information:

1. Submittal record.

2. Description of services provided to date.

3. Description of services pending.

4. Amount of basic services fee.

5. Amount of optional services fee.

6. Total Amount.

Additional invoicing and payment information can be found in the Sample Agreement

9.0 INSURANCE REQUIREMENTS

ENGINEER shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder by the ENGINEER, his agents, representatives, employees or subcontractors, including those insurance coverages set forth below. All such insurance policies shall name the CITY as an additional insured with the exception of the Workers’ Compensation/Employer’s Liability Policy and Professional Errors and Omissions Insurance, with a subrogation waiver on all policies except Professional Liability. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, or by such other method approved by the CITY, has been given to the CITY. The cost of such insurance shall be included in the ENGINEER’S proposal.

9.1 MINIMUM LIMITS OF INSURANCE

ENGINEER shall maintain limits no less than:

1. Workers’ Compensation for statutory limits and Employer’s Liability minimum $500,000 limit.

2. Comprehensive General Liability to cover claims which may arise from operations under this contract. The policy shall include, but not be limited to, protection for the following hazards:

a. Premises and Operations-Bodily Injury and Property Damage Liability

b. Independent Contractors Coverage

c. Products & Completed Operations liability coverage

d. Personal Injury/Advertising Injury Liability

e. Broad Form Property Damage

f. Contractual Liability

g. Explosion, collapse and underground damage, if applicable

26-182 - Spencer Creek Bank Stabilization at Sensory Trail 6

The above policy shall be written with limits of at least $1,000,000 each occurrence and $2,000,000 aggregate.

3. Business Automobile Policy (Comprehensive Automobile Liability Insurance) provides coverage for all owned, non-owned and hired vehicles. Minimum limits should be at least $1,000,000 Each Occurrence Bodily Injury Liability and Property Damage Liability.

4. Umbrella/Excess Liability – Limit of $1,000,000 which will be excess f the primary limits for General Liability, Auto Liability and Employer Liability.

5. Professional Errors and Omissions Insurance: If CONSULTANT is an architect, engineer, surveyor, ENGINEER agrees to obtain Professional Errors and Omissions Insurance. ENGINEER shall also require all professional subcontractors to obtain and maintain similar insurance with similar limits in connection with subcontracted work. Limit of Liability should be no less than $2,000,000 Per Claim/$2,000,000 Annual Aggregate.

9.2 DEDUCTIBLES AND SELF-INSURED RETENTIONS

Any deductibles or self-insured retentions must be declared to and approved by the CITY. At the option of the CITY, either; the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials and employees; or the ENGINEER shall procure a bond guaranteeing payment of losses and related investigations, claim administrative and defense expense.

9.3 OTHER INSURANCE PROVISIONS

The ENGINEER shall also obtain and pay for insurance policies that contain, or are endorsed to contain, the following provisions:

1. ENGINEER'S Contingent or Protective Liability and Property Damage to protect the ENGINEER from any and all claims arising from the operations of subconsultant employed by the ENGINEER.

2. The coverage shall be for a minimum of $2,000,000 unless otherwise stated in the Contract Documents, and shall contain no special limitations on the scope of protection afforded to the CITY, its officers, officials, employees or volunteers.

3. The ENGINEER’s insurance coverage SHALL BE PRIMARY INSURANCE as respects the CITY, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the CITY, its officers, officials, employees or volunteers shall be excess of the ENGINEER’s insurance and shall not contribute with it.

4. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the CITY, its officers, officials, employees or volunteers.

5. The ENGINEER's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

9.4 ACCEPTABILITY OF INSURERS

Insurance is to be placed with insurers with a Bests' rating of no less than A:VI.

9.5 VERIFICATION OF COVERAGE

ENGINEER shall furnish the CITY with certificates of insurance. The certificates for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf, and are to be received and approved by the CITY before work commences. The CITY reserves the right to require complete, certified copies of all required insurance policies, at any time.

26-182 - Spencer Creek Bank Stabilization at Sensory Trail 7

9.6 SUBCONSULTANTS

ENGINEER shall include all subconsultants as insureds under its policies or shall furnish separate certificates of each subconsultant. All coverages for subconsultants shall be subject to all of the requirements stated herein.

26-182 - Spencer Creek Bank Stabilization at Sensory Trail 8

APPENDIX A

AGREEMENT FOR ENGINEERING SERVICES

26-182 - SPENCER CREEK BANK STABILIZATION AT SENSORY TRAIL

This Agreement, entered into in the City of St. Peters, County of St. Charles, State of Missouri this day of _________, is by and between the City of St. Peters, Missouri, a Missouri municipal corporation, hereinafter referred to as CITY, and INSERT NAME., a Missouri corporation, hereinafter referred to as ENGINEER.

WITNESSETH:

WHEREAS, the CITY is seeking professional and technical services to complete 26-182 - Spencer Creek Bank Stabilization at Sensory Trail (the PROJECT); and

WHEREAS, the ENGINEER has submitted a proposal to provide professional and technical services, and

WHEREAS, the CITY and the ENGINEER have held subsequent meetings after the submittal of the proposal to define the terms and conditions of such professional and technical services, which terms and conditions are specified herein.

NOW THEREFORE, in consideration of the foregoing recitals and the terms and conditions of such professional and technical services, which terms and conditions are specified herein.

ARTICLE 1 – GENERAL

The ENGINEER shall serve as the CITY’S professional and technical representative in providing professional engineering services for the PROJECT and shall also provide consultation and advice to the CITY during the performance of these services.

ARTICLE 2 – DEFINITIONS

The meaning and intent of the following terms in this Agreement shall be as follows:

2.1 COST: Includes direct labor expense, plus a percentage of direct labor expense for total indirect costs, plus other direct costs at actual out-of-pocket expense.

2.2 DIRECT LABOR EXPENSE: Includes the direct compensation payable to employees for time specifically chargeable to the PROJECT, with the average hourly labor rate being the annual direct compensation divided by 2,080.

2.3 FIXED FEE: A dollar amount to compensate the ENGINEER for contingencies, interest on invested capital, professional expertise, readiness to serve, risk management, other non-reimbursable costs, and profit. The amount varies with the complexity and size of a given project and the scope of the engineering services required. The fee shall be calculated as a percentage of the total initial contractual sum of direct labor expenses, other direct costs and total indirect costs chargeable to the PROJECT.

2.4 OTHER DIRECT COSTS: Includes such items as subcontract expenses, computer run time and CADD charges, special equipment rental, special material purchases, reproduction costs, mileage, traveling expenses, and living costs for personnel on assignment away from their home office, and other incidental expenses directly chargeable to the PROJECT, charged at actual cost to the ENGINEER.

2.5 TOTAL INDIRECT COSTS: Includes labor overhead and general and administration overhead costs. Overhead expenses shall also include costs of all required insurance, including

26-182 - Spencer Creek Bank Stabilization at Sensory Trail 9 professional liability coverage for the project. Labor overhead includes allowances for sick leave, vacation and holiday, plus unemployment, excise and other payroll taxes; and statutory and usual contributions for Social Security; Worker's Compensation Insurance, retirement benefits, and medical and other insurance benefits. General and administrative overhead costs shall include costs of preparing proposals for the PROJECT and also consist of costs not directly identifiable with any specific project and include allowable general corporate overhead such as office rent, accounting and insurances. The provisional rate for total indirect costs indicated in the attached proposal is for use during the performance of this contract. The provisional rate may be revised by mutual consent of the parties if such a rate varies significantly from the actual rate experienced during the period of performance under this Agreement.

ARTICLE 3 - SERVICES TO BE PERFORMED BY ENGINEER

ENGINEER shall perform the Services described in Attachment A, Scope of Services. ENGINEER shall have no liability for defects in the Services attributable to ENGINEER'S reliance upon or use of data, design criteria, drawings, specifications, or other information that the City is required to furnish under this Agreement; provided that such reliance is reasonable and not a breach of any contractual obligation, warranty or standard of care under this Agreement.

ARTICLE 4 - COMPENSATION

CITY shall pay ENGINEER the amounts stated in Attachment B, Compensation, subject to a 5% retention until satisfactory final completion of the Services. Prices quoted are firm for the duration of the Project. CITY shall not be liable for any taxes assessed against the ENGINEER’s income.

Requests for progress payments for services rendered will be made by the ENGINEER monthly as the work progresses by the ENGINEER submitting a correctly detailed invoice for work performed prior to the request for payment, along with all other required submittals, all in accordance with the terms of this Agreement.

All invoices, payroll records, supporting documentation, and payment certifications shall be submitted to the Accounts Payable Department, City Hall, One St. Peters Centre Blvd., P O Box 9, St. Peters, Missouri 63376 who will forward to the Project Manager (the CITY staff official in charge of the Project). For purposes of payment, the ENGINEER’s invoices and requests for payment shall be deemed to be duly delivered to the CITY ten days after the CITY’s Project Manager certifies to the CITY Accounts Payable Department that the invoice is for a correct amount, was properly submitted in accordance with the contract documents, and that all required and necessary supporting documents required by the contract or requested by the CITY have been submitted by the ENGINEER to support the invoice.

The CITY’s Project Manager shall act on the ENGINEER’s payment request by either:

a. Approving the request for payment as submitted

b. Approving a lesser amount that the Project Manager determines is due the

ENGINEER, informing the ENGINEER in writing of his reasons for approving the amended amount.

c. Rejecting the request for payment, informing the ENGINEER in writing of his reasons for rejecting it.

If there are errors in the invoice, it is not for a proper amount, additional supporting information is required by the CITY, or there are other defects in the invoice, the CITY’s Project Manager shall return the invoice to the ENGINEER with a request to correct the errors. The invoice will not be deemed to be duly delivered until the errors are corrected, additional requested information is supplied, and the City staff official in charge of the Project certifies to the CITY Accounts Payable Department that the invoice is for a correct amount, was properly submitted in accordance with the contract documents, and that all required and necessary supporting documents required by the contract or requested by the CITY have been submitted by the ENGINEER to support the invoice.

26-182 - Spencer Creek Bank Stabilization at Sensory Trail 10

Within thirty (30) calendar days from the date that the ENGINEER’s invoice or amended invoice is duly delivered to the CITY, the CITY shall either:

a. Pay the request for payment as certified by the CITY’s Project Manager.

b. Pay such other amount as the CITY determines is actually due the ENGINEER, informing the ENGINEER and the Project Manager in writing of his reasons for paying the amended amount.

c. Reject the invoice and inform the ENGINEER and the Project Manager in writing of the reasons for rejecting the invoice.

The City may withhold payment in whole or in part on a request for payment or invoice because of, but not limited to, the following reasons, even if such reasons are discovered subsequent to approval of a request for payment by the CITY’s Project Manager or the CITY.

a. Defective work or material not remedied.

b. Evidence indicating the probable filing of claims by other parties against the

ENGINEER or against the CITY because of the ENGINEER’s work.

c. Failure of the ENGINEER to make payments to subcontractors, consultants, material suppliers, or labor.

d. Damage to the CITY’s or another’s property or work.

e. Unsatisfactory job progress;

f. Disputed work;

g. Failure to comply with any material provision of the contract;

h. Reasonable evidence that a subcontractor, consultant, or material supplier cannot be fully compensated under its contract with the ENGINEER for the unpaid balance of the contract sum;

i. Citation by the enforcing authority for acts of the ENGINEER or its consultants or subcontractors that do not comply with any material provision of the contract or that result in a violation of any federal, state or local law, regulation or ordinance applicable to that Project causing additional costs, delays, or damages to the CITY;

j. Funds from a State grant are not timely received by the CITY;

k. Failure to fulfill any condition precedent to payment;

l. Failure to provide all appropriate, requested, or required documentation and certifications in complete and acceptable form; or

m. Any other cause or reason permitted by law.

Only properly submitted invoices for valid charges will become due and payable.

The ENGINEER may submit an invoice at substantial completion of the Services requesting that the CITY pay ninety-eight percent of the retainage, less any offsets or deductions authorized in this Agreement or otherwise authorized by law. “Substantial Completion” means that point where all of the Services have been performed and accepted by the CITY except for the delivery of the completed final product. If the CITY determines the work is not substantially completed and accepted, then the CITY shall provide a written explanation of why the work is not considered substantially completed and accepted within fourteen calendar days of the date that the substantial completion invoice is duly delivered to the CITY. If there are any remaining minor items to be completed at substantial completion, an amount equal to one hundred fifty percent (150%) of the value of each item as determined by the CITY shall be withheld until such items are fully and finally completed.

The ENGINEER may submit a final invoice upon the satisfactory completion of all the Services required by this Agreement. The CITY shall make final payment of all moneys owed to the ENGINEER, including any retainage withheld under this Agreement, less any offsets or deductions authorized in the contract or otherwise authorized by law, within thirty days of the due date. The final payment due date shall be the date of the earliest of the following events:

26-182 - Spencer Creek Bank Stabilization at Sensory Trail 11

a. Completion of the Project and filing with the CITY of all required documentation and certifications, in complete and acceptable form, in accordance with the terms and conditions of the contract;

b. The Project is certified by the CITY as having been completed, including the filing of all documentation and certifications required by the contract, in complete and acceptable form.

As part of the documentation and certifications required for final payment, the ENGINEER must also provide to the CITY the following:

a. Written certification and verification by the ENGINEER and any consultants and subcontractors that the ENGINEER has made all payments to any subconsultants or subcontractors used to complete the Project and there are no outstanding claims by or against them;

b. Certification from the CITY’s Project Manager that the Project is fully and finally complete with no other work remaining to be performed, and no claims arising from or related to the ENGINEER’s Services are outstanding;

c. Certification from the CITY’s Project Manager that the final invoice is for the proper amount; and

d. All funds from state or federal sources for the Project have been received by the

CITY.

No additional services or overtime services shall be payable by the CITY unless the CITY has approved them in writing as an Amendment as additional services for an additional fee before those services are provided. Any adjustments to the rates and amounts of ENGINEER's compensation shall be negotiated in good faith. CITY agrees to pay for such additional services or extra work only if the Engineer specifies it as extra work to be performed for an extra fee in advance of the work being formed. No request for payment for extra work shall be valid unless it has been accepted in compliance with RSMo. §432.070. The CITY shall not be obligated to pay any sums beyond the stated not-to-exceed price unless the CITY agrees to do so after the execution of this Agreement in compliance with RSMo. §432.070.

ARTICLE 5 - CITY'S RESPONSIBILITIES

CITY shall be responsible for all matters described in Attachment C, City's Responsibilities. CITY shall not be responsible for discovering deficiencies in the technical accuracy of Engineer's services. Engineer shall correct deficiencies in its Services without compensation, unless such corrective action is directly attributable to deficiencies in CITY-furnished information.

ARTICLE 6 – INSURANCE REQUIREMENTS

ENGINEER shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder by the ENGINEER, his agents, representatives, employees or subcontractors, including those insurance coverages set forth below. All such insurance policies shall name the CITY as an additional insured with the exception of the Workers’ Compensation/Employer’s Liability Policy and Professional Errors and Omissions Insurance, with a subrogation waiver on all policies except Professional Liability. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, or by such other method approved by the CITY, has been given to the CITY. The cost of such insurance shall be included in the ENGINEER’S proposal.

6.1 MINIMUM LIMITS OF INSURANCE

ENGINEER shall maintain limits no less than:

26-182 - Spencer Creek Bank Stabilization at Sensory Trail 12

1. Workers’ Compensation for statutory limits and Employer’s Liability minimum

$500,000 limit.

2. Comprehensive General Liability to cover claims which may arise from operations under this contract. The policy shall include, but not be limited to, protection for the following hazards:

a. Premises and Operations-Bodily Injury and Property Damage Liability

b. Independent Contractors Coverage

c. Products & Completed Operations liability coverage

d. Personal Injury/Advertising Injury Liability

e. Broad Form Property Damage

f. Contractual Liability

g. Explosion, collapse and underground damage, if applicable

The above policy shall be written with limits of at least $1,000,000 each occurrence and $2,000,000 aggregate.

3. Business Automobile Policy (Comprehensive Automobile Liability Insurance) provides coverage for all owned, non-owned and hired vehicles. Minimum limits should be at least $1,000,000 Each Occurrence Bodily Injury Liability and Property Damage Liability.

4. Umbrella/Excess Liability – Limit of $1,000,000 which will be excess f the primary limits for General Liability, Auto Liability and Employer Liability.

5. Professional Errors and Omissions Insurance: If ENGINEER is an architect, engineer, surveyor, or consultant, ENGINEER agrees to obtain Professional Errors and Omissions Insurance. ENGINEER shall also require all professional subcontractors to obtain and maintain similar insurance with similar limits in connection with subcontracted work. Limit of Liability should be no less than $2,000,000 Per Claim/$2,000,000 Annual Aggregate.

6.2 DEDUCTIBLES AND SELF-INSURED RETENTIONS

Any deductibles or self-insured retentions must be declared to and approved by the CITY. At the option of the CITY, either; the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials and employees; or the ENGINEER shall procure a bond guaranteeing payment of losses and related investigations, claim administrative and defense expense.

6.3 OTHER INSURANCE PROVISIONS

The ENGINEER shall also obtain and pay for insurance policies that contain, or are endorsed to contain, the following provisions:

1. ENGINEER'S Contingent or Protective Liability and Property Damage to protect the ENGINEER from any and all claims arising from the operations of subconsultant employed by the ENGINEER.

2. The coverage shall be for a minimum of $2,000,000 unless otherwise stated in the Contract Documents, and shall contain no special limitations on the scope of protection afforded to the CITY, its officers, officials, employees or volunteers.

3. The ENGINEER’s insurance coverage SHALL BE PRIMARY INSURANCE as respects the CITY, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the CITY, its officers, officials, employees or volunteers shall be excess of the ENGINEER’s insurance and shall not contribute with it.

26-182 - Spencer Creek Bank Stabilization at Sensory Trail 13

4. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the CITY, its officers, officials, employees or volunteers.

5. The ENGINEER's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

6.4 ACCEPTABILITY OF INSURERS

Insurance is to be placed with insurers with a Bests' rating of no less than A:VI.

6.5 VERIFICATION OF COVERAGE

ENGINEER shall furnish the CITY with certificates of insurance. The certificates for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf, and are to be received and approved by the CITY before work commences. The CITY reserves the right to require complete, certified copies of all required insurance policies, at any time.

6.6 SUBCONSULTANTS

ENGINEER shall include all subconsultants as insureds under its policies or shall furnish separate certificates of each subconsultant. All coverages for subconsultants shall be subject to all of the requirements stated herein.

ARTICLE 7 – COVENANT AGAINST CONTINGENT FEES

The ENGINEER warrants that they have not employed or retained any company or person, other than a bonafide employee working for their company, to solicit or secure this contract, and that they have not paid or agreed to pay any company or person, other than a bonafide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or making of this contract. For breach or violation of this warranty, the CITY shall have the right to rescind this contract without liability.

ARTICLE 8 – INTELLECTUAL PROPERTY -- OWNERSHIP OF DOCUMENTS -- REUSE OF

DOCUMENTS

All original documents, studies, drawings, maps and plans prepared by the ENGINEER for the project , and all right, title and interest, including all rights under federal and state copyright and intellectual property laws in the drawings, specifications, reports, plans, analyses, and other documents prepared by the ENGINEER for this Project (collectively, "Instruments of Service") and the electronic methods of reproducing such documents are hereby conveyed, assigned and transferred by ENGINEER and its consultants to CITY and shall be deemed to be the property of the CITY. CITY shall retain legal title to such Instruments of Service, whether or not the Project for which they may be made is completed. No further compensation shall be due to ENGINEER for CITY's use of the Instruments of Service, whether during performance of this Agreement or after is termination or completion. All Instruments of Service, including services in electronic form, shall be furnished to CITY in a format requested by CITY, including electronic format.

Any reuse without prior written verification or adaptation by ENGINEER for the specific purpose intended will be at CITY's sole risk and without liability or legal exposure to Engineer.

Because of the potential degradation of electronic medium over time, in the event of a conflict between the sealed original drawings/hard copies and the electronic files, the sealed drawings/hard copies will govern.

If ENGINEER will be preparing, drafting, displaying, reproducing, or otherwise using, in any manner or form, any information, document, or material that is subject to a copyright, trademark, patent, or

26-182 - Spencer Creek Bank Stabilization at Sensory Trail 14 other property or privacy right, then ENGINEER must: Obtain all necessary licenses, authorizations, and approvals related to its use; include the CITY in any approval, authorization, or license related to its use; and indemnify and hold harmless the CITY related to ENGINEER’s alleged infringing or otherwise improper or unauthorized use. Accordingly, the ENGINEER must protect, indemnify, and hold harmless the CITY from and against all liabilities, actions, damages, claims, demands, judgments, losses, costs, expenses, suits, or actions, and attorneys’ fees and the costs of the defense of the CITY, in any suit, including appeals, based upon or arising out of any allegation of infringement, violation, unauthorized use, or conversion of any patent, copyright, trademark or trade name, license, proprietary right, or other related property or privacy interest in connection with, or as a result of, this contract or the performance by the ENGINEER of any of its activities or obligations under this Agreement.

ARTICLE 9 – INDEMNIFICATION

ENGINEER shall indemnify, defend, and save and hold harmless the CITY, its officers, agents and employees from any and all liability, claims, suits, demands, actions, damages and expenses (including reasonable attorney fees) of whatsoever kind and by whomsoever brought against the CITY, it officers, agents and employees, arising from, relating to, or in connection with any breach of this Agreement, any willful or negligent act, or error or omission of ENGINEER or ENGINEER’s employees, consultants, subcontractors, or agents in the performance of this Agreement. This requirement shall be included in all of the ENGINEER’s subcontract and consultant agreements.

Notwithstanding any other provisions of this Agreement, the CITY reserves the right to seek recovery from the ENGINEER for any claims, suits, actions, damages, and/or cost resulting from damages to life and property of any kind arising out of or resulting from services rendered by the ENGINEER under this Agreement.

ARTICLE 10 – TERMINATION AND SUSPENSION

Termination For Default The CITY may terminate the Agreement in whole or in part, and from time to time, whenever the CITY, determines that the ENGINEER is:

a. defaulting in performance or is not complying with any provision of this Agreement;

b. failing to make satisfactory progress in the prosecution of the Agreement; or

c. endangering the performance of this Agreement.

The CITY will provide the ENGINEER with a ten calendar day written notice to cure the default.

The termination for default is effective on the date specified in the CITY’s written notice. However, if the CITY determines that default contributes to the curtailment of an essential service or poses an immediate threat to life, health, or property, the CITY may terminate the Agreement immediately upon issuing oral or written notice to the ENGINEER without any prior notice or opportunity to cure.

Upon termination, the ENGINEER is not entitled to any further compensation. In addition to any other remedies provided by law or the Agreement, the ENGINEER must compensate the CITY for any damages suffered, and also any additional costs that are incurred by the CITY to obtain substitute performance. A termination for default is a termination for convenience if the termination for default is later found to be without justification.

Termination For Convenience This Agreement may be terminated by the CITY, in whole or in part, upon written notice to the ENGINEER, when the CITY determines this to be in its best interest. The termination for convenience is effective on the date specified in the CITY’s written notice. In the event of such termination, the CITY shall pay the ENGINEER its compensation and expenses to and through the actual date of termination.

Suspension of Services.

26-182 - Spencer Creek Bank Stabilization at Sensory Trail 15

CITY may suspend performance of this Agreement for CITY's convenience upon written notice to Engineer. ENGINEER shall suspend performance of the Services on a schedule acceptable to CITY. ENGINEER shall only be entitled to compensation for Services performed through the date of suspension. If Services are resumed, ENGINEER shall receive compensation only for Services provided after the date that Services are resumed.

ARTICLE 11 - COMMUNICATIONS

Any communication required by this Agreement shall be made in writing to the address specified below:

IF TO ENGINEER:

IF TO CITY: Amy Haddock, P.E.

City of St. Peters One St. Peters Centre Blvd.

St. Peters, MO 63376 Phone: (636) 477-6600, Ext. 1321 E-mail: ahaddock@stpetersmo.net

Nothing contained in this Article shall be construed to restrict the transmission of routine communications between representatives of ENGINEER and CITY.

ARTICLE 12 - SUCCESSORS AND ASSIGNS

CITY and ENGINEER each binds itself and its directors, officers, partners, successors, executors, administrators, assigns, and legal representatives to the other party to this Agreement and to the directors, officers, partners, successors, executors, administrators, assigns, and legal representatives of such other party in respect to all provisions of this Agreement.

ARTICLE 13 – ASSIGNMENT

No portion of the contract shall be sublet, assigned, transferred, or otherwise disposed of, except with…