BILL NO. 2019-032 ORDINANCE NO.

AN ORDINANCE OF THE CITY COUNCIL OF NIXA, MISSOURI,

AUTHORIZING THE MAYOR TO SIGN AN AGREEMENT

FOR PROFESSIONAL SERVICES WITH BURNS AND

MCDONNELL ENGINEERING COMPANY, INC. FOR

A BIO-SOLIDS ALTERNATIVES STUDY WHEREAS, the City of Nixa Missouri, wishes to develop a bio-solids alternatives study/report that evaluate bio-solids handling and disposal options for the city’s existing Wastewater Treatment Facility; and WHEREAS, the City of Nixa plans to retain Burns and McDonnell to perform professional services with regards to such work, which is hereinafter called a Bio-Solids Alternatives Study. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF NIXA,

MISSOURI, AS FOLLOWS:

Section I. That the Mayor is hereby authorized to sign an agreement with Burns and

McDonnell Engineering Co. Inc. for providing a bio-solids alternatives study as stated in

the attached agreement and made a part heretofore.

Section II. All ordinances or portions of ordinances in conflict with this ordinance are here

hereby repealed.

Section III. This ordinance shall be in full force and effect as of the date of its

passage.

READ TWO (2) TIMES AND PASSED BY THE CITY COUNCIL FOR THE CITY OF

NIXA, MISSOURI THIS 25th DAY OF MARCH 2019.

______________________ PRESIDING OFFICER

ATTEST:

CITY CLERK

APPROVED THIS__________DAY OF MARCH 2019.

_______________________ MAYOR

ATTEST:

______________________

CITY CLERK

APPROVED TO AS FORM:

_________________________

CITY ATTORNEY

1111 W. Kathryn  P.O. Box 395 Nixa, Missouri 65714  Direct 417.724.5670  dcolvin@nixa.com 

Nixa Utilities & Public Works Nixa, Missouri 417.725.2352 

www.nixa.com 

MEMORANDUM 

To:  Mayor and City Council 

Cc:  Jimmy Liles, CA 

From:  Doug Colvin 

Date:  03.08.2019 

RE:  Ordinance for Bio‐Solids Study Agreement 

This action is to authorize the Mayor to sign an agreement with Burns and McDonnell to 

complete a Bio‐Solids Study at the Wastewater Treatment Plant as one of this year’s CIP’s. 

This study will provide much needed analysis and information to staff for future operations 

that will enhance operations and possibly provide for cost efficiencies. The need for this has 

come over time where available land for sludge application is becoming less available at a 

point where we sometimes struggle to dispose of it. This is a result of a couple factors, most 

notably continued development results in loss of land area and regulatory requirements 

getting more stringent about as fast. Though we do an excellent job exceeding the 

regulations on a conservative basis, we need to plan for future changes long before they are 

required. 

This study will provide (scope of services): 

Develop at least 3 alternatives for Bio‐solids disposal

Create a long term budgetary and strategic operation plan to continue

exceeding regulatory requirements

Mitigate potential impacts on operation performance

Continue to develop, implement, and monitor environmentally sustainable

practices through a Bio‐solids Management Program

The cost for this study is $58,000 and should be completed by the end of summer. Burns 

and McDonnell is a worldwide engineering firm that is well respected in many disciplines. 

Though we have not worked with them here in Nixa, I have had quite a bit of time working 

with the firm during my tenure in Iola, Kansas very successfully. 

This agreement has been reviewed and approved by the city attorney and is within the 

authorized budget for the project. Staff’s recommendation is that Council pass the attached 

Ordinance. 

BURNS > 'MCDONNELL

March 15, 2019

Doug Colvin Public Works Director City of Nixa 1111 W. Kathryn Nixa Missouri 65714

Re: Biosolids Alternatives Study Executed Contract Transmittal

Dear Mr. Colvin:

Attached please find three (3) sets of original contract documents. Also included is the affidavit of compliance with RSMo 285.530. If you have any questions, or need additional information, please call me at 816-276-1530.

Adam Bogusch, PE* Senior Project Manager

Enclosure : Contract DocumentsAffidavit of Compliance

9400 Ward Parkway \ Kansas City, MO 64114 O 816-333-9400 \ F 816-333-3690 \ burnsmcd.com

BURNS MSDONNELL.

LETTER AGREEMENT FOR PROFESSIONAL SERVICES(Doc. No. AE-7)

March 15, 2019

Doug Colvin, Public Works DirectorCity of Nixa1111 W. KathrynP.O. Box 395Nixa, Missouri 65714

Re: Professional Engineering Services for Biosolids Alternatives Study

Dear Mr. Doug Colvin,

In accordance with your request of December 20, 2018, we are pleased to submit our letter agreement for engineering Services on the referenced Project as follows, if acceptable, please sign where indicated and return a fully executed copy to the undersigned. Any changes you make are subject to our acceptance in writing. For purposed of this Agreement, City of Nixa is hereafter referred to as the CLIENT and Burns & McDonnell Engineering Company, Inc. is hereafter referred to as the CONSULTANT.

PROJECT:

CLIENT requests CONSULTANT to provide Services as set out in this Letter Agreement on the following Project.

A. Develop a Biosolids Alternatives Study/Report that evaluate biosolids handling and disposal options for the City’s existing Wastewater Treatment Facility (WWTF).

SCOPE OF SERVICES:

The Services to be provided by CONSULTANT for CLIENT are as follows:

A. Attend meetings for the project, perform initial data evaluation and field evaluations, conduct regulatory review, evaluate alternatives, and prepare the final Study/Report. The Services are set out more fully in the attached Exhibit A.

RESPONSIBILITIES OF CLIENT:

It is our understanding CLIENT will provide the following:

A. Assistance by placing at CONSULTANT’S disposal all available information pertinent to the Scope of Services on this Project, including previous reports and any other data relative thereto. CONSULTANT shall rely on information made available by CLIENT as accurate without independent verification.

COMPENSATION:

A. Amount of Payment

1. For Services performed, CLIENT shall pay CONSULTANT as follows:

a. For time spent by personnel, payment at the hourly rates indicated in the attached "Schedule of Hourly Professional Service Billing Rates" Form BMR919. Such rates include overhead and profit. The rate schedule is effective to December 31, 2019, and will be increased annually thereafter.

BURNS .MCDONNELL

City of Nixa March 15, 2019 Page 2 of 3

b. For photocopy, telephone, fax, normal computer usage and computer-aided drafting (CAD), and mail, a technology charge per labor hour as specified on the rate schedule in effect at the time the Service is provided.

c. For expenses incurred by CONSULTANT, such as authorized travel and subsistence, including airfare, food, lodging, automobile rental, commercial services, and incidental expenses, the cost to CONSULTANT plus ten percent (10%).

d. For reproduction, company vehicle usage, and testing apparatus, amounts will be charged according to the CONSULTANT'S standard rates in effect at the time the Service is provided.

e. For Services rendered by other firms or individuals as subcontractors to CONSULTANT, including but not limited to surveying, real property descriptions, soil borings, subsurface investigations, laboratory testing, field quality control tests, environmental data base search, photos, or other activities required or requested by CLIENT, the same will be billed at the cost to CONSULTANT plus ten percent (10%). Expenses incurred by such outside consultants in service to CLIENT shall be reimbursable in accordance with 1.c. above.

2. Taxes: Any sales or use taxes, or their equivalent, imposed by state, local or other authoritiesshall be in addition to the compensation stated under "Amount of Payment."

3. Amount of Payment:

a. For the Scope of Services described herein, CLIENT shall pay CONSULTANT the lump sum amount of Fifty-Eight Thousand Dollars ($ 58,000).

b. For additional, reduced, or changed scope of Services, the amount of payment shall be adjusted on CONSULTANT'S hourly labor billing rate plus reimbursable expense basis.

4. Statements:

a. Monthly statements will be submitted by CONSULTANT to CLIENT. Statements will be based on CONSULTANT'S estimated percent of Services completed at the end of the preceding month.

LETTER AGREEMENT AE-7 12-19-2013

City of Nixa March 15, 2019 Page 3 of 3

TERMS AND CONDITIONS:

BURNS�£D0NNELLM

The attached Terms and Conditions for Professional Services is incorporated and made a part of this Agreement.

portunity to present this Proposal. If it is acceptable, please sign and return one copy

Enclosures:

Exhibit A: Scope of Services (Attached) Schedule of Hourly Professional Service Billing Rates Terms and Conditions for Professional Services

ACCEPTED: Please see the following page for all City of Nixa Signatures

LETTER AGREEMENT AE-7 12-19-2013

IN TESTIMONY WHEREOF, the City of Nixa executes this contract by its Mayor.

THE CITY OF NIXA, MISSOURI

By: __________________________________ Brian Steele, Mayor

ATTEST

By: __________________________________

Approved as to form:

_______________________________________ Tim Ricker, City Attorney

CERTIFICATE OF FINANCIAL OFFICER

I certify that this contract is within the purpose of the appropriation to which it is to be charged and that there is an unencumbered balance to the credit of such appropriation sufficient to pay therefore, and that the appropriate accounting entries have been made.

_____________________________________________ Donna Swatzell, Financial Officer

EXHIBIT A SCOPE OF SERVICES

NIX A, MISSOURIBIOSOLIDS ALTERNATIVES STUDY

PROJECTThe City of Nixa maintains and operates an existing waste water treatment facility (WWTF). The plant currently treats an average flow of approximately 1.3 mgd and is permitted for 4 mgd. The City disposes of biosolids primarily through land application. The availability of land for future biosolids application has been brought into question due to the loss of available acreage and potential regulatory changes. Additionally, the infrastructure for biosolids handling and treatment at the WWTF is aging and has been modified overtime, resulting in limitations in the existing infrastructure. This project will result in a Biosolids Alternatives Study that proactively reviews applicable portions of the existing infrastructure and develops a minimum of three potential alternatives that vary in cost and production efficiency for future biosolids handling and disposal options.

SCOPE OF SERVICESThe following is our understanding of the Scope of Services to be provided by Burns & McDonnell Engineering Company, Inc., (CONSULTANT) for the City of Nixa, Missouri (CLIENT).

1. Project Management and Meetingsa. Project Management and Administration: Prepare and submit invoices and progress

reports with a summary of progress completed to date, planned activities, potential scope adjustments, and an updated schedule to the CLIENT.

b. Provide regular project updates to the CLIENT Project Manager.c. Develop meeting agendas and disseminate electronic copies of meeting minutes.d. Meetings (Specific)

i. Kickoff Meeting at the WWTF site: Review and confirm the project goals, objectives, and schedule; confirm responsibilities and the scope of services; assign project team contacts and communication protocols; review initial data requests.

ii. Workshop No. 1: Review the initial plant and data collection analysis; develop evaluation criteria to assess risk and to prioritize proposed projects. Meeting would at the WWTF site with the CONSULTANT Project Manager in attendance; support staff would call into the meeting remotely.

1. Review initial findings and data analysis.2. Discuss and select conceptual projects for further development.3. Collaboratively develop criteria for evaluating alternatives

iii. Draft Study Review Workshop: Review the draft Study document. This would be done in a teleconference format, or at the CONSULTANT offices, as deemed appropriate as the project progresses.

2. Initial Data Collection and Plant Evaluationa. Data request. Initial information requested includes 5-years of data, as applicable, for:

i. Existing Permitii. Plant Influent/effluent flows, BOD, sBOD (if available), TSS, TN, TPiii. Aeration Basin MLSS, RAS, WASiv. Sludge disposal information

1. Belt Filter performance data2. Records of solids production, flows and solids (VS and TS) loadings to

solids holding basins3. Disposal quantities (to both composting and land application) and costs

v. Existing biosolids handling related equipment inventory (belt filter presses, pumps, blowers, etc.), and maintenance or replacement records, as available

vi. As-built drawings related to biosolids handlingvii. Most recent engineering reports/facility plans

b. Review historical plant data and identify other information needs.c. During the Kickoff Meeting tour the biosolids handling and treatment infrastructure

with CLIENT operations staff.3. Regulatory Review

a. Evaluate current and future regulatory conditions (state and federal) that might impact biosolids handling and disposal practices, specifically land application, including potential impacts associated with generating a Class A or B product and phosphorus limitations.

4. Alternative Analysisa. Develop three conceptual alternatives for biosolids handling and disposal. Review with

the CLIENT in Workshop Number No. 1.b. Further develop biosolids handling alternatives for incorporation in the Draft Biosolids

Alternatives Studyi. Provide conceptual level layouts and equipment selections.

ii. Identify projects risks.iii. Develop projected cost opinions for both capital and O&M costs.

5. Biosolids Alternatives Studya. Develop Draft Studyb. Issue an electronic copy of the Draft Study to the CLIENT for review and comment.c. Attend Draft Study Review Workshop to review and discuss CLIENT comments.d. Incorporate comments into a Final Study. Submit an electronic version of the study to

the CLIENT.

RESPONSIBILITIES OF CLIENT1. General Responsibilities

a. Assistance by placing at CONSULTANT'S disposal all available information pertinent to the assignment, including previous reports and any other data relative thereto. CONSULTANT may rely on CLIENT furnished information without independent verification.

b. CLIENT shall make staff available for field assessment activities.c. Review, comment, and approve meeting minutes.d. Review and comment on the Technical Memoranda and Draft Report.

TIME OF SERVICE1. CONSULTANT will proceed with providing the services set forth herein immediately upon

execution of the Agreement. The services will be completed within 120 days of execution of the Agreement.

BUDGET1. The budget for the work proposed in Scope of Work is fifty-eight thousand Dollars ($58,000).

Schedule of Hourly Professional Service Billing Rates

Position ClassificationClassification Level

Hourly Billing Rate

General Office * 5 $64.00

Technician * 6 $78.00

Assistant * 7 $90.008 $123.009 $147,00

Staff* 10 $170.0011 $183.00

Senior 12 $204.0013 $228.00

Associate 14 $237.0015 $241.0016 $246.0017 $250.00

NOTES:

1. Position classifications listed above refer to the firm's internal classification system for employee compensation.For example, "Associate", "Senior", etc., refer to such positions as "Associate Engineer", "Senior Architect", etc.

2. For any nonexempt personnel in positions marked with an asterisk (*), overtime will be billed at 1.5 times the hourly labor billing rates shown.

3. Project time spent by corporate officers will be billed at the Level 17 rate plus 25 percent.

4. For outside expenses incurred by Burns & McDonnell, such as authorized travel and subsistence, and for services rendered by others such as subcontractors, the client shall pay the cost to Burns & McDonnell plus 10%.

5. A technology charge of $9.95 per labor hour will be billed for normal computer usage, computer aided drafting (CAD) long distance telephone, fax, photocopy and mail services. Specialty items (such as web and video conferencing) are not included in the technology charge.

6. Monthly invoices will be submitted for payment covering services and expenses during the preceding month.Invoices are due upon receipt. A late payment charge of 1.5% per month will be added to all amounts not paid within 30 days of the invoice date.

7. The services of contract/agency and/or any personnel of a Burns & McDonnell subsidiary or affiliate shall be billed to Owner according to the rate sheet as if such personnel is a direct employee of Burns & McDonnell.

8. The rates shown above are effective for services through December 31, 2019, and are subject to revision thereafter.

Form BMR919

^BURNS VvMSDONNELL

TERMS AND CONDITIONS FOR PROFESSIONAL SERVICES

Project: Date of Letter, Proposal, or Agreement:

Biosolids Alternatives Study March 15, 2019Client: Client Signature:

City of Nixa, Missouri

1. SCOPE OF SERVICESFor the above-referenced Project, Bums & McDonnell Engineering Company, Inc. (BMcD) will perform the services set forth in the above- referenced Letter, Proposal, or Agreement, in accordance with these Terms and Conditions. BMcD has relied upon the information provided by Client in the preparation of the Proposal, and shall rely on the information provided by or through Client during the execution of this Project as complete and accurate without independent verification.

2. PAYMENTS TO BMCDA. Compensation will be as stated in the above-referenced Letter, Proposal, or Agreement. Statements will be in BMcD's standard format and are payable upon receipt. Time is of the essence in payment of statements, and timely payment is a material part of the consideration of this Agreement. A late payment charge will be added to all amounts not paid within 30 days of statement date and shall be calculated at 1.5 percent per month from statement date. Client shall reimburse any costs incurred by BMcD in collecting any delinquent amount, including reasonable attorney’s fees. If a portion of BMcD's statement is disputed, Client shall pay the undisputed portion by the due date. Client shall advise BMcD in writing of the basis for any disputed portion of any statement.

B. Taxes as may be imposed on professional consulting services by state or local authorities shall be in addition to the payment stated in the above-referenced Letter, Proposal, or Agreement.

3. INSURANCEA. During the course of performance of its services, BMcD will maintain Worker's Compensation insurance with limits as required by statute, Employer's Liability insurance with limits of $1,000,000, Commercial General Liability with limits of $1,000,000 per occurrence and $2,000,000 general aggregate, and Automobile Liability insurance with combined single limit of $1,000,000 per accident.

B. If the Project involves on-site construction, construction contractors shall be required to provide (or Client may provide) Owner's Protective Liability Insurance naming Client as a Named Insured and BMcD as an Additional Insured or to endorse Client and BMcD using ISO forms CG 20 10 0704 & CG 20 37 0704 endorsements or their equivalents as Additional Insureds on all construction contractor's liability insurance policies covering claims for personal injuries and property damage in at least the amounts required of BMcD in 3A above. Construction contractors shall be required to provide certificates evidencing such insurance to Client and BMcD. Contractor’s compensation shall include the cost of such insurance including coverage for contractual and indemnification obligations herein.

C. Client and BMcD release each other and waive all rights of subrogation against each other and their officers, directors, agents, or employees for damage covered by property insurance and self- insurance during and after the completion of BMcD's services. A provision similar to this shall be incorporated into all construction contracts entered into by Client, and all construction contractors shall be required to provide additional insured coverage and waivers of subrogation in favor of Client and BMcD for damage covered by any construction contractor's policies of insurance.

4. INDEMNIFICATIONA. To the extent allowed by law, Client will require all construction contractors to indemnify, defend, and hold harmless Client and BMcD from any and all loss where loss is caused or alleged to be caused in whole or in part by the construction contractors, their employees, agents, subcontractors or suppliers.

AE-4 KCO T&C

B. If this Project involves construction and BMcD does not provide consulting services during construction including, but not limited to, on­site monitoring, site visits, site observation, shop drawing review, and/or design clarifications, Client agrees, to the extent permitted by law, to indemnify and hold harmless BMcD from any liability arising from this Project or Agreement, except to the extent caused by BMcD’s negligence.

5. PROFESSIONAL RESPONSIBILITY- LIMITATION OF REMEDIESA. BMcD will exercise reasonable skill, care, and diligence in the performance of its services and will carry out its responsibilities in accordance with customarily accepted professional practices. If BMcD fails to meet the foregoing standard, BMcD will perform at its own cost, the professional services necessary to correct errors and omissions reported to BMcD in writing within one year from the completion of BMcD's services for the Project. No warranty, express or implied, is included in this Agreement or regarding any drawing, specification, or other work product or instrument of service.

B. In no event will BMcD be liable for any special, indirect, or consequential damages including, without limitation, damages or losses in the nature of increased Project costs, loss of revenue or profit, lost production, claims by customers of Client, and/or governmental fines or penalties.

C. BMcD's aggregate liability for all damages connected with its services for the Project not excluded by the preceding subparagraph, whether or not covered by BMcD’s insurance, will not exceed $100,000.

D. These mutually negotiated obligations and remedies stated in this Paragraph 5, Professional Responsibility - Limitation of Remedies, are the sole and exclusive obligations of BMcD and remedies of Client, whether liability of BMcD is based on contract, warranty, strict liability, tort (including negligence), indemnity, or otherwise.

6. PERIOD OF SERVICE AND SCHEDULEThe provisions of this Agreement have been agreed to in anticipation of the orderly and continuous progress of the Project through completion of the services stated in the Proposal. BMcD's obligation to render services hereunder will extend for a period that may reasonably be required for the completion of said services. BMcD shall make reasonable efforts to comply with deliverable schedules (if any) and consistent with BMcD’s professional responsibility.

7. COMPUTER PROGRAMS OR MODELSAny use, development, modification, or integration by BMcD of computer models or programs does not constitute ownership or a license to Client to use or modify such computer models or programs.

8. ELECTRONIC MEDIA AND DATA TRANSMISSIONSA. Any electronic media (computer disks, tapes, etc.) or data transmissions furnished (including Project Web Sites or CAD file transmissions) are for Client information and convenience only. Such media or transmissions are not to be considered part of BMcD's instruments of service. BMcD, at its option, may remove all indicia of its ownership and involvement from each electronic display.

B. BMcD shall not be liable for loss or damage directly or indirectly, arising out of Client’s use of electronic media or data transmissions.

9. DOCUMENTSA. All documents prepared by BMcD pursuant to this Agreement are instruments of service in respect of the Project specified herein. They are not intended or represented to be suitable for reuse by Client or others in extensions of the Project beyond that now contemplated or on any other Project. Any reuse, extension, or completion by Client or

05/15/2018

others without written verification, adaptation, and permission by BMcD for the specific purpose intended will be at Client’s sole risk and without liability or legal exposure to BMcD.

B. In the event that BMcD is to reuse, copy or adapt all or portions of reports, plans, or specifications prepared by others, Client represents that Client either possesses or will obtain permission and necessary rights in copyright, patents, or other proprietary rights and will be responsible for any infringement claims by others. Client warrants the completeness, accuracy, and efficacy of the information, data, and design provided by or through Client (including prepared for Client by others), for which BMcD shall rely on to perform and complete its services.

10. ESTIMATES, SCHEDULES, FORECASTS, AND PROJECTIONSEstimates, schedules, forecasts, and projections prepared by BMcD relating to loads, interest rates and other financial analysis parameters, construction costs and schedules, operation and maintenance costs, equipment characteristics and performance, and operating results are opinions based on BMcD’s experience, qualifications, and judgment as a professional. Since BMcD has no control over weather, cost and availability of labor, cost and availability of material and equipment, cost of fuel or other utilities, labor productivity, construction contractor’s procedures and methods, unavoidable delays, construction contractor’s methods of determining prices, economic conditions, government regulations and laws (including the interpretation thereof), competitive bidding or market conditions, and other factors affecting such estimates or projections, BMcD does not guarantee that actual rates, costs, quantities, performance, schedules, etc., will not vary significantly from estimates and projections prepared by BMcD.

11. POLLUTIONIn view of the uncertainty involved in investigating and recommending solutions to environmental problems and the abnormal degree of risk of claims imposed upon BMcD in performing such services, notwithstanding the responsibility of BMcD set forth in Paragraph 5A to the maximum extent allowed by law, Client agrees to release, defend, indemnify and hold harmless BMcD and its officers, directors, employees, agents, consultants and subcontractors from all liability, claims, demands, damages, losses, and expenses including, but not limited to, claims of Client and other persons and organizations, reasonable fees and expenses of attorneys and consultants, and court costs, except where there has been a final adjudication that the damages were caused by BMcD's willful disregard of its obligations under this Agreement. Such indemnification includes claims arising out of, or in any way relating to, the actual, alleged, or threatened dispersal, escape, or release of, or failure to detect or contain, chemicals, wastes, liquids, gases, or any other material, irritant, contaminant, or pollutant.

12. ON-SITE SERVICESA. Project site visits by BMcD during investigation, observation, construction or equipment installation, or the furnishing of Project representatives shall not make BMcD responsible for construction means, methods, techniques, sequences, or procedures; for construction safety precautions or programs; or for any construction contractor(s') failure to perform its work in accordance with the contract documents.

B. Client shall disclose to BMcD the location and types of any known or suspected toxic, hazardous, or chemical materials or wastes existing on or near the premises upon which work is to be performed by BMcD's employees or subcontractors. If any hazardous wastes not identified by Client are discovered after a Project is undertaken, Client and BMcD agree that the scope of services, schedule, and compensation may be adjusted accordingly. Client agrees to release BMcD from all damages related to any pre-existing pollutant, contaminant, toxic, or hazardous substance at the site.

13. CHANGESClient shall have the right to make changes within the general scope of BMcD's services, with an appropriate change in compensation and schedule, upon execution of a mutually acceptable amendment or change order signed by authorized representatives of Client and BMcD.

14. TERMINATIONServices may be terminated by Client or BMcD by seven (7) days' written notice in the event of substantial failure to perform in

accordance with the terms hereof by the other party through no fault of the terminating party. If so terminated, Client shall pay BMcD all amounts due BMcD for all services properly rendered and expenses incurred to the date of receipt of notice of termination, plus reasonable costs incurred by BMcD in terminating the services. In addition, Client may terminate the services for Client's convenience upon payment of twenty percent of the yet unearned and unpaid estimated, lump sum, or not-to-exceed fee, as applicable.

15. DISPUTES, NEGOTIATIONS, MEDIATIONA. If a dispute arises relating to the performance of the services to be provided and, should that dispute result in litigation, it is agreed that the substantially prevailing party (as determined in equity by the court) shall be entitled to recover all reasonable costs of litigation, including staff time, court costs, attorney's fees and other related expenses.

B. The parties shall participate in good faith negotiations to resolve any and all disputes. Should negotiations fail, the parties agree to submit to and participate in a third party-facilitated mediation as a condition precedent to resolution by litigation. Unless otherwise agreed to, mediation shall be conducted under the rules of the American Arbitration Association and shall be held in Kansas City, Missouri.

C. The parties agree that any dispute between them, including any action against an officer, director or employee of a party, arising out of or related to this Agreement, whether in contract or tort, not resolved through direct negotiation and mediation, shall be resolved by litigation in the state or federal courts located in Christian County, Missouri, and each party expressly consents to jurisdiction therein. Any litigation to compel or enforce, or otherwise affect the mediation shall be in state or federal courts located in Christian County, Missouri, and each party expressly consents to jurisdiction therein.

D. Causes of action between the parties shall accrue, and applicable statutes of limitation shall commence to run the date BMcD’s services are substantially complete.

16. WITNESS FEESA. BMcD's employees shall not be retained as expert witnesses, except by separate written agreement.

B. Client agrees to pay BMcD pursuant to BMcD's then current schedule of hourly labor billing rates for time spent by any employee of BMcD responding to any subpoena by any party in any dispute as an occurrence witness or to assemble and produce documents resulting from BMcD's services under this Agreement.

17. CONTROLLING LAWThis Agreement shall be subject to, interpreted and enforced according to the laws of the State of Missouri without regard to any conflicts of law provisions.

18. RIGHTS AND BENEFITS - NO ASSIGNMENTBMcD's services will be performed solely for the benefit of Client and not for the benefit of any other persons or entities. Neither Client nor BMcD shall assign or transfer interest in this Agreement without the written consent of the other.

19. ENTIRE CONTRACTThese Terms and Conditions and the above-referenced Letter, Proposal, or Agreement contain the entire agreement between BMcD and Client relative to BMcD's services for the Project herein. All previous or contemporaneous agreements, representations, promises, and conditions relating to BMcD's services for the Project are superseded. Since terms contained in purchase orders do not generally apply to professional services, in the event Client issues to BMcD a purchase order, no preprinted terms thereon shall become part of this Agreement. Said purchase order documents, whether or not signed by BMcD, shall be considered only as an internal document of Client to facilitate administrative requirements of Client’s operations.

20. SEVERABILITYAny unenforceable provision herein shall be amended to the extent necessary to make it enforceable; if not possible, it shall be deleted and all other provisions shall remain in full force and affect.

21. COMPLIANCE WITH SECTION 285.530, RSMO.To the extent required by law, BMcD shall execute an affidavit affirming compliance with RSMo. § 285.530. - END -

AE-4 KCO T&C 05/15/2018

(Complete the following if you DO NOT have the E-Verify documentation and a current Affidavit of Work Authorization already on file with the State of Missouri. If completing Box B, do not complete Box C.)

__________________BOX B - CURRENT BUSINESS ENTITY STATUS________

1 certify that'BlK'te * fftlPhAlfldl ltd Business Entity Name) MEETS the definition of a business entity as defined in section 285.525, RSMo, pertaining to section 285.530.

Kft-Vki fvlpjhwM____________ fjpA'/me-'_______Authorized [Business Entity Representative’s Authorized Business EntityName (Please Print) Representative’s Signature

2>Uft\s <■ fi\\ Co Tac . _____Z/mIrt_____________Business Entity Name O1 Date

E-Mail Address

As a business entity, the bidder/contractor must perform/provide each of the following. The bidder/contractor should check each to verity completion/submission of all of the following:

Enroll and participate in the E-Verify federal work authorization program (Website: http://www.dhs.gov/files/programs/gc 1185221678150.shtm; Phone: 888-464-4218; Email: §z verifv@dhs.gov) with respect to the employees hired after enrollment in the program who arc proposed to work in connection with the services required herein; AND

Provide documentation affirming said company’s/individual’s enrollment and participation in the E- Verify federal work authorization program. Documentation shall include EITHER the E-Verify Employment Eligibility Verification page listing the bidder’s/contractor’s name and company ID OR a page from the E-Verify Memorandum of Understanding (MOU) listing the bidder’s/contractor’s name and the MOU signature page completed and signed, at minimum, by the bidder/contractor and the Department of Homeland Security - Verification Division. If the signature page of the MOU lists the bidder’s/contractor’s name and company ID, then no additional pages of the MOU must be submitted; AND

Submit a completed, notarized Affidavit of Work Authorization provided on the next page of this Exhibit.

AFFIDAVIT OF WORK AUTHORIZATION:

The bidder/contractor who meets the section 285.525, RSMo, definition of a business entity must complete and return the following Affidavit of Work Authorization.

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'n/Title) first being duly sworn on my oath, affirm (Business EntityName) is enrolled and will continue to participate in the E-Verify federal work authorization program with respect to employees hired after enrollment in the program who are proposed to work in connection with the services related to contract(s) with the State of Missouri for the duration of the contract(s), if awarded in accordance with subsection 2 of section 285.530, RSMo. I also affirm that (Business Entity Name) doesnot and will not knowingly employ a person who is an unauthorized alien in connection with the contracted services provided under the contracts) for the duration of the contract(s), if awarded.

In Affirmation thereof, the facts stated above are true and correct. (The undersigned understands that false statements made in this filing are subject to the penalties provided under section 575.040, RSMo.)

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Company ID Number: 34471

THE JCVERIFY PROGRAM FOE EMPLOYMENT VERIFICATION

MEMOMANBOiVl OF UNDERSTANDING

ARTICLE I

PURPOSE AND AUTHORITY

This Memorandum of Understanding (MOU) sets forth the points of agreement between the Social Security Administration (SSA), the Department of Homeland Security (DIIS) and Rui ns and McDonnell Engineering Co, Inc. (Employer) regarding the Employer's participation in the Employment Eligibility Verification Program (E-Verify). E-Verify is a program in which the employment eligibility of all newly hired employees will be confirmed after the Employment Eligibility Verification Form (Form 1-9) has been completed.

Authority for the E-Verify program is found in Title IV, Subtitle A, of the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA), Pub. L. 104-208, 110 Stat. 3009, as amended (8 U.S.C. § 1324a note).

ARTICLE II

FUNCTIONS TO BE PERFORMED

A. RESPONSIBILITIES OF THE SSA

1. Upon completion of the Form 1-9 by the employee and the Employer, and provided the Employer complies with the requirements of this MOU, SSA agrees to provide the Employer with available information that allows the Employer to confirm the accuracy of Social Security Numbers provided by all newly hired employees and the employment authorization of U.S. citizens.

2. The SSA agrees to provide to the Employer appropriate assistance with operational problems that may arise during the Employer's participation in the E-Verify program. The SSA agrees to provide the Employer with names, titles, addresses, and telephone numbers of SSA representatives to be contacted during the E-Verify process.

3. The SSA agrees to safeguard the information provided by the Employer through the E- Verify program procedures, and to limit access to such information, as is appropriate by law, to individuals responsible for the verification of Social Security Numbers and for evaluation of the E-Verify program or such other persons or entities who may be authorized by the SSA as governed by the Privacy Act (5 U.S.C. § 552a), the Social Security Act (42 U.S.C. 1306(a)), and SSA regulations (20 CFR Part 401).

4. SSA agrees to establish a means of automated verification that is designed (in conjunction with DHS's automated system if necessary) to provide confirmation or tentative nonconfirmation of U.S. citizens’ employment eligibility and accuracy of SSA records for both citizens and aliens within 3 Federal Government work days of the initial inquiry.

without changes to E-Verify, the Department reserves the right to require employers to take mandatory refresher tutorials.

Termination by any party shall terminate the MOU as to all parties. The SSA or DHS may terminate this MOU without prior notice if deemed necessary because of the requirements of law or policy, or upon a determination by SSA or DHS that there has been a breach of system integrity or security by the Employer, or a failure on the part of the Employer to comply with established procedures or legal requirements. Some or all SSA and DHS responsibilities under this MOU may be performed by contractor(s), and SSA and DHS may adjust verification responsibilities between each other as they may determine.

Nothing in this MOU is intended, or should be construed, to create any right or benefit, substantive or procedural, enforceable at law by any third party against the United States, its agencies, officers, or employees, or against the Employer, its agents, officers, or employees.

Each party shall be solely responsible for defending any claim or action against it arising out of or related to E-Verify or this MOU, whether civil or criminal, and for any liability wherefrom, including (but not limited to) any dispute between the Employer and any other person or entity regarding the applicability of Section 403(d) of IIRIRA to any action taken or allegedly taken by the Employer.

The employer understands that the fact of its participation in E-Verify is not confidential information and may be disclosed as authorized or required by law and DHS or SSA policy, including but not limited to, Congressional oversight, E-Verify publicity and media inquiries, and responses to inquiries under the Freedom of Information Act (FOIA).

The foregoing constitutes the full agreement on this subject between the SSA, DHS, and the Employer.

The individuals whose signatures appear below represent (hat they are authorized to enter into this MOU on behalf of the Employer and DHS respectively.

To be accepted as a participant in E-Verify, you should only sign the Employer’s Section of the signature page. If you have any questions, contact E-Verify Operations at 888-464- 4218.

Employer Burns and McDonnell Engineering Co, Inc.

Kathy Newman HR Analyst

Company ID Number: 34471

Name (Please type or print) Title

Department of Homeland Security - Verification Division

TJSCIS Verification DivisionName (Please type or print)

Electronically Signed

Company ID Number: 34471

Title

10/02/2006DateSignature