EA-2021-05-17 Runway 13/31 Extension - Environmental Assessment-Profession ServicesMASTER AGREEMENT
FOR PROFESSIONAL SERVICES
RUNWAY 13/31 EXTENSION - ENVIRONMENTAL ASSESSMENT
May 17, 2021
Blair Airport Authority
Attn: Geary Combs
218 South 161h Street
Blair, NE 68008
Re: MASTER AGREEMENT FOR PROFESSIONAL SERVICES
BLAIR MUNICIPAL AIRPORT (BTA)
It is our understanding that the Blair Airport Authority ("Client") requests Olsson, Inc. ("Olsson") to
perform the services described herein pursuant to the terms of this Master Agreement for
Professional Services, Olsson's General Provisions, Federal Contract Provisions, and any
exhibits attached hereto (all documents constitute and are referred to herein as the "Agreement").
The purpose of the Agreement is to provide the Client and Olsson with an operating agreement
covering on-going services provided to Client. Upon request for services from the Client, Olsson
will send to the Client a proposed Work Order for approval by Client. The Work Order will include
the project location, anticipated start and completion dates, project description, compensation,
and the Scope of Services. Olsson will commence work on individual projects upon receipt of a
signed Work Order.
Olsson has acquainted itself with the information provided by Client relative to the Master
Agreement and based upon such information offers to provide the services described in each
Work Order. Client warrants that it is either the legal owner of the property to be improved by each
Work Order or that Client is acting as the duly authorized agent of the legal owner of such
property. Client acknowledges that it has reviewed the General Provisions (and any exhibits
attached hereto), which are expressly made a part of and incorporated into the Agreement by this
reference. In the event of any conflict or inconsistency between this Master Agreement and the
General Provisions regarding the services to be performed by Olsson, the terms of the General
Provisions shall take precedence.
Olsson shall provide Client the Scope of Services for Projects as specified in each project Work
Order. Olsson shall invoice Client for all services as outlined in each project Work Order. Olsson's
services may vary for each project. Olsson shall not commence work on any Work Order without
Client's prior approval in writing.
Olsson agrees to provide all of its services in a timely, competent, and professional manner, in
accordance with applicable standards of care, for projects of similar geographic location, quality
and scope.
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SCHEDULE FOR SERVICES
Details of the schedule for each project will be outlined in each Work Order.
COMPENSATION
Compensation for each project will be outlined in the Work Order. Olsson shall submit invoices
on a monthly basis and payment is due within 30 calendar days of the invoice date.
TERMS AND CONDITIONS OF SERVICE
We have discussed with you the risks, rewards and benefits of the Agreement and the Agreement
will represent the entire understanding between Client and Olsson with respect to any project
subject to a Work Order, The Agreement may only be modified in writing signed by both parties.
Unless otherwise set forth in writing, Olsson's designated representative shall be Heather Olson,
PE.
If this Agreement satisfactorily sets forth your understanding of our agreement, please sign in the
space provided below (indicating Client's designated representative if different from the party
signing). Retain a copy for your files and return an executed original to Olsson, 601 P Street. Suite
200, Lincoln, Nebraska 68508. This proposal will be open for acceptance for a period of 30 days
from the date set forth above, unless changed by us in writing.
OLSSON, INC.
By
1
Heather Olson
By' _
41,al—
Diane Hofer
By signing below, you acknowledge that you have full authority to bind Client to the terms of the
Agreement. If you accept the terms set forth herein, please sign:
BLAIR RPORT AUTHORITY
B _
ature
Printed Name ge4
Title `r
Attachments
General Provisions
Federal Contract Provisions for A/E Agreement
Dated: 5 l Sf I Z f
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GENERAL PROVISIONS
These General Provisions are attached to and made a part of
the respective Letter Agreement or Master Agreement, dated
May 17, 2021 between Blair Airport Authority ("Client") and
Olsson, Inc. ("Olsson") for professional services in connection
with the project or projects arising under such Letter Agreement
or Master Agreement (the "Project(s)").
As used herein, the term "this Agreement" refers to these
General Provisions, the applicable Letter Agreement or Master
Agreement, and any other exhibits or attachments thereto as if
they were part of one and the same document.
SECTION 1—OLSSON'S SCOPE OF SERVICES
Olsson's scope of services for the Project(s) is set forth in the
applicable Letter Agreement or Master Agreement ("Scope of
Services").
SECTION 2—ADDITIONAL SERVICES
2.1 Unless otherwise expressly included, Scope of
Services does not include the categories of additional services
set forth in Sections 2.2 and 2.3.
2.2 If Client and Olsson mutually agree for Olsson to
perform any optional additional services as set forth in this
Section 2.2 ("Optional Additional Services"), Client will provide
written approval of the agreed-upon Optional Additional
Services, and Olsson shall perform or obtain from others such
services and will be entitled to an increase in compensation at
rates provided in this Agreement. Olsson may elect not to
perform all or any of the Optional Additional Services without
cause or explanation:
2.2.1 Preparation of applications and supporting
documents for governmental financial support of the Project(s);
preparation or review of environmental studies and related
services; and assistance in obtaining environmental approvals.
2.2.2 Services to make measured drawings of or to
investigate existing conditions of facilities.
2.2.3 Services resulting from changes in the general
scope, extent or character of the Project(s) or major changes in
documentation previously accepted by Client where changes
are due to causes beyond Olsson's control.
2.2.4 Services resulting from the discovery of
conditions or circumstances which were not contemplated by
Olsson at the commencement of this Agreement. Olsson shall
notify Client of the newly discovered conditions or
circumstances and Client and Olsson shall renegotiate, in good
faith, the compensation for this Agreement, if amended terms
cannot be agreed upon, Olsson may terminate this Agreement
and Olsson shall be paid for its services through the date of
termination.
2.2.5 Providing renderings or models.
2.2.6 Preparing documents for alternate bids
requested by Client.
2.2.7 Analysis of operations, maintenance or
overhead expenses; value engineering; the preparation of rate
schedules; earnings or expense statements; cash flow or
economic evaluations or; feasibility studies, appraisals or
valuations.
2.2.8 Furnishing the services of independent
professional associates or consultants for work beyond the
Scope of Services.
2.2.9 Services necessary due to the Client's award of
more than one prime contract for the Project(s); services
necessary due to the construction contract containing cost plus
or incentive -savings provisions; services necessary in order to
arrange for performance by persons other than the prime
contractor; or those services necessary to administer Client's
contract(s).
2.2.10 Services in connection with staking out the work
of contractor(s).
2.2.11 Services during out-of-town travel or visits to the
site beyond those specifically identified in this Agreement.
2.2.12 Preparation of operating and maintenance
manuals.
2.2.13 Services to redesign some or all of the
Project(s).
2.2.14 Preparing to serve or serving as a consultant or
witness or assisting Client with any litigation, arbitration or other
legal or administrative proceeding.
2.2.15 Services relating to Construction Observation,
Certification, Inspection, Construction Cost Estimating, project
observation, construction management, construction
scheduling, construction phasing or review of Contractor's
performance means or methods.
2.3 Whenever, in its sole discretion, Olsson determines
additional services as set forth in this Section 2.3 are necessary
to avoid a delay in the completion of the Project(s) ("Necessary
Additional Services"), Olsson shall perform or obtain from others
such services without waiting for specific instructions from
Client, and Olsson will be entitled to an increase in
compensation for such services at the standard hourly billing
rate charged for those employees performing the services, plus
reimbursable expenses, if any:
2.3.1 Services in connection with work directive
changes and/or change orders directed by the Client to any
contractors.
2.3.2 Services in making revisions to drawings and
specifications occasioned by the acceptance of substitutions
proposed by contractor(s); services after the award of each
contract in evaluating and determining the acceptability of an
unreasonable or excessive number of substitutions proposed by
contractor(s); or evaluating an unreasonable or extensive
number of claims submitted by contractor(s) or others in
connection with the Project(s).
2.3.3 Services resulting from significant delays,
changes or price increases occurring as a direct or indirect result
of material, equipment or energy shortages.
2.3.4 Additional or extended services during
construction made necessary by (1) work damaged during
construction, (2) a defective, inefficient or neglected work by any
contractor, (3) acceleration of the progress schedule involving
services beyond normal working hours, or (4) default by any
contractor.
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SECTION 3—CLIENT'S RESPONSIBILITIES
3.1. Client shall provide all criteria and full information as to
Client's requirements for the Project(s); designate and identify in
writing a person to act with authority on Client's behalf in respect
of all aspects of the Project(s); examine and respond promptly
to Olsson's submissions; and give prompt written notice to
Olsson whenever Client observes or otherwise becomes aware
of any defect in the Olsson's services.
3.2 Client agrees to pay Olsson the amounts due for
services rendered and expenses within thirty (30) days after
Olsson has provided its invoice for such services. In the event
Client disputes any invoice item, Client shall give Olsson written
notice of such disputed item within fifteen (15) days after receipt
of such invoice and shall pay to Olsson the undisputed portion of
the invoice according to the provisions hereof. If Client fails to pay
any invoiced amounts when due, interest will accrue on each
unpaid amount at the rate of thirteen percent (13%) per annum
from the date due until paid according to the provisions of this
Agreement. Interest shall not be charged on any disputed invoice
item which is finally resolved in Client's favor. Payment of interest
shall not excuse or cure any default or delay in payment of
amounts due.
3.2.1 If Client fails to make any payment due Olsson
for services and expenses within thirty (30) days after receipt of
Olsson's statement therefore, Olsson may, after giving seven (7)
days written notice to Client, suspend services to Client under
this Agreement until Olsson has been paid in full all amounts
due for services, expenses and charges and Client will not
obtain any license to any Work Product or be entitled to retain
or use any Work Product pursuant to Section 7.1 unless and
until Olsson has been paid in full and Client has fully satisfied all
of its obligations under this Agreement.
3.3 Payments to Olsson shall not be withheld, postponed
or made contingent on the construction, completion or success
of the Project(s) or upon receipt by the Client of offsetting
reimbursements or credit from other parties who may have
caused the need for additional services. No withholdings,
deductions or offsets shall be made from Olsson's
compensation for any reason unless and until Olsson has been
found to be legally liable for such amounts.
3.4 Client shall also do the following and pay all costs
incident thereto:
3.4.1 Furnish to Olsson any existing and/or required
borings, probings or subsurface explorations; hydrographic
surveys; laboratory tests or inspections of samples, materials or
equipment; appropriate professional interpretations of any of the
foregoing; environmental assessment and impact statements;
property, boundary, easement, right-of-way, topographic or
utility surveys; property descriptions; and/or zoning or deed
restrictions; all of which Olsson may rely upon in performing
services hereunder.
3.4.2 Guarantee access to and make all provisions for
Olsson to enter upon public and private property reasonably
necessary to perform its services on the Project(s).
3.4.3 Provide such legal, accounting, independent
cost estimating or insurance counseling services as may be
required for the Project(s); any auditing service required in
respect of contractor(s)' applications for payment; and/or any
inspection services to determine if contractor(s) are performing
the work legally.
3.4.4 Provide engineering surveys to establish
reference points for construction unless specifically included in
Olsson's Scope of Services.
3.4.5 Furnish approvals and permits from all
governmental authorities having jurisdiction over the Project(s).
3.4.6 If more than one prime contractor is to be
awarded the contract for construction, designate a party to have
responsibility and authority for coordinating and interfacing the
activities of the various prime contractors.
3.4.7 All fees and other amounts payable by Client
under this Agreement are exclusive of taxes and similar
assessments. Without limiting the foregoing, Client is
responsible and liable for all sales, service, use, and excise
taxes, and any other similar taxes, duties, and charges of any
kind imposed by any federal, state, county or local governmental
authority on any amounts payable by Client under this
Agreement, other than any taxes imposed on Olsson's
income. In the event any governmental authority assesses
Olsson for taxes, duties, or charges of any kind in connection
with Scope of Services provided by Olsson to Client, Olsson
shall be entitled to submit an invoice to Client, its successors or
assigns, for the amount of said assessment and related interest
and penalties. Client shall pay such invoice in accordance with
Olsson's standard payment terms.
3.5 Client shall pay all costs incident to obtaining bids or
proposals from contractor(s).
3.6 Client shall pay all permit application review costs for
government authorities having jurisdiction over the Project(s).
3.7 Contemporaneously with the execution of this
Agreement, Client shall designate in writing an individual to act
as its duly authorized Project(s) representative.
3.8 Client shall bear sole responsibility for
3.8.1 Jobsite safety. Neither the professional activities
of Olsson, nor the presence of Olsson or its employees or sub -
consultants at the Project shall impose any duty on Olsson
relating to any health or safety laws, regulations, rules, programs
or procedures.
3.8.2 Notifying third parties including any
governmental agency or prospective purchaser, of the existence
of any hazardous or dangerous materials located in or around
the Project(s) site.
3.8.3 Providing and updating Olsson with accurate
information regarding existing conditions, including the
existence of hazardous or dangerous materials, proposed
Project(s) site uses, any change in Project(s) plans, and all
subsurface installations, such as pipes, tanks, cables and
utilities within the Project(s) site.
3.8.4 Providing and assuming all responsibility for:
interpretation of contract documents; Construction
Observations; Certifications; Inspections; Construction Cost
Estimating; project observations; construction management;
construction scheduling; construction phasing; and review of
Contractor's performance, means and methods. Client waives
any claims against Olsson and releases Olsson from liability
relating to or arising out of such services and agrees, to the
fullest extent permitted by law, to indemnify and hold Olsson
Page 2 of 8 19-3868.01
harmless from any and all damages, liabilities or costs, including
reasonable attorneys' fees and defense costs, relating to such
actions and services.
3.9 Client releases Olsson from liability for any incorrect
advice, judgment or decision based on inaccurate information
furnished by Client or others.
3.10 If reasonable precautions will be inadequate to prevent
foreseeable bodily injury or death to persons resulting from a
material or substance, including hazardous materials,
encountered on the site, Olsson may immediately stop work in
the affected area and report the condition to Client. Client shall
be solely responsible for retaining independent consultant(s) to
determine the nature of the material and to abate or remove the
material. Olsson shall not be required to perform any services or
work relating to or in the area of such material until the material
has been removed or rendered harmless and only after
approval, if necessary of the government agency with
jurisdiction.
SECTION 4—MEANING OF TERMS
4.1 The "Cost of Construction" of the entire Project(s)
(herein referred to as "Cost of Construction") means the total
cost to Client of those portions of the entire Project(s) designed
and specified by Olsson, but it will not include Olsson's
compensation and expenses, the cost of land, rights-of-way, or
compensation for or damages to, properties unless this
Agreement so specifies, nor will it include Client's legal,
accounting, insurance counseling or auditing services, or
interest and financing charges incurred in connection with the
Project(s) or the cost of other services to be provided by others
to Client pursuant to Section 3.
4.2 The "Salary Costs": Used as a basis for payment mean
salaries and wages (base and incentive) paid to all Olsson's
personnel engaged directly on the Project(s), including, but not
limited to, engineers, architects, surveyors, designers,
draftsmen, specification writers, estimators, other technical and
business personnel; plus the cost of customary and statutory
benefits, including, but not limited to, social security
contributions, unemployment, excise and payroll taxes, workers'
compensation, health and retirement benefits, sick leave,
vacation and holiday pay and other group benefits.
4.3 "Certify" or "a Certification": If included in the Scope of
Services, such services shall be limited to a statement of
Olsson's opinion, to the best of Olsson's professional
knowledge, information and belief, based upon its periodic
observations and reasonable review of reports and tests created
by Olsson or provided to Olsson. Olsson shall not be responsible
for constant or exhaustive observation of the work. Client
understands and agrees that any certifications based upon
discrete sampling observations and that such observations
indicate conditions that exist only at the locations and times the
observations were performed. Performance of such observation
services and certification does not constitute a warranty or
guarantee of any type, since even with diligent observation,
some construction defects, deficiencies or omissions in the work
may occur. Olsson shall have no responsibility for the means,
methods, techniques, sequences or procedures selected by the
contractor(s) or for the contractor's safety precautions and
programs nor for failure by the contractor(s) to comply with any
laws or regulations relating to the performance or furnishing of
any work by the contractor(s). Client shall hold its contractor(s)
solely responsible for the quality and completion of the
Project(s), including construction in accordance with the
construction documents. Any duty under this Agreement is for
the sole benefit of the Client and not for any third party, including
the contractor(s) or any subcontractor(s). Olsson shall sign pre-
printed form certifications only if (a) Olsson approves the form
of such certification prior to the commencement of its services,
(b) such certification is expressly included in the Scope of
Services, (c) the certification is limited to a statement of
professional opinion and does not constitute a warranty or
guarantee, express or implied. It is understood that any
certification by Olsson shall not relieve the Client or the Client's
contractors of any responsibility or obligation they may have by
industry custom or under any contract.
4.4 "Opinion of Probable Cost": An opinion of probable
construction cost made by Olsson. In providing opinions of
probable construction cost, it is recognized that neither the
Client nor Olsson has control over the costs of labor, equipment
or materials, or over the contractor's methods of determining
prices or bidding. The opinion of probable construction costs is
based on Olsson's reasonable professional judgment and
experience and does not constitute a warranty, express or
implied, that the contractor's bids or the negotiated price of the
work on the Project(s) will not vary from the Client's budget or
from any opinion of probable cost prepared by Olsson.
4.5 "Day": A calendar day of 24 hours. The term "days"
shall mean consecutive calendar days of 24 hours each, or
fraction thereof.
4.6 "Construction Observation": If included in the Scope of
Services, such services during construction shall be limited to
periodic visual observation and testing of the work to determine
that the observed work generally conforms to the contract
documents. Olsson shall not be responsible for constant or
exhaustive observation of the work. Client understands and
agrees that such visual observations are discrete sampling
procedures and that such procedures indicate conditions that
exist only at the locations and times the observations were
performed. Performance of Construction Observation services
does not constitute a warranty or guarantee of any type, since
even with diligent observation, some construction defects,
deficiencies or omissions in the work may occur. Olsson shall
have no responsibility for the means, methods, techniques,
sequences or procedures selected by the contractor or for the
contractor's safety precautions and programs nor for failure by
the contractor to comply with any laws or regulations relating to
the performance or furnishing of any work by the contractor.
Client shall hold its contractor(s) solely responsible for the
quality and completion of the Project(s), including construction
in accordance with the construction documents. Any duty under
this Agreement is for the sole benefit of the Client and not for
any third party, including the contractor or any subcontractor.
Client, or its designees shall notify Olsson at least twenty-four
(24) hours in advance of any field tests and observations
required by the construction documents.
4.7 "Inspect" or "Inspection": If included in the Scope of
Services, such services shall be limited to the periodic visual
observation of the contractor's completed work to permit Olsson,
as an experienced and qualified professional, to determine that
the observed work, generally conforms to the contract
documents. Olsson shall not be responsible for constant or
exhaustive observation of the work. Client understands and
agrees that such visual observations are discrete sampling
procedures and that such procedures indicate conditions that
exist only at the locations and times the observations were
performed. Performance of such observation services does not
constitute a warranty or guarantee of any type, since even with
Page 3 of 8 19-3868.01
diligent observation, some construction defects, deficiencies or
omissions in the work may occur. Olsson shall have no
responsibility for the means, methods, techniques, sequences
or procedures selected by the contractor(s) or for the
contractor's safety precautions and programs nor for failure by
the contractor(s) to comply with any laws or regulations relating
to the performance or furnishing of any work by the
contractor(s). Client shall hold its contractor(s) solely
responsible for the quality and completion of the Project(s),
including construction in accordance with the construction
documents. Any duty under this Agreement is for the sole benefit
of the Client and not for any third party, including the
contractor(s) or any subcontractor(s). Client, or its designees,
shall notify Olsson at least twenty-four (24) hours in advance of
any inspections required by the construction documents.
4.8 "Record Documents": Drawings prepared by Olsson
upon the completion of construction based upon the drawings
and other data furnished to Olsson by the Contractor and others
showing significant changes in the work on the Project(s) made
during construction. Because Record Documents are prepared
based on unverified information provided by others, Olsson
makes no warranty of the accuracy or completeness of the
Record Documents.
SECTION 5—TERMINATION
5.1 Either party may terminate this Agreement, for cause
upon giving the other party not less than seven (7) calendar days
written notice of default for any of the following reasons;
provided, however, that the notified party shall have the same
seven (7) calendar day period in which to cure the default:
5.1.1 Substantial failure by the other party to perform
in accordance with the terms of this Agreement and through no
fault of the terminating party;
5.1.2 Assignment of this Agreement or transfer of the
Project(s) by either party to any other entity without the prior
written consent of the other party;
5.1.3 Suspension of the Project(s) or Olsson's
services by the Client for more than ninety (90) calendar days,
consecutive or in the aggregate.
5.2 In the event of a "for cause" termination of this
Agreement by either party, the Client shall, within fifteen (15)
calendar days after receiving Olsson's final invoice, pay Olsson
for all services rendered and all reimbursable costs incurred by
Olsson up to the date of termination, in accordance with the
payment provisions of this Agreement.
5.2.1 In the event of a "for cause" termination of this
Agreement by Client and (a) a final determination of default is
entered against Olsson under Section 6.2 and (b) Client has fully
satisfied all of its obligations under this Agreement, Olsson shall
grant Client a limited license to use the Work Product pursuant
to Section 7.1.
5.3 The Client may terminate this Agreement for the
Client's convenience and without cause upon giving Olsson not
less than seven (7) calendar days written notice. In the event of
any termination that is not the fault of Olsson, the Client shall
pay Olsson, in addition to payment for services rendered and
reimbursable costs incurred, for all expenses reasonably
incurred by Olsson in connection with the orderly termination of
this Agreement, including but not limited to demobilization,
reassignment of personnel, associated overhead costs, any
fees, costs or expenses incurred by Olsson in preparing or
negotiating any proposals submitted to Client for Olsson's
Scope of Services or Optional Additional Services under this
Agreement and all other expenses directly resulting from the
termination and a reasonable profit of ten percent (10%) of
Olsson's actual costs (including overhead) incurred.
SECTION 6—DISPUTE RESOLUTION
6.1. Mediation
6.1.1 All questions in dispute under this Agreement
shall be submitted to mediation. On the written notice of either
party to the other of the election to submit any dispute under this
Agreement to mediation, each party shall designate their
representatives and shall meet within ten (10) days after the
service of the notice. The parties themselves shall then attempt
to resolve the dispute within ten (10) days of meeting.
6.1.2 Should the parties themselves be unable to
agree on a resolution of the dispute, and then the parties shall
appoint a third party who shall be a competent and impartial
party and who shall be acceptable to each party, to mediate the
dispute. Any third party mediator shall be qualified to evaluate
the performance of both of the parties, and shall be familiar with
the design and construction progress. The third party shall meet
to hear the dispute within ten (10) days of their selection and
shall attempt to resolve the dispute within fifteen (15) days of
first meeting.
6.1.3 Each party shall pay the fees and expenses of
the third party mediator and such costs shall be borne equally
by both parties.
6.2 Arbitration or Litigation
6.2.1 Olsson and Client agree that from time to time,
there may be conflicts, disputes and/or disagreements between
them, arising out of or relating to the services of Olsson, the
Project(s), or this Agreement (hereinafter collectively referred to
as "Disputes") which may not be resolved through mediation.
Therefore, Olsson and Client agree that all Disputes shall be
resolved by binding arbitration or litigation at the sole discretion
and choice of Olsson. If Olsson chooses arbitration, the
arbitration proceeding shall proceed in accordance with the
Construction Industry Arbitration Rules of the AAA.
6.2.2 Client hereby agrees that Olsson shall have the
right to include Client, by consolidation, joinder or other manner,
in any arbitration or litigation involving Olsson and a
subconsultant or subcontractor of Olsson or Olsson and any
other person or entity, regardless of who originally initiated such
proceedings.
6.2.3 If Olsson chooses arbitration or litigation, either
may be commenced at any time prior to or after completion of
the Project(s), provided that if arbitration or litigation is
commenced prior to the completion of the Project(s), the
obligations of the parties under the terms of this Agreement shall
not be altered by reason of the arbitration or litigation being
conducted. Any arbitration hearings or litigation shall take place
in Lincoln, Nebraska, the location of Olsson's home office.
6.2.4 The prevailing party in any arbitration or
litigation relating to any Dispute shall be entitled to recover from
the other party those reasonable attorney fees, costs and
expenses incurred by the prevailing party in connection with the
Dispute.
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6.3 Certification of Merit
Client agrees that it will not assert any claim, including but not
limited to, professional negligence, negligence, breach of
contract, misconduct, error, omission, fraud, or
misrepresentation ("Claim") against Olsson, or any Olsson
subconsultant, unless Client has first provided Olsson with a
sworn certificate of merit affidavit setting forth the factual and
legal basis for such Claim (the "Certificate"). The Certificate
shall be executed by an independent engineer ("Certifying
Engineer") currently licensed and practicing in the jurisdiction of
the Project site. The Certificate must contain: (a) the name and
license number of the Certifying Engineer; (b the qualifications
of the Certifying Engineer, including a list of all publications
authored in the previous 10 years and a list of all cases in which
the Certifying Engineer testified within the previous 4 years ; (c)
a statement by the Certifying Engineer setting forth the factual
basis for the Claim; (d) a statement by the Certifying Engineer
of each and every act, error, or omission that the Certifying
Engineer contends supports the Claim or any alleged violation
of any applicable standard of care; (e) a statement by the
Certifying Engineer of all opinions the Certifying Engineer holds
regarding the Claim or any alleged violation of any applicable
standard of care; (f) a list of every document related to the
Project reviewed by the Certifying Engineer; and (g) a list of
every individual who provided Certifying Engineer with any
information regarding the Project. The Certificate shall be
provided to Olsson not less than thirty (30) days prior to any
arbitration or litigation commenced by Client or not less than ten
(10) days prior to the initial response submitted by Client in any
arbitration or litigation commenced by someone other than
Client. The Certificate is a condition precedent to the right of
Client to assert any Claim in any litigation or arbitration and
Client's failure to timely provide a Certificate to Olsson will be
grounds for automatic dismissal of the Claim with prejudice.
SECTION 7—MISCELLANEOUS
7.1 Reuse of Documents
All documents, including drawings, specifications, reports,
boring logs, maps, field data, data, test results, information,
recommendations, or opinions prepared or furnished by Olsson
(and Olsson's independent professional associates and
consultants) pursuant to this Agreement ("Work Product"), are
all Olsson's instruments of service, do not constitute goods or
products, and are copyrighted works of Olsson. Olsson shall
retain an ownership and property interest in such Work Product
whether or not the Project(s) is completed. If Client has fully
satisfied all of its obligations under this Agreement, Olsson shall
grant Client a limited license to use the Work Product and Client
may make and retain copies of Work Product for use in
connection with the Project(s); however, such Work Product is
for the exclusive use and benefit of Client or its agents in
connection with the Project(s), are not intended to inform, guide
or otherwise influence any other entities or persons with respect
to any particular business transactions, and should not be relied
upon by any entities or persons other than Client or its agents
for any purpose other than the Project(s). Such Work Product is
not intended or represented to be suitable for reuse by Client or
others on extensions of the Project(s) or on any other Project(s).
Client will not distribute or convey such Work Product to any
other persons or entities without Olsson's prior written consent
which shall include a release of Olsson from liability and
indemnification by the third party. Any reuse of Work Product
without written verification or adaptation by Olsson for the
specific purpose intended will be at Client's sole risk and without
liability or legal exposure to Olsson, or to Olsson's independent
professional associates or consultants, and Client shall
indemnify and hold harmless Olsson and Olsson's independent
professional associates and consultants from all claims,
damages, losses and expenses including attorneys' fees arising
out of or resulting therefrom. Any such verification or adaptation
of Work Product will entitle Olsson to further compensation at
rates to be agreed upon by Client and Olsson.
7.2 Electronic Files
By accepting and utilizing any electronic file of any Work Product
or other data transmitted by Olsson, the Client agrees for itself,
its successors, assigns, insurers and all those claiming under or
through it, that by using any of the information contained in the
attached electronic file, all users agree to be bound by the
following terms. All of the information contained in any electronic
file is the work product and instrument of service of Olsson, who
shall be deemed the author, and shall retain all common law,
statutory law and other rights, including copyrights, unless the
same have previously been transferred in writing to the Client.
The information contained in any electronic file is provided for
the convenience to the Client and is provided in "as is" condition.
The Client is aware that differences may exist between the
electronic files transferred and the printed hard -copy original
signed and stamped drawings or reports. In the event of a
conflict between the signed original documents prepared by
Olsson and the electronic files, which may be transferred, the
signed and sealed original documents shall govern. Olsson
specifically disclaims all warranties, expressed or implied,
including without limitation, and any warranty of merchantability
or fitness for a particular purpose with respect to any electronic
files. It shall be Client's responsibility to confirm the accuracy of
the information contained in the electronic file and that it
accurately reflects the information needed by the Client. Client
shall not retransmit any electronic files, or any portion thereof,
without including this disclaimer as part of any such
transmissions. In addition, Client agrees, to the fullest extent
permitted by law, to indemnify and hold harmless Olsson, its
officers, directors, employees and sub consultants against any
and all damages, liabilities, claims or costs, including
reasonable attorney's and expert witness fees and defense
costs, arising from any changes made by anyone other than
Olsson or from any reuse of the electronic files without the prior
written consent of Olsson.
7.3 Opinion of Probable Cost
Since Olsson has no control over the cost of labor, materials,
equipment or services furnished by others, or over the
contractor(s)' methods of determining prices, or over competitive
bidding or market conditions, Olsson's Opinion of Probable Cost
provided for herein is made on the basis of Olsson's experience
and qualifications and represent Olsson's best judgment as an
experienced and qualified professional engineer, familiar with
the construction industry. Client acknowledges and agrees that
Olsson cannot and does not guarantee proposals or bids and
that actual total Project(s) or construction costs may reasonably
vary from Olsson's Opinion of Probable Cost. If prior to the
bidding or negotiating phase Client wishes greater assurance as
to total Project(s) or construction costs, Client shall employ an
independent cost estimator as provided in paragraph 3.4.3. If
Olsson's Opinion of Probable Cost was performed in
accordance with its standard of care and was reasonable under
the total circumstances, any services performed by Olsson to
modify the contract documents to bring the construction cost
within any limitation established by Client will be considered
Optional Additional Services and paid for as such by Client. If,
however, Olsson's Opinion of Probable Cost was not performed
Page 5 of 8 19-3868.01
in accordance with its standard of care and was unreasonable
under the total circumstances and the lowest negotiated bid for
construction of the Project(s) unreasonably exceeds Olsson's
Opinion of Probable Cost, Olsson shall modify its work as
necessary to adjust the Project(s)' size, and/or quality to
reasonably comply with the Client's budget at no additional cost
to Client. Under such circumstances, Olsson's modification of its
work at no cost shall be the limit of Olsson's responsibility with
regard to any unreasonable Opinion of Probable Cost.
7.4 Prevailing Wages
It is Client's responsibility to determine whether the Project(s) is
covered under any prevailing wage regulations. Unless Client
specifically informs Olsson in writing that the Project(s) is a
prevailing wage project and is identified as such in the Scope of
Services, Client agrees to reimburse Olsson and to defend,
indemnify and hold harmless Olsson from and against any
liability, including costs, fines and attorneys' fees, resulting from
a subsequent determination that the Project(s) was covered
under any prevailing wage regulations.
7.5 Samples
All material testing samples shall remain the property of the
Client. If appropriate, Olsson shall preserve samples obtained
no longer than forty-five (45) days after the issuance of any
document that includes the data obtained from those samples.
After that date, Olsson may dispose of the samples or return
them to Client at Client's cost.
7.6 Standard of Care
Olsson will strive to perform its services in a manner consistent
with that level of care and skill ordinarily exercised by members
of Olsson's profession providing similar services in the same
locality under similar circumstances at the time Olsson's
services are performed. This Agreement creates no other
representation, warranty or guarantee, express or implied.
7.7 Force Majeure
Any delay in the performance of any of the duties or obligations
of either party hereto (except the payment of money) shall not
be considered a breach of this Agreement and the time required
for performance shall be extended for a period equal to the
period of such delay, provided that such delay has been caused
by or is the result of any acts of God, acts of the public enemy,
insurrections, riots, embargoes, labor disputes, including strikes,
lockouts, job actions, boycotts, fires, explosions, floods,
shortages of material or energy, or other unforeseeable causes
beyond the control and without the fault or negligence of the
party so affected. The affected party shall give prompt notice to
the other party of such cause, and shall take promptly whatever
reasonable steps are necessary to relieve the effect of such
cause.
7.8 Equal Employment Opportunity
Olsson and any sub -consultant or subcontractor shall abide by
the requirements of 41 CFR 60-1.4(a), 60-300.5(a) and 60-
741.5(a). These regulations prohibit discrimination against
qualified individuals based on their status as protected veterans
or individuals with disabilities, and prohibit discrimination against
all individuals based on their race, color, religion, sex, sexual
orientation, gender identity or national origin. Moreover, these
regulations require that covered prime contractors and
subcontractors take affirmative action to employ and advance in
employment individuals without regard to race, color, religion,
sex, sexual orientation, gender identity, national origin, disability
or veteran status.
7.9 Confidentiality
In performing this Agreement, the parties may disclose to each
other written, oral, electronic, graphic, machine-readable,
tangible or intangible, non-public, confidential or proprietary data
or information in any form or medium, including but not limited
to: (1) information of a business, planning, marketing,
conceptual, design, or technical nature; (2) models, tools,
hardware, software or source code; and (3) any documents,
videos, photographs, audio files, data, studies, reports,
flowcharts, works in progress, memoranda, notes, files or
analyses that contain, summarize or are based upon any non-
public, proprietary or confidential information (hereafter referred
to as the "Information"). The Information is not required to be
marked as confidential.
7.9.1 Therefore, Olsson and Client agree that the
party receiving Information from the other party to this
Agreement (the "Receiving Party") shall keep Information
confidential and not use the Information in any manner other
than in the performance of this Agreement without prior written
approval of the party disclosing Information (the "Disclosing
Party") unless Client is a public entity and the release of
Information is required by law or legal process.
7.9.2 Prior to the start of construction on the Project,
the existence of discussions between the parties, the purpose
of this Agreement, and this Agreement shall be considered
Information subject to the confidentiality provisions of this
Agreement.
7.9.3 Notwithstanding anything to the contrary herein,
the Receiving Party shall have no obligation to preserve the
confidentiality of any Information which:
7.9.3.1 was previously known to the Receiving
Party free of any obligation to keep it confidential; or
7.9.3.2 is or becomes publicly available by other
than unauthorized disclosures; or
7.9.3.3 is independently developed by the
Receiving Party without a breach of this Agreement; or
7.9.3.4 is disclosed to third parties by the
Disclosing Party without restrictions; or
7.9.3.5 is received from a third party not subject to
any confidentiality obligations.
7.9.4 In the event that the Receiving Party is required
by law or legal process to disclose any of Information of the
Disclosing Party, the Receiving Party required to disclose such
Information shall provide the Disclosing Party with prompt oral
and written notice, unless notice is prohibited by law (in which
case such notice shall be provided as early as may be legally
permissible), of any such requirement so that the Disclosing
Party may seek a protective order or other appropriate remedy.
7.9.5 Notwithstanding anything to the contrary herein
(or to the contrary of any existing or future nondisclosure,
confidentiality or similar agreement between the parties), Olsson
is authorized, to use, display, reproduce, publish, transmit, and
distribute Information (including, but not limited to, videos and
Page 6 of 8 19-3868.01
photographs of the Project) on and in any and all formats and
media (including, but not limited to, Olsson's internet website)
throughout the world and in all languages in connection with or
in any manner relating to the marketing, advertising, selling,
qualifying, proposing, commercializing, and promotion of Olsson
and/or its services and business and in connection with any
other lawful purpose of Olsson. In the event of any conflict or
inconsistency between the provisions of this section and any
other prior or future nondisclosure, confidentiality or similar
agreement between the parties, the terms of this section shall
take precedence.
7.9.6 Nothing contained in this Agreement shall be
construed as altering any rights that the Disclosing Party has in
the Information exchanged with or disclosed to the Receiving
Party, and upon request, the Receiving Party will return all
Information received in tangible form to the Disclosing Party, or
at the Receiving Party's option, destroy all such Information. If
the Receiving Party exercises its option to destroy the
Information, the Receiving Party shall certify such destruction to
the Disclosing Party.
7.9.7 The parties acknowledge that disclosure or use
of Information in violation of this Agreement could cause
irreparable harm for which monetary damages may be difficult
to ascertain or constitute an inadequate remedy. Each party
therefore agrees that the Disclosing Party shall be entitled in
addition to its other rights to seek injunctive relief for any
violation of this Agreement.
7.9.8 The obligations of confidentiality set forth herein
shall survive termination of this Agreement but shall only remain
in effect for a period of one (1) year from the date the Information
is first disclosed.
7.10 Damage or Injury to Subterranean Structures or
Utilities, Hazardous Materials, Pollution and Contamination
7.10.1 To the extent that work pursuant to this
Agreement requires any sampling, boring, excavation, ditching
or other disruption of the soil or subsurface at the Site, Olsson
shall confer with Client prior to such activity and Client will be
responsible for identifying, locating and marking, as necessary,
any private subterranean structures or utilities and Olsson shall
be responsible for arranging investigation of public subterranean
structures or utilities through an appropriate utility one -call
provider. Thereafter, Olsson shall take all reasonable
precautions to avoid damage or injury to subterranean
structures or utilities which were identified by Client or the one -
call provider. Olsson shall not be responsible for any damage,
liability or costs, for any property damage, injury or economic
loss arising or allegedly arising from damages to subterranean
structures or utilities caused by subsurface penetrations in
locations approved by Client and/or the one call provider or not
correctly shown on any plans, drawings or utility clearance
provided to Olsson, except for damages caused by the
negligence of Olsson in the use of such information.
7.10.2 It is understood and agreed that any assistance
Olsson may provide Client in the disposal of waste materials
shall not result in Olsson being deemed as a generator,
arranger, transporter or disposer of hazardous materials or
hazardous waste as defined under any law or regulation. Title to
all samples and waste materials remains with Client, and at no
time shall Olsson take title to the above material. Client may
authorize Olsson to execute Hazardous Waste Manifest, Bill of
Lading or other forms as agent of Client. If Client requests
Olsson to execute such documents as its agent, the Hazardous
Waste Manifest, Bill of Lading or other similar documents shall
be completed in the name of the Client. Client agrees to
indemnify and hold Olsson harmless from any and all claims that
Olsson is a generator, arranger, transporter, or disposer of
hazardous waste as a result of any actions of Olsson, including,
but not limited to, Olsson signing a Hazardous Waste Manifest,
Bill of Lading or other form on behalf of Client.
7.10.3 At any time, Olsson can request in writing that
Client remove samples, cuttings and hazardous substances
generated by the Project(s) from the project site or other
location. Client shall promptly comply with such request, and
pay and be responsible for the removal and lawful disposal of
samples, cuttings and hazardous substances, unless other
arrangements are mutually agreed upon in writing.
7.10.4 Client shall release Olsson of any liability for,
and shall defend and indemnify Olsson against any and all
claims, liability and expense resulting from operations under this
Agreement on account of injury to, destruction of, or loss or
impairment of any property right in or to oil, gas, or other mineral
substance or water, if at the time of the act or omission causing
such injury, destruction, loss or impairment, said substance had
not been reduced to physical possession above the surface of
the earth, and for any loss or damage to any formation, strata,
reservoir beneath the surface of the earth.
7.10.5 Notwithstanding anything to the contrary
contained herein, it is understood and agreed by and between
Olsson and Client that the responsibility for pollution and
contamination shall be as follows:
7.10.5.1 Unless otherwise provided herein, Client
shall assume all responsibility for, including control and removal
of, and protect, defend and save harmless Olsson from and
against all claims, demands and causes of action of every kind
and character arising from pollution or contamination (including
naturally occurring radioactive material) which originates above
the surface of the land or water from spills of fuels, lubricants,
motor oils, pipe dope, paints, solvents, ballast, bilge and
garbage, except unavoidable pollution from reserve pits, wholly
in Olsson's possession and control and directly associated with
Olsson's equipment.
7.10.5.2 In the event a third party commits an act or
omission which results in pollution or contamination for which
either Olsson or Client, for whom such party is performing work,
is held to be legally liable, the responsibility therefore shall be
considered as between Olsson and Client, to be the same as if
the party for whom the work was performed had performed the
same and all of the obligations regarding defense, indemnity,
holding harmless and limitation of responsibility and liability, as
set forth herein, shall be specifically applied.
7.11 Controlling Law and Venue
The parties agree that this Agreement and any legal actions
concerning its validity, interpretation or performance shall be
governed by the laws of the State of Nebraska. It is further
agreed that any legal action between the parties arising out of
this Agreement or the performance of services shall be brought
in a court of competent jurisdiction in Nebraska.
Page 7 of 8 19-3868.01
7.12 Subconsultants
Olsson may utilize as necessary in its discretion subconsultants
and other subcontractors. Olsson will be paid for all services
rendered by its subconsultants and other subconsultants as set
forth in this Agreement.
7.13 Assignment
7.13.1 Client and Olsson each are hereby bound and
the partners, successors, executors, administrators and legal
representatives of Client and Olsson (and to the extent
permitted by paragraph 7.13.2 the assigns of Client and Olsson)
are hereby bound to the other party to this Agreement and to the
partners, successors, executors, administrators and legal
representatives (and said assigns) of such other party, in
respect of all covenants, agreements and obligations of this
Agreement.
7.13.2 Neither Client nor Olsson shall assign, sublet or
transfer any rights under or interest in (including, but without
limitation, moneys that may become due or moneys that are
due) this Agreement without the written consent of the other,
except to the extent that any assignment, subletting or transfer
is mandated by law or the effect of this limitation may be
restricted by law. Unless specifically stated to the contrary in any
written consent to an assignment, no assignment will release or
discharge the assignor from any duty or responsibility under this
Agreement. Nothing contained in this paragraph shall prevent
Olsson from employing such subconsultants and other
subcontractors as Olsson may deem appropriate to assist in the
performance of services under this Agreement.
7.13.3 Nothing under this Agreement shall be
construed to give any rights or benefits in this Agreement to
anyone other than Client and Olsson, and all duties and
responsibilities undertaken pursuant to this Agreement will be
for the sole and exclusive benefit of Client and Olsson and not
for the benefit of any other party. There are no third -party
beneficiaries of this Agreement.
7.14 Indemnity
Olsson and Client mutually agree, to the fullest extent permitted
by law, to indemnify and hold each other harmless from any and
all damages, liabilities or costs, including reasonable attorneys'
fees and defense costs, relating to third party personal injury or
third party property damage and arising from their own negligent
acts, errors or omissions in the performance of their services
under this Agreement, but only to the extent that each party is
responsible for such damages, liabilities or costs on a
comparative basis of fault.
7.15 Limitation on Damages
7.15.1 Notwithstanding any other provision of this
Agreement, and to the fullest extent permitted by law, neither
party's individual employees, principals, officers or directors
shall be subject to personal liability or damages arising out of or
connected in any way to the Project(s) or to this Agreement.
7.15.2 Notwithstanding any other provision of this
Agreement, and to the fullest extent permitted by law, neither
Client nor Olsson, their respective officers, directors, partners,
employees, contractors or subconsultants shall be liable to the
other or shall make any claim for any delay damages, any
punitive damages or any incidental, indirect or consequential
damages arising out of or connected in any way to the Project(s)
or to this Agreement. This mutual waiver of delay damages and
consequential damages shall include, but is not limited to,
disruptions, accelerations, inefficiencies, increased construction
costs, increased home office overhead, loss of use, loss of profit,
loss of business, loss of income, loss of reputation or any other
delay or consequential damages that either party may have
incurred from any cause of action including, but not limited to,
negligence, statutory violations, misrepresentation, fraud,
deceptive trade practices, breach of fiduciary duties, strict
liability, breach of contract and/or breach of strict or implied
warranty. Both the Client and Olsson shall require similar
waivers of consequential damages protecting all the entities or
persons named herein in all contracts and subcontracts with
others involved in the Project(s).
7.15.3 Notwithstanding any other provision of this
Agreement, Client agrees that, to the fullest extent permitted by
law, Olsson's total liability to the Client for any and all injuries,
claims, losses, expenses, damages, or claims expenses of any
kind arising from any services provided by or through Olsson
under this Agreement, shall not exceed the amount of Olsson's
fee earned under this Agreement. Client acknowledges that
such causes include, but are not limited to, negligence, statutory
violations, misrepresentation, fraud, deceptive trade practices,
breach of fiduciary duties, strict liability, breach of contract
and/or breach of strict or implied warranty. This limitation of
liability shall apply to all phases of Olsson's services performed
in connection with the Project(s), whether subsequent to or prior
to the execution of this Agreement.
7.16 Entire Agreement
This Agreement supersedes all prior communications,
understandings and agreements, whether oral or written.
Amendments to this Agreement must be in writing and signed
by the Client and Olsson.
Page 8 of 8 19-3868.01
FEDERAL CONTRACT PROVISIONS FOR A/E AGREEMENTS
ALL REFERENCES MADE HEREIN TO "CONTRACTOR", `PRIME CONTRACTOR", "BIDDER",
"OFFEROR", AND "APPLICANT" SHALL PERTAIN TO THE ARCHITECT/ENGINEER (A/E).
ALL REFERENCES MADE HEREIN TO "SUBCONTRACTOR", "SUB -TIER CONTRACTOR" OR
"LOWER TIER CONTRACTOR" SHALL PERTAIN TO ANY SUBCONSULTANT UNDER
CONTRACT WITH THE A/E.
ALL REFERENCES MADE HEREIN TO "SPONSOR" AND "OWNER" SHALL PERTAIN TO THE
STATE, CITY, AIRPORT AUTHORITY OR OTHER PUBLIC ENTITY EXECUTING CONTRACTS
WITH THE A/E.
ACCESS TO RECORDS AND REPORTS
Reference: 2 CFR § 200.333, 2 CFR § 200.336, and FAA Order 5100.38
The contractor must maintain an acceptable costa ccounting system. The contractor agrees top rovide the
Sponsor, the Federal Aviation Administration, and the Comptroller General of the United Statesor any of
their duly authorized representatives access to any books, documents, papers, and records of the
contractor which are directly pertinent to the specific contract for the purpose of making audit,
examination, excerpts and transcriptions. The contractor agrees to maintain all books, records and reports
required under this contract for a period of not less than three years after final payment is made and all
pending matters are closed.
CIVIL RIGHTS—GENERAL
Reference: 49 USC § 47123
The contractor agrees that it will comply with pertinent statutes, Executive Orders and such rules as are
promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age,
or disability be excluded from participating in any activity conducted with or benefitingfrom Federal
assistance.
This provision binds the contractor and sub -tier contractors from the bid solicitation period through the
completion of the contract. This provision is in addition to that required of Title VI of the Civil Rights Act of
1964.
CIVIL RIGHTS — TITLE VI ASSURANCE
Reference: 49 USC § 47123 and FAA Order 1400.11
A) Title VI Solicitation Notice
The (Name of Sponsor), in accordance with the provisions of Title VI of the Civil Rights Actof 1964 (78 Stat.
252, 42 U.S.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifiesall bidders that it will affirmatively
ensure that any contract entered into pursuant tothis advertisement, disadvantaged business enterprises
will be afforded full and fairopportunity to submit bids in response to this invitation and will not be
discriminated against onthe grounds of race, color, or national origin in consideration for an award.
Page 1 of 11 Updated November 12, 2019
B) Title VI Clauses for Compliance with Nondiscrimination Requirements
During the performance of this contract, the contractor, for itself, its assignees, and successors in interest
(hereinafter referred to as the "contractor") agrees asfollows:
1) Compliance with Regulations: The contractor (hereinafter includes consultants) will comply with the
Title VI List of Pertinent Nondiscrimination Acts and Authorities, as they maybe amended from time to
time, which are herein incorporated by reference and made a part of this contract.
2) Non-discrimination: The contractor, with regard to the work performed by it during thecontract, will
not discriminate on the grounds of race, color, or national origin in the selection and retention of
subcontractors, including procurements of materials and leases of equipment. The contractor will not
participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and
Authorities, including employment practices when the contract covers any activity, project, or program
set forth in Appendix B of 49 CFR part 21.
3) Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations,
either by competitive bidding, or negotiation made by the contractor for work tobe performed under a
subcontract, including procurements of materials, or leases of equipment, each potential subcontractor
or supplier will be notified by the contractor of the contractor's obligations under this contract and the
Nondiscrimination Acts and Authorities on the grounds of race, color, or national origin.
4) Information and Reports: The contractor will provide all information and reports required by the
Nondiscrimination Acts and Authorities, and directives issued pursuant thereto and will permit access
to its books, records, accounts, other sources of information, and its facilities as may be determined by
the sponsor or the Federal Aviation Administration to be pertinent to ascertain compliance with such
Nondiscrimination Acts and Authorities and instructions. Where any information required of a
contractor is inthe exclusive possession of another who fails or refuses to furnish the information, the
contractor will so certify to the sponsor or the Federal Aviation Administration, as appropriate, and will
setforth what efforts it has made to obtain the information.
5) Sanctions for Noncompliance: In the event of a contractor's noncompliance with the Non-
discrimination provisions of this contract, the sponsor will impose such contract sanctions as it or the
Federal Aviation Administration may determine to be appropriate, including, but notlimited to:
a. Withholding payments to the contractor under the contract until the contractor complies; and/or
b. Cancelling, terminating, or suspending a contract, in whole or in part.
6) Incorporation of Provisions: The contractor will include the provisions of paragraphs one through six in
every subcontract, including procurements of materials and leases of equipment, unless exempt by the
Nondiscrimination Acts and Authorities, and directives issued pursuant thereto. The contractorwill
take action with respect to any subcontract or procurement as the sponsor or the Federal Aviation
Administration may direct as a means of enforcing such provisions including sanctions for
noncompliance. Provided, that if the contractor becomes involved in, or is threatened with litigation by
a subcontractor, or supplier because of such direction, the contractor may request the sponsor to enter
into any litigation to protect the interests of the sponsor. In addition, the contractor may request the
United States to enter into the litigation to protect the interests of the United States.
Page 2 of 11 Updated November 12, 2019
Q Title VI List of Pertinent Nondiscrimination Authorities
During the performance of this contract, the contractor, for itself, its assignees, and successors in interest
(hereinafter referred to as the "contractor") agrees to comply with the following non- discrimination
statutes and authorities; including but not limitedto:
• Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination
on the basis of race, color, national origin);
• 49 CFR part 21 (Non-discrimination in Federally -Assisted Programs of The Department of
Transportation—Effectuation of Title VI of The Civil Rights Act of 1964);
• The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. §
4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because
of Federal or Federal -aid programs and projects);
• Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits
discrimination on the basis of disability); and 49 CFR part 27;
• The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on
the basis of age);
• Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits
discrimination based on race, creed, color, national origin, or sex);
• The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability
of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the
Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include
all of the programs or activities of the Federal -aid recipients, sub -recipients and contractors, whether
such programs or activities are Federally funded or not);
• Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on the basis
of disability in the operation of public entities, public and private transportation systems, places of
public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by
Department of Transportation regulations at 49 CFR parts 37 and 38;
• The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits
discrimination on the basis of race, color, national origin, and sex);
• Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and
Low -Income Populations, which ensures non-discrimination against minority populations by
discouraging programs, policies, and activities with disproportionately high and adverse human health
or environmental effects on minority and low-income populations;
• Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and
resulting agency guidance, national origin discrimination includes discrimination because of limited
English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure
that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100);
• Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating
because of sex in education programs or activities (20 U.S.C. 1681 et seq).
Page 3 of 11 Updated November 12, 2019
DISADVANTAGED BUSINESS ENTERPRISE
Reference: 49 CFR part 26
Contract Assurance (§ 26.13) - The contractor or subcontractor shall not discriminate on the basis of race,
color, national origin, or sex in the performance of this contract. The contractor shall carryout applicable
requirements of 49 CFR Part 26 in the award and administration of DOT assisted contracts. Failure by the
contractor to carry out these requirements is a material breach of this contract,which may result in the
termination of this contract or such other remedy, as the recipient deems appropriate.
Prompt Payment (§26.29) - The prime contractor agrees to pay each subcontractor under thisprime
contract for satisfactory performance of its contract no later than thirty (30) calendar days fromthe receipt
of each payment the prime contractor receives from the Sponsor. The prime contractoragrees further to
return retainage payments to each subcontractor within thirty (30) calendar days afterthe subcontractor's
work is satisfactorily completed. Any delay or postponement of payment from the above referenced time
frame may occur only for good cause following written approval of the Sponsor. This clause applies to both
DBE and non -DBE subcontractors.
ENERGY CONSERVATION REQUIREMENTS
Reference: 2 CFR § 200, Appendix II (H)
Contractor and each subcontractor agree to comply with mandatory standards and policies relating to
energy efficiency as contained in the state energy conservation plan issued in compliance with the Energy
Policy and Conservation Act (42 U.S.C. 6201 et seq).
FEDERAL FAIR LABOR STANDARDS ACT (FEDERAL MINIMUM WAGE)
Reference: 29 USC § 201, et seq.
All contracts and subcontracts that result from this solicitation incorporate by reference the provisions of
29 CFR part 201, the Federal Fair Labor Standards Act (FLSA), with the same force and effect as if given in
full text. The FLSA sets minimum wage, overtime pay, recordkeeping, and child labor standards for full and
part time workers.
The Consultant has full responsibility to monitor compliance to the referenced statute or regulation. The
Consultant must address any claims or disputes that pertain to a referenced requirement directly with the
U.S. Department of Labor — Wage and Hour Division.
OCCUPATIONAL SAFETY AND HEALTH ACT OF 1970
Reference: 20 CFR part 1910
All contracts and subcontracts that result from this solicitation incorporate by reference the requirements
of 29 CFR Part 1910 with the same force and effect as if given in full text. Contractor must provide a work
environment that is free from recognized hazards that may cause death or serious physical harm to the
employee. The Contractor retains full responsibility to monitor its compliance and their subcontractor's
compliance with the applicable requirements of the Occupational Safety and Health Act of 1970 (20 CFR
Part 1910). Contractor must address any claims or disputes that pertain to a referenced requirement
directly with the U.S. Department of Labor— Occupational Safety and Health Administration.
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RIGHT TO INVENTIONS
Reference: 2 CFR § 200 Appendix II (F) and 37 CFR §401
Contracts or agreements that include the performance of experimental, developmental, or research work
must provide for the rights of the Federal Government and the Owner in any resulting invention as
established by 37 CFR part 401, Rights to Inventions Made by Non-profit Organizations and Small Business
Firms under Government Grants, Contracts, and Cooperative Agreements. This contract incorporates by
reference the patent and inventions rights as specified within in the 37 CFR §401.14. Contractor must
include this requirement in all sub -tier contracts involving experimental, developmental or research work.
SEISMIC SAFETY
Reference: 49 CFR part 41
In the performance of design services, the Consultant agrees to furnish a building design and associated
construction specification that conform to a building code standard which provides a level of seismic safety
substantially equivalent to standards as established by the National Earthquake Hazards Reduction Program
(NEHRP). Local building codes that model their building code after the current version of the International
Building Code (IBC) meet the NEHRP equivalency level for seismic safety. At the conclusion of the design
services, the Consultant agrees to furnish the Owner a "certification of compliance" that attests
conformance of the building design and the construction specifications with the seismic standards of
NEHRP or an equivalent building code.
TAX DELINQUENCY AND FELONCY CONVICTION
Reference: Sections 415 and 416 of Title IV, Division L of the Consolidated Appropriations Act, 2014 (Pub. L.
113-76) and DOT Order 4200.6
Certification - The applicant represents that it is not a corporation that has any unpaid Federal tax liability
that has been assessed, for which all judicial and administrative remedies have been exhausted or have
lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority
responsible for collecting the tax liability. A tax delinquency is any unpaid Federal tax liability that has been
assessed, for which all judicial and administrative remedies have been exhausted, or have lapsed, and that
is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting
the tax liability.
Certification - The applicant represents that it is not a corporation that was convicted of a criminal violation
under any Federal law within the preceding 24 months. A felony conviction means a conviction within the
preceding twenty four (24) months of a felony criminal violation under any Federal law and includes
conviction of an offense defined in a section of the U.S. code that specifically classifies the offense as a
felony and conviction of an offense that is classified as a felony under 18 U.S.C. § 3559.
Page 5 of 11 Updated November 12, 2019
TRADE RESTRICTION CERTIFICATION
Reference: 49 USC § 50104 and 49 CFR part 30
By submission of an offer, the Offeror certifies that with respect to this solicitation and any resultant
contract, the Offeror:
a) is not owned or controlled by one or more citizens of a foreign country included in the list of
countries that discriminate against U.S. firms as published by the Office of the United States Trade
Representative (U.S.T.R.);
b) has not knowingly entered into any contract or subcontract for this project with a person that is a
citizen or national of a foreign country included on the list of countries that discriminate against
U.S. firms as published by the U.S.T.R; and
c) has not entered into any subcontract for any product to be used on the Federal on the project that
is produced in a foreign country included on the list of countries that discriminate against U.S.
firms published by the U.S.T.R.
This certification concerns a matter within the jurisdiction of an agency of the United States of America and
the making of a false, fictitious, or fraudulent certification may render the maker subject to prosecution
under Title 18, United States Code, Section 1001.
The Offeror/Contractor must provide immediate written notice to the Owner if the Offeror/Contractor
learns that its certification or that of a subcontractor was erroneous when submitted or has become
erroneous by reason of changed circumstances. The Contractor must require subcontractors provide
immediate written notice to the Contractor if at any time it learns that its certification was erroneous by
reason of changed circumstances.
Unless the restrictions of this clause are waived by the Secretary of Transportation in accordance with 49
CFR 30.17, no contract shall be awarded to an Offeror or subcontractor:
a) who is owned or controlled by one or more citizens or nationals of a foreign country included on
the list of countries that discriminate against U.S, firms published by the U.S.T.R. or
b) whose subcontractors are owned or controlled by one or more citizens or nationals of a foreign
country on such U.S.T.R. list or
c) who incorporates in the public works project any product of a foreign country on such U.S.T.R. list;
Nothing contained in the foregoing shall be construed to require establishment of a system of records in
order to render, in good faith, the certification required by this provision. The knowledge and information
of a contractor is not required to exceed that which is normally possessed by a prudent person in the
ordinary course of business dealings.
The Offeror agrees that, if awarded a contract resulting from this solicitation, it will incorporate this
provision for certification without modification in in all lower tier subcontracts. The contractor may rely on
the certification of a prospective subcontractor that it is not a firm from a foreign country included on the
list of countries that discriminate against U.S. firms as published by U.S.T.R, unless the Offeror has
knowledge that the certification is erroneous.
This certification is a material representation of fact upon which reliance was placed when making an
award. If it is later determined that the Contractor or subcontractor knowingly rendered an erroneous
certification, the Federal Aviation Administration may direct through the Owner cancellation of the contract
or subcontract for default at no cost to the Owner or the FAA.
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VETERAN'S PREFERENCE
Reference: 49 USC § 47112(c)
In the employment of labor (excluding executive, administrative, and supervisory positions), the contractor
and all sub -tier contractors must give preference to covered veterans as defined within Title 49 United
States Code Section 47112. Covered veterans include Vietnam -era veterans, Persian Gulf veterans,
Afghanistan -Iraq war veterans, disabled veterans, and small business concerns (as defined by 15 U.S.C. 632)
owned and controlled by disabled veterans. This preference only applies when there are covered veterans
readily available and qualified to perform the work to which the employment relates.
PROVISIONS APPLICABLE TO CONTRACTS EXCEEDING $3,500
DISTRACTED DRIVING
Reference: Executive Order 13513 and DOT Order3902.10
In accordance with Executive Order 13513, "Federal Leadership on Reducing Text Messaging While Driving"
(10/1/2009) and DOT Order 3902.10 "Text Messaging While Driving" (12/30/2009), the FAA encourages
recipients of Federal grant funds to adopt and enforce safety policies that decreasecrashes by distracted
drivers, including policies to ban text messaging while driving when performingwork related to a grant or
sub -grant.
In support of this initiative, the Owner encourages the Contractor to promote policies and initiatives for its
employees and other work personnel that decrease crashes by distracted drivers, including policies that ban
text messaging while driving motor vehicles while performing work activities associated with the project. The
Contractor must include the substance of this clause in all sub -tier contracts exceeding $3,500 and involve
driving a motor vehicle in performance of work activities associated with the project.
PROVISIONS APPLICABLE TO CONTRACTS EXCEEDING $10,000
TERMINATION OF CONTRACT
Reference: 2 CFR § 200 Appendix II (B)
Termination for Convenience
The Owner may, by written notice to the Consultant, terminate this Agreement for its convenience and
without cause or default on the part of Consultant. Upon receipt of the notice of termination, except as
explicitly directed by the Owner, the Contractor must immediately discontinue all services affected.
Upon termination of the Agreement, the Consultant must deliver to the Owner all data, surveys, models,
drawings, specifications, reports, maps, photographs, estimates, summaries, and other documents and
materials prepared by the Engineer under this contract, whether complete or partially complete.
Owner agrees to make just and equitable compensation to the Consultant for satisfactory work completed
up through the date the Consultant receives the termination notice. Compensation will not include
anticipated profit on non -performed services.
Owner further agrees to hold Consultant harmless for errors or omissions in documents that are
incomplete as a result of the termination action under this clause.
Termination by Default
Either party may terminate this Agreement for cause if the other party fails to fulfill its obligations that are
essential to the completion of the work per the terms and conditions of the Agreement. The party initiating
Page 7 of 11 Updated November 12, 2019
the termination action must allow the breaching party an opportunity to dispute or cure the breach.
The terminating party must provide the breaching party [7] days advance written notice of its intent to
terminate the Agreement. The notice must specify the nature and extent of the breach, the conditions
necessary to cure the breach, and the effective date of the termination action. The rights and remedies in
this clause are in addition to any other rights and remedies provided by law or under this agreement.
a) Termination by Owner: The Owner may terminate this Agreement in whole or in part, for the failure
of the Consultant to:
1) Perform the services within the time specified in this contract or by Owner approved extension;
2) Make adequate progress so as to endanger satisfactory performance of the Project;
3) Fulfill the obligations of the Agreement that are essential to the completion of the Project.
Upon receipt of the notice of termination, the Consultant must immediately discontinue all services
affected unless the notice directs otherwise. Upon termination of the Agreement, the Consultant must
deliver to the Owner all data, surveys, models, drawings, specifications, reports, maps, photographs,
estimates, summaries, and other documents and materials prepared by the Engineer under this contract,
whether complete or partially complete.
Owner agrees to make just and equitable compensation to the Consultant for satisfactory work completed
up through the date the Consultant receives the termination notice. Compensation will not include
anticipated profit on non -performed services.
Owner further agrees to hold Consultant harmless for errors or omissions in documents that are
incomplete as a result of the termination action under this clause.
If, after finalization of the termination action, the Owner determines the Consultant was not in default of
the Agreement, the rights and obligations of the parties shall be the same as if the Owner issued the
termination for the convenience of the Owner.
b) Termination by Consultant: The Consultant may terminate this Agreement in whole or in part, if the
Owner:
1) Defaults on its obligations under this Agreement;
2) Fails to make payment to the Consultant in accordance with the terms of this Agreement;
3) Suspends the Project for more than [180] days due to reasons beyond the control of the
Consultant.
Upon receipt of a notice of termination from the Consultant, Owner agrees to cooperate with Consultant
for the purpose of terminating the agreement or portion thereof, by mutual consent. If Owner and
Consultant cannot reach mutual agreement on the termination settlement, the Consultant may, without
prejudice to any rights and remedies it may have, proceed with terminating all or parts of this Agreement
based upon the Owner's breach of the contract.
In the event of termination due to Owner breach, the Engineer is entitled to invoice Owner and to receive
full payment for all services performed or furnished in accordance with this Agreement and all justified
reimbursable expenses incurred by the Consultant through the effective date of termination action. Owner
agrees to hold Consultant harmless for errors or omissions in documents that are incomplete as a result of
the termination action under this clause.
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PROVISIONS APPLICABLE TO CONTRACTS EXCEEDING $25,000
DEBARMENT AND SUSPENSION
Reference: 2 CFR part 180 (Subpart C), 2 CFR part 1200, and DOT Order 4200.5
By submitting a bid/proposal under this solicitation, the bidder or offeror certifies that at the time the
bidder or offeror submits its proposal that neither it nor its principals are presently debarred or suspended
by any Federal department or agency from participation in this transaction.
The successful bidder, by administering each lower tier subcontract that exceeds $25,000 as a "covered
transaction", must verify each lower tier participant of a "covered transaction" under the project is not
presently debarred or otherwise disqualified from participation in this federally assisted project. The
successful bidder will accomplish this by:
1) Checking the System for Award Management at website: https://www.sam.gov.
2) Collecting a certification statement similar to the Certificate Regarding Debarment and Suspension
(Bidder or Offeror), above.
3) Inserting a clause or condition in the covered transaction with the lower tier contract
If the FAA later determines that a lower tier participant failed to tell a higher tier that it was excluded or
disqualified at the time it entered the covered transaction, the FAA may pursue any available remedy,
including suspension and debarment.
PROVISIONS APPLICABLE TO CONTRACTS EXCEEDING $100,000
CONTRACT WORKHOURS AND SAFETY STANDARDS ACT REQUIREMENTS
Reference: 2 CFR § 200 Appendix II (E)
1) Overtime Requirements.
No contractor or subcontractor contracting for any part of the contract work which may require or involve
the employment of laborers or mechanics shall require or permit any such laborer ormechanic, including
watchmen and guards, in any workweek in which he or she is employed on such work to work in excess of
forty hours in such workweek unless such laborer or mechanic receives compensation ata rate not less than
one and one-half times the basic rate of pay for all hours worked in excess offorty hours in such workweek.
2) Violation; Liability for Unpaid Wages; Liquidated Damages.
In the event of any violation of the clause set forth in paragraph (1) above, the contractor and any
subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and
subcontractor shall be liable to the United States (in the case of work done under contract forthe District of
Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated
damages shall be computed with respect to each individual laborer or mechanic, including watchmen and
guards, employed in violation of the clause set forth in paragraph 1 above, in the sum of $10 for each
calendar day on which such individual was required or permitted to work in excess ofthe standard
workweek of forty hours without payment of the overtime wages required by the clause set forth in
paragraph 1 above.
3) Withholding for Unpaid Wages and Liquidated Damages.
The Federal Aviation Administration or the Sponsor shall upon its own action or upon written request of an
authorized representative of the Department of Labor withhold or cause to be withheld, from any monies
payable on account of work performed by the contractor or subcontractor under anysuch contract or any
Page 9 of 11 Updated November 12, 2019
other Federal contract with the same prime contractor, or any other Federally -assisted contract subject to
the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums
as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for
unpaid wages and liquidated damages as provided in the clause set forth in paragraph 2 above.
4) Subcontractors.
The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraphs 1
through 4 and also a clause requiring the subcontractor to include these clauses in any lowertier
subcontracts. The prime contractor shall be responsible for compliance by any subcontractor orlower tier
subcontractor with the clauses set forth in paragraphs 1 through 4 of thissection.
LOBBYING AND INFLUENCING FEDERAL EMPLOYEES
Reference: 31 U.S.C. § 1352 — Byrd Anti -Lobbying Amendment; 2 CFR part 200, Appendix II (J); and 49 CFR
part 20, Appendix
The bidder or offeror certifies by signing and submitting this bid or proposal, to the best of his or her
knowledge and belief, that:
1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the Bidder or
Offeror, to any person for influencing or attempting to influence an officer or employee of an agency,
a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress
in connection with the awarding of any Federal contract, the making of any Federal grant, the making
of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation,
renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.
2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for
influencing or attempting to influence an officer or employee of any agency, a Member of Congress,
an officer or employee of Congress, or an employee of a Member of Congress in connection with this
Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit
Standard Form -LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions.
3) The undersigned shall require that the language of this certification be included in the award
documents for all sub -awards at all tiers (including subcontracts, sub -grants, and contracts under
grants, loans, and cooperative agreements) and that all sub -recipients shall certify and disclose
accordingly.
This certification is a material representation of fact upon which reliance was placed whenthis transaction
was made or entered into. Submission of this certification is a prerequisite for makingor entering into this
transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required
certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each
such failure.
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ROVISIONS APPLICABLE TO CONTRACTS EXCEEDING $150,000
BREACH OF CONTRACT TERMS
Reference: 2 CFR § 200 Appendix II (A)
Any violation or breach of terms of this contract on the part of the contractor or its subcontractors may
result in the suspension or termination of this contract or such other action that may be necessaryto
enforce the rights of the parties of this agreement.
The duties and obligations imposed by the Contract Documents and the rights and remedies available
thereunder are in addition to, and not a limitation of, any duties, obligations, rights and remedies otherwise
imposed or available by law.
CLEAN AIR AND WATER POLLUTION CONTROL
Reference: 2 CFR § 200 Appendixll (G)
Contractor agrees to comply with all applicable standards, orders, and regulations issued pursuant to the
Clean Air Act (42 U.S.C. § 740-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. §
1251-1387). The Contractor agrees to report any violation to the Owner immediately upon discovery. The
Owner assumes responsibility for notifying the Environmental Protection Agency (EPA) and the Federal
Aviation Administration.
Contractor must include this requirement in all subcontracts that exceeds $150,000.
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