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2023-46RESOLUTION NO. 2023-46 COUNCIL MEMBER SANDVOLD INTRODUCED THE FOLLOWING RESOLUTION: WHEREAS, the City of Blair is in need of engineer services for the Blair Hollow Road Box Culvert Reconstruction Project; and WHEREAS, JEO Consulting Group, Inc., has presented a suitable and desirable Engineering Agreement with an attachment, Exhibits A, B, and C, for engineering services for the Blair Hollow Road Box Culvert Reconstruction Project, ; and WHEREAS, the City of Blair desires to move forward with the the Engineering Agreement with an attachment, Exhibits A, B, and C, dated September 12, 2023 as presented by JEO Consulting Group, Inc.; and WHEREAS, the City of Blair, Nebraska having been presented with the Engineering Agreement with an attachment, Exhibits A, B, and C, dated September 12, 2023 for the Blair Hollow Road Box Culvert Reconstruction Project by JEO Consulting Group, Inc. finds the agreement is acceptable to the City of Blair. NOW, THEREFORE, BE IT RESOLVED that the City of Blair, Nebraska having been presented with the Engineering Agreement with an attachment, Exhibits A, B, and C, dated September 12, 2023 for the Blair Hollow Road Box Culvert Reconstruction Project by JEO Consulting Group, Inc., is hereby adopted and approved by the municipality and the Mayor and City Cleric of the City of Blair are hereby authorized and directed to execute the same on behalf of the municipality. COUNCIL MEMBER SANDVOLD MOVED THAT THE RESOLUTION BE ADOPTED AS READ, WHICH SAID MOTION WAS SECONDED BY COUNCIL MEMBER PAULSEN. UPON ROLL CALL, COUNCIL MEMBERS HIGHFILL, FERRARI, SANDVOLD, WILLIS, WOLFF, ANDERSEN, PAULSEN AND HAFER VOTING "AYE" AND COUNCIL MEMBERS NONE VOTING `NAY", THE MAYOR DECLARED THE FOREGOING RESOLUTION PASSED AND APPROVED THIS IOTH DAY OF OCTOBER, 2023. ATTEST: CITY OF BLAIR, NEBRASKA C .� INDA KLT�&-,(VTA'�OR o o 9 WHEELER, CITY CLERK ) ss: WASHINGTON COUNTY ) BRENDA WHEELER, hereby certifies that she is the duly appointed, qualified and acting City Clerk of the City of Blair, Nebraska, and that the above and foregoing Resolution was passed and adopted at a regular meeting of the Mayor and City Council of said City, held on the 10th day of October, 2023. t BRENDA WHEELER, CITY CLERK 2 AGREEMENT ,h BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES THIS IS AN AGREEMENT effective as of September 12, 2023 between The City of Blair, Nebraska ("Owner") and JEO Consulting Group, Inc. ("Engineer"). Owner's project, of which Engineer's services under this Agreement are a part, is generally identified as follows: Blair Hollow Road Box Culvert Reconstruction Design ("Project"). JEO Project Number: 230948.01 Owner and Engineer further agree as follows: ARTICLE 1 - SERVICES OF ENGINEER 1.01 Scope A. Engineer shall provide, or cause to be provided, the services set forth herein and in Exhibit A. ARTICLE 2 - OWNER'S RESPONSIBILITIES 2.01 Owner Responsibilities A. Owner responsibilities are outlined in Section 3 of Exhibit B. ARTICLE 3 - COMPENSATION 3.01 Compensation A. Owner shall pay Engineer as set forth in Exhibit A and per the terms in Exhibit B. B. The fee for the Project is: $77,715.00 (Seventy-seven thousand Seven hundred Fifteen and 00/100 dollars) C. The Standard Hourly Rates Schedule shall be adjusted annually (as of approximately January 1 st) to reflect equitable changes in the compensation payable to Engineer. The current hourly rate schedule can be provided upon request. Page 1 of 2 ARTICLE 4 - EXHIBITS AND SPECIAL PROVISIONS 4.01 Exhibits Exhibit A — Scope of Services Exhibit B — General Conditions Exhibit C — Project Survey Limits 4.02 Total Agreement A. This Agreement (consisting of pages 1 to 2 inclusive, together with the Exhibits identified as included above) constitutes the entire agreement between Owner and Engineer and supersedes all prior written or oral understandings. This Agreement may only be amended, supplemented, modified, or canceled by a duly executed written instrument. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. Title: Mayor Date Signed:_ , Address for giving notices: City of Blair City Hall 218 S. 16th Street Blair NE 68008 Page 2 of 2 Ena' eer: ,CEO ��otisu ' roup, Inc. Jon Mooberr Title: Transportation Senior Project Manager Date Signed: 8/28/2023 Address for giving notices: JEO Consulting Group, Inc. 1937 North Chestnut Street Wahoo NE 68066 PROJECT DESCRIPTION: SCOPE OF SERVICES: Exhibit A The City of Blair, Nebraska currently needs to replace an existing reinforced concrete box culvert along South Creek approximately 500 feet west of the intersection of Hollow Road and South Highway 30 in Blair. The existing structure has been inspected and was found to be in very poor structural condition. Site evaluations noted erosion and scour issues, as well as potential issues involving seepage poor soils. The existing structure is within the effective Zone AE floodway of South Creek and therefore is subject to associated floodplain regulations, most notably a 100 -year no -rise analysis upstream of the culvert crossing. This project will consist of surveying, geotechnical investigation, hydrology and hydraulic analysis, roadway design, coordination with Nebraska Department of Transportation (NDOT) for box culvert design, environmental services, and bid phase services. 1 PROJECT MANAGEMENT 1.1 Set-up project and attend meetings for the design and construction administration as outlined in tasks 2 through 7 below. This task will consist of the following: 1.1.1 Project Activation — Once a copy of executed contract is received and notice to proceed (NTP) is issued by the client, enter contract information into accounting system. 1.1.2 Project Initiation/Kick-off Meeting — Meet with the Owner for one (1) Project Kickoff Meeting to review project requirements, collect existing information, and review available data pertaining to the existing storm sewer utility. Existing data may include maps, GIS data, project histories, prior reports, prior field investigation data, existing as - built or previous design information, and other pertinent records. It is also anticipated that a discussion of known issues with the storm sewer infrastructure (structural condition etc.) will take place at this time. (location to be determined). 1.1.3 Project Coordination - Coordination of project disciplines including facilitating internal communication, transfer of documents, and scheduling of field services to minimize errors and delays in the development of modeling, reports, and correspondence to ensure a timely project completion. 1.1.4 Project Tracking — Includes internal bi-weekly meetings, weekly budget review, monthly billing, and periodic project updates to the Owner to ensure project stays on schedule and is invoiced accurately. 2 TOPOGRAPHIC SURVEY 2.1 Engineer will schedule and obtain a topographic survey containing the following: 2.1.1 Survey the locations of all visible physical features (concrete, asphalt, gravel, rock, driveways, sidewalks, trees/treelines, utility poles, valves, manholes, signs, drainage structures, curb stops, water meter pits, terrain profiles, etc.). 2.1.2 Collect available utility location information and incorporate on preliminary plans (gas, telephone, electric, water, sanitary sewer, storm sewer, communications, etc.). Exhibit A: Page 1 of 6 2.1.3 Create an electronic drawing using AutoCAD illustrating elevations, site features, and existing utilities resulting from the surveys performed. 2.1.4 Survey limits will be as shown on Exhibit C. 3 GEOTECHNICAL INVESTIGATION 3.1 Obtain Geotechnical Services which includes two (2) test borings, soil samples, and a geotechnical report for Engineering Design. 4 HYDROLOGY & HYDRAULIC ANALYSIS 4.1 JEO will request the effective floodplain model for South Creek from the Papio Missouri NRD, Nebraska Department of Natural Resources, or FEMA. It is assumed that this model will be provided, if not additional services may be required. 4.2 Once obtained, JEO will review the existing model for its suitability for evaluation purposes. No issues with the existing model are anticipated, and it is assumed that this model will become the baseline model to evaluate replacement options. 4.3 JEO will analyze and size for full replacement structure: 4.3.1 Full replacement of existing structure with a similar sized Concrete Box Culvert 4.3.2 If no -rise requirements cannot be met with a similar sized structure, JEO will coordinate with the City and evaluate one alternative option. 4.4 Conduct and attend one (1) review meeting with Owner's Staff to discuss hydrology & hydraulic model results and identified deficiencies in the existing storm sewer system. It is anticipated that potential improvement recommendations will be reviewed at this time as well. It is anticipated that this meeting would be held virtually. 4.5 Following the meeting, JEO will summarize its findings into a Technical Memorandum outlining the Hydrologic and Hydraulic modeling conducted as part of this project. This memo will also outline potential permitting requirements necessary for repair or replacement, 5 FINAL DESIGN 5.1 Prepare engineering design plans and specifications referencing the 2020 City of Omaha Standard Specifications for Public Works Construction and City of Omaha Standard Plates. Plans to include: 5.1.1 Cover Sheet 5.1.2 General Notes & Summary of Quantities Sheet 5.1.3 Typical Sections Sheet 5.1.4 Horizontal Alignment & Survey Control Sheet 5.1.5 Phasing Plans 5.1.6 Plan & Profile Sheet 5.1.7 Removal Plan 5.1.8 Construction Plan 5.1.9 Grading & Drainage Plan 5.1.10 Drainage Profiles Sheet 5.1.11 Detail Sheet 5.1.12 Right -of -Way Plans 5.1.13 Roadway Cross Sections Exhibit A: Page 2 of 6 5.2 Prepare Opinion of Probable Cost (OPC) 5.2,1 OPC will be prepared at the following project milestones: 5.2.1.1 60% Design 5.2.1.2 90% Design 5,2,1.3 Final/100% Design 5,3 Structural Design Special Plans Preparation 5.3.1 Preparation of the culvert replacement design is anticipated to be performed by NDOT Special Plan Services. 5.3.1.1 JEO staff will coordinate with NDOT staff on preparation of this design. 5,4 Plan submittals and reviews 5.4.1 Internal QA/QC review for each submittal. 5.4.2 Prepare one (1) electronic copy (PDF) for submittal at 60% and 90% design milestones to the Owner for review (2 -week review period). 5.4.3 Conduct review meeting after 60% and 90% design milestone Owner reviews (location to be determined). 5.4.4 Revise plans per Owner's review comments after each design milestone. 5.4.5 Final/100% Plan Submittal - Prepare one (1) electronic copy (PDF) for submittal to the Owner sealed & signed by a professional engineer licensed by the State of Nebraska. 6 ENVIRONMENTAL SERVICES 6.1 U.S, Army Corps of Engineers (USACE) Section 404 Permitting 6.1.1 Perform a wetland delineation at the select location in accordance with the 1987 USACE Wetlands Delineation Manual and the Regional Supplement to the Corps of Engineers Wetland Delineation Manual: Midwest Region (Version 2.0). 6.1.2 Compile and analyze field data and prepare a wetland delineation report that includes: 6.1.2.1 Site Map 6.1.2.2 Summary of desktop review 6.1.2.3 Identification and mapping boundaries for all recorded Waters of the U.S. (WOUS) and wetlands 6.1.2.4 Calculation of acreage of, and impacts to, WOTUS, including wetlands (to the nearest 0.01 acre) 6.1.2.5 Photographs of each sample point and all WOTUS, including wetlands 6.1.2.6 USACE Wetland Determination Data Forms 6.1.3 Prepare and submit a pre -construction notification (i.e., permit application) package to the USACE to obtain a Section 404 authorization via Nationwide Permit (NWP). 6.1.4 Although it is anticipated that permanent, unavoidable impacts to wetlands will be less than 0.1 acre, thus avoiding the requirement for compensatory mitigation, this may change based on the results of the wetland delineations, project design, or USACE determination. 6,1.5 Stream mitigation is required for projects that will cause stream bed losses exceeding 0,03 acres. To facilitate 404 permitting requirements, JEO will obtain stream assessment data during the wetland delineation field visit that is needed to complete a Nebraska Stream Condition Assessment Procedure (NeSCAP). If stream bed losses exceed 0,03 acres, it is anticipated that the NeSCAP will indicate stream conditions will not be reduced as a result of the project, thus, it is anticipated no additional compensatory mitigation will be necessary, If compensatory mitigation is needed or USACE requires Exhibit A: Page 3 of 6 additional information not included in this scope of services, JEO will work with the Owner to determine an appropriate amendment. 7 BIDDING & NEGOTIATION 7.1 Provide assistance with authorizing the advertisement for bids and setting the bid date and time. 7.2 Send Notice to Bidders to Contractors, Builder Bureaus and Plan Rooms. 7.3 Furnish electronic or paper copies of plans, specifications, and contract documents of the project to prospective bidders, material suppliers, and other interested parties upon their request and payment of the non-refundable purchase cost established by the Engineer for the documents. 7.4 Respond to inquiries from prospective bidders and prepare any addenda required. 7.5 Assist the Owner in securing construction bids for the project. 7.6 Conduct the bid opening and ensure proper rules are followed and adhered to during the process to ensure all requirements of State and Federal law are fulfilled. One (1) meeting (in Blair) 7.7 Tabulate and analyze construction bids and report on them to the Owner, along with a recommendation to the Owner for award of the construction contract. 7.8 Prepare and submit necessary information to the Owner for project award approval. 7.9 Prepare Contract Documents (Construction Contract and Notice to Proceed) for execution by the Prime Contractor(s) and the Owner; provide cursory reviews of all insurance and bonds submittals; then advise the Owner to proceed with execution of all documents. 7.10 Provide copies of all executed Contract Documents to the Owner and Prime Contractor(s). 8 OWNER RESPONSIBILITIES 8.1 Provide timely review of documents or requests for information. 8.2 Provide access to property to conduct proposed services. 8.3 Provide contact information for utility companies within the right-of-way along the project route. 8.4 Assist with utility conflict resolution and provide additional utility record information, as needed. 8.5 Assist with any stakeholder issues that arise. 8.6 Provide ROW/Easement acquisition services and/or securing right of entry for Contractor to complete work, if needed. 9 FEE 9.1 JEO proposes to provide the services defined above for the fees defined below: Task No. Task Fee Type Fee 1 Project Management Lump Sum $ 6.540.00 2 Topographic Survey Lump Sum $ 5,890.00 3 Geotechnical Investigation Lump Sum $ 6,270.00 4 Hydrology & Hydraulic Analysis Lump Sum $ 7,885.00 5 Final Design Lump Sum $ 42,555.00 6 Environmental Services Lump Sum $ 5,000.00 7 Bidding & Negotiation Lump Sum $ 3,575.00 TOTAL (Not to Exceed) $ 77,715.00 Exhibit A: Page 4 of 6 10 PROGRESS PAYMENTS 10.1.1 JEO will bill for services completed near the end of each month. All invoices are due payable upon receipt and are considered delinquent after 30 days. 10.1.2 Invoices not paid within 30 days may be charged interest at the annual rate of 12% (1.0%/month). 10.1.3 Payments will be applied first to the interest then principal. 10.1.4 Work by JEO will cease if invoices have not been paid in full within 60 days and will not begin again until full payment with interest has been received. 11 CONTRACT TIME 11.1 JEO proposes to provide the services defined above at the tentative schedule shown below: Milestone Date 60% Plan Submittal October 31, 2023 90% Plan Submittal November 28, 2023 100% Plan Submittal December 19, 2024 Bid Letting To be determined Construction Start To be determined* *Tree removals to be completed prior to April 1, 2024 11.2 JEO will work as expeditiously as possible, pending authorization from Owner to complete the tasks in this project. 11.3 Construction Phase of Infrastructure — Anticipated 3 -month duration starting date for the civil infrastructure (storm sewer, paving, and grading). 11.4 SWPPP Phase — Anticipated 3 -month duration starting date. 11.5 If the Basic Services (Tasks 1 through 7 bidding) covered by this Agreement have not been completed by December 1, 2023, through no fault of JEO, extension or adjustment of JEO's services beyond that time shall be compensated as additional services. 11.6 The information in this proposal and fee estimate is valid until March 15, 2023. After that time, the scope of services and estimated are subject to adjustment. 12 EXCLUSIONS 12.1 Environmental services not outlined in the scope of services including the following: 12.1.1 Delineation of WOTLIS, including wetlands, outside of the identified study area. 12.1.2 Compensatory mitigation (mitigation plan, design, construction, seeding, or monitoring). 12.1.3 Other biological surveys or compliance with other agency requests. 12.1.4 Development of Habitat Conservation Plan documents. 12.1.5 Endangered and/or threatened species-specific surveys 12.1.6 Floodplain permitting. 12.1.7 NPDES permitting/compliance. 12.1.8 Additional revisions and resubmittals beyond those mentioned above. 12.2 Preliminary and final plats 12.3 Phase I or II ESA 12.4 Site design of utilities and streets 12.5 Bridge design and detailing. Exhibit A: Page 5 of 6 12.6 SWPPP design/preparation 12.7 Joint Layout design 12.8 Property title searches or title commitments 12.9 Costs for additional insurance requirements or increased limits of coverage 12.10 Traffic study 12.11 Attendance at City Planning Commission and City Council meetings, and other meetings not outlined in the scope of services 12.12 Retaining wall design, if needed 12.13 Review fees associated with building permits, etc. 12.14 Permit fees, if any 12.15 Preparation of construction contracts with selected contractors 12.16 Landscaping design 12.17 Construction administration, staking, and observation exceeding the above scope of services based on final plans and contract times for completing construction. 12.18 Environmental reviews and/or studies not outlined in scope of services. 12.19 Any permit fees associated with permit applications. 12.20 Special meetings and meetings not outlined in the Scope of Services. 12.21 Material testing during construction (To be completed by others under separate agreement). 12.22 GIS or Electronic as -built file data for updating of GIS records (Can be provided via supplement). 12.23 SWPPP administration, monitoring, and inspections outside of the estimated construction timeframe for completion. 12.24 Meeting not outlined in scope of services 12.25 Any other item not outlined in the scope of services 13 REIMBURSABLE EXPENSES 13.1 Typical reimbursable expenses are included in the lump -sum and cover: mileage for trips required to complete the work defined above, long-distance phone calls, meals, other travel expenses, software, copies/prints, and faxes. 14 ADDITIONAL TERMS 14.1 The General Conditions are specified in Exhibit B. Exhibit A: Page 6 of 6 JEO Ell j 1 JEO "I lehfi' 1. SCOPE OF SERVICES: JEO Consulting Group, Inc. (JEO) shall perform the services described in Exhibit A. JEO shall invoice the owner for these services at the fee stated in Exhibit A. 2. ADDITIONAL SERVICES: JEO can perform work beyond the scope of services, as additional services, for a negotiated fee or at fee schedule rates. 3. OWNER RESPONSIBILITIES: The owner shall provide all criteria and full information as to the owner's requirements for the project; designate and identify in writing a person to act with authority on the owner's behalf in respect to all aspects of the project; examine and respond promptly to JEO's submissions; and give prompt written notice to JEO whenever the owner observes or otherwise becomes aware of any defect in work. Unless otherwise agreed, the owner shall furnish JEO with right -of -access to the site in order to conduct the scope of services. Unless otherwise agreed, the owner shall also secure all necessary permits, approvals, licenses, consents, and property descriptions necessary to the performance of the services hereunder. While JEO shall take reasonable precautions to minimize damage to the property, it is understood by the owner that in the normal course of work some damage may occur, the restoration of which is not a part of this agreement. 4. TIMES FOR RENDERING SERVICES: JEO's services and compensation under this agreement have been agreed to in anticipation of the orderly and continuous progress of the project through completion. Unless specific periods of time or specific dates for providing services are specified in the scope of services, JEO's obligation to render services hereunder shall be for a period which may reasonably be required for the completion of said services. If specific periods of time for rendering services are set forth or specific dates by which services are to be completed are provided, and if such periods of time or date are changed through no fault of JEO, the rates and amounts of compensation provided for herein shall be subject to equitable adjustment. If the owner has requested changes in the scope, extent, or character of the project, the time of performance of JEO's services shall be adjusted equitably. S. INVOICES: JEO shall submit invoices to the owner monthly for services provided to date and a final bill upon completion of services. Invoices are due and payable within 30 days of receipt. Invoices are considered past due after 30 days. Owner agrees to pay a finance charge on past due invoices at the rate of 1.0% per month, or the maximum rate of interest permitted by law. If the owner fails to make any payment due to JEO for services and expenses within 30 days after receipt of JEO's statement, JEO may, after giving 7 days' written notice to the owner, suspend services to the owner under this agreement until JEO has been paid in full all amounts due for services, expenses, and charges. 6. STANDARD OF CARE: The standard of care for all services performed or furnished by JEO under the agreement Page 1 of 2 — Revision 2 Exhibit B shall be the care and skill ordinarily used by members of JEO's profession practicing under similar circumstances at the same time and in the same locality. JEO makes no warranties, express or implied, under this agreement or otherwise, in connection with JEO's services. JEO shall be responsible for the technical accuracy of its services and documents resulting therefrom, and the owner shall not be responsible for discovering deficiencies therein. JEO shall correct such deficiencies without additional compensation except to the extent such action is directly attributable to deficiencies in owner furnished information. 7. REUSE OF DOCUMENTS: Reuse of any materials (including in part plans, specifications, drawings, reports, designs, computations, computer programs, data, estimates, surveys, other work items, etc.) by the owner on a future extension of this project, or any other project without JEO's written authorization shall be at the owner's risk and the owner agrees to indemnify and hold harmless JEO from all claims, damages, and expenses including attorney's fees arising out of such unauthorized use. 8. ELECTRONIC FILES: Copies of Documents that may be relied upon by the owner are limited to the printed copies (also known as hard copies) that are signed or sealed by JEO. Files in electronic media format of text, data, graphics, or of other types that are furnished by JEO to the owner are only for convenience of the owner. Any conclusion or information obtained or derived from such electronic files shall be at the user's sole risk. a. Because data stored in electronic media format can deteriorate or be modified inadvertently or otherwise without authorization of the data's creator, the party receiving electronic files agrees that it shall perform acceptance tests or procedures within 30 days, after which the receiving party shall be deemed to have accepted the data thus transferred. Any errors detected within the 30 day acceptance period shall be corrected by the party delivering the electronic files. JEO shall not be responsible to maintain documents stored in electronic media format after acceptance by the owner. b. When transferring documents in electronic media format, JEO makes no representations as to long term compatibility, usability, or readability of documents resulting from the use of software application packages, operating systems, or computer hardware differing from those used by JEO at the beginning of the project. c. The owner may make and retain copies of documents for information and reference in connection with use on the project by the owner. d. If there is a discrepancy between the electronic files and the hard copies, the hard copies govern. e. Any verification or adaptation of the documents by JEO for extensions of the project or for any other project shall entitle JEO to further compensation at rates to be agreed upon by the owner and JEO. 9. SUBCONSULTANTS: JEO may employ consultants as JEO deems necessary to assist in the performance of the services. JEO shall not be required to employ any consultant unacceptable to JEO. 10. INDEMNIFICATION: To the fullest extent permitted by law, JEO and the owner shall indemnify and hold each other Iq I Hi1 n � 4 harmless and their respective officers, directors, partners, employees, and consultants from and against any and all claims, losses, damages, and expenses (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals, and all court or arbitration or other dispute resolution costs) to the extent such claims, losses, damages, or expenses are caused by the indemnifying parties' negligent acts, errors, or omissions. In the event claims, losses, damages, or expenses are caused by the joint or concurrent negligence of JEO and the owner, they shall be borne by each party in proportion to its negligence. 11. INSURANCE: JEO shall procure and maintain the following insurance during the performance of services under this agreement: a. Workers' Compensation: Statutory b. Employer's Liability I. Each Accident: $500,000 R. Disease, Policy Limit: $500,000 iii. Disease, Each Employee: $500,000 c. General Liability i. Each Occurrence (Bodily Injury and Property Damage): $1,000,000 ii. General Aggregate: $2,000,000 d. Auto Liability I. Combined Single: $1,000,000 e. Excess or Umbrella Liability i. Each Occurrence: $1,000,000 ii. General Aggregate: $1,000,000 f. Professional Liability: I. Each Occurrence: $1,000,000 fl. General Aggregate: $2,000,000 g. All policies of property insurance shall contain provisions to the effect that JEO and JEO's consultants' interests are covered and that in the event of payment of any loss or damage the insurers shall have no rights of recovery against any of the insureds or additional insureds thereunder. h. The owner shall require the contractor to purchase and maintain general liability and other insurance as specified in the Contract Documents and to cause JEO and JEO's consultants to be listed as additional insured with respect to such liability and other insurance purchased and maintained by the contractor for the project. I. The owner shall reimburse JEO for any additional limits or coverages that the owner requires for the project. 12. TERMINATION: This agreement may be terminated by either party upon 7 days prior written notice. In the event of termination, JEO shall be compensated by owner for all services performed up to and including the termination date. The effective date of termination may be set up to thirty (30) days later than otherwise provided to allow JEO to demobilize personnel and equipment from the site, to complete tasks whose value would otherwise be lost, to prepare notes as to the status of completed and uncompleted tasks, and to assemble project materials in orderly files. 13. GOVERNING LAW: This agreement is to be governed by the law of the state in which the project is located. Page 2 of 2 — Revision 2 Exhibit B 14. SUCCESSORS, ASSIGNS, AND BENEFICIARIES: The owner and JEO each is hereby bound and the partners, successors, executors, administrators and legal representatives of the owner and JEO 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, with respect to all covenants, agreements and obligations of this agreement. a. Neither the owner nor JEO may assign, sublet, or transfer any rights under or interest (including, but without limitation, monies that are due or may become due) in this agreement without the written consent of the other, except to the extent that any assignment, subletting, or transfer is mandated or restricted by law. Unless specifically stated to the contrary in any written consent to an assignment, no assignment shall release or discharge the assignor from any duty or responsibility under this agreement. b. Unless expressly provided otherwise in this agreement: Nothing in this agreement shall be construed to create, impose, or give rise to any duty owed by the owner or JEO to any contractor, contractor's subcontractor, supplier, other individual or entity, or to any surety for or employee of any of them. c. All duties and responsibilities undertaken pursuant to this agreement shall be for the sole and exclusive benefit of the owner and JEO and not for the benefit of any other party. 1s. PRECEDENCE: These standards, terms, and conditions shall take precedence over any inconsistent or contradictory language contained in any proposal, contract, purchase order, requisition, notice to proceed, or like document regarding JEO's services. 16. SEVERABILITY: Any provision or part of the agreement held to be void or unenforceable shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon the owner and JEO, who agree that the agreement shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. 17. NON-DISCRIMINATION CLAUSE: Pursuant to Neb. Rev. Stat. § 73-102, the parties declare, promise, and warrant that they have and will continue to comply fully with Title VI of the Civil Rights Act of 1964, as amended (42 U.S.C.A § 1985, et seq.) and the Nebraska Fair Employment Practice Act, Neb. Rev. Stat. § 48-1101, at seq., in that there shall be no discrimination against any employee who is employed in the performance of this agreement, or against any applicant for such employment, because of age, color, national origin, race, religion, creed, disability or sex. 18. E -VERIFY: JEO shall register with and use the E -Verify Program, or an equivalent federal program designated by the United States Department of Homeland Security or other federal agency authorized to verify the work eligibility status of a newly hired employee pursuant to the Immigration Reform and Control Act of 1986, to determine the work eligibility status of new employees physically performing services within the state where the work shall be performed. Engineer shall require the same of each consultant. U x 0 m cc 0 0 0 L .Mcu W E a � a 'W a w W Z � r m O r N v1 N M O � r' o m 0 0 c � 0 w