2023-10RESOLUTION NO.2023-10
BOARD MEMBER RUMP INTRODUCED THE FOLLOWING RESOLUTION:
WHEREAS, the Blair Airport Authority lawfully operates the Blair Executive
Airport, located in Blair, Nebraska; and
WHEREAS, Olsson, Inc., is a corporation duly organized and operating in the State
of Nebraska; and
WHEREAS, the Blair Airport Authority desires to relocate County Road 35 and
County Road 38 for purposes of the airport expansion, and
WHEREAS, the Blair Airport Authority needs to enter into an agreement with a
consultant to determine the feasibility, costs, bidding, and oversight of construction,
associated with the relocation of the two (2) county roads; and
WHEREAS, the Blair Airport Authority was presented with a Consultant
Agreement with Olsson Inc. for the relocation of County Roads 35 and 38, which is
attached hereto as Exhibit A, which is acceptable to the Blair Airport Authority; and
NOW, THEREFORE, BE IT RESOLVED that the Resolution is hereby adopted and
approved by the Blair Airport Authority and the Chairperson and Secretary are hereby
authorized and directed to execute the same on behalf of the Blair Airport Authority.
BOARD MEMBER HUNT MOVED THAT THE RESOLUTION BE ADOPTED AS
READ, WHICH SAID MOTION WAS SECONDED BY BOARD MEMBER BAEDKE.
UPON ROLL CALL, BOARD MEMBERS BAEDKE, HUNT, JOHNSON, JONES
AND RUMP VOTING "AYE" AND BOARD MEMBERS NONE VOTING `NAY", THE
AIRPORT AUTHORITY CHAIRPERSON DECLARED THE FOREGOING
RESOLUTION PASSED AND APPROVED THIS 21ST DAY OF NOVEMBER, 2023.
1
BLAIR AIRPORT AUTHORITY
BY:
DAVID JOHNSON
Blair Airport Authority Chairperson
ATTEST:
MARTIN RUMP, SECRETARY
(SEAL)
STATE OF NEBRASKA )
) ss:
WASHINGTON COUNTY)
Martin Rump, hereby certifies that he is the duly appointed, qualified and acting
Secretary of the Airport Authority of the City of Blair, Nebraska, and that the
above and foregoing Resolution was passed and adopted at a regular meeting of
the Board members of the Authority held on the 21 st day of November, 2023.
MARTIN RUMP, SECRETARY7
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CONSULTANT AGREEMENT
Airport Improvement Program (AIP) Project No. 3-31-0109-022
Olsson Project No. 023-04944
BLAIR EXECUTIVE AIRPORT
PROJECT DESCRIPTION (the,, Project,,)
Relocation of County Roads 35 and 38
Land Acquisition determination and Legal Descriptions
Right of Way (ROW) determination and Legal Descriptions
Temporary Construction Easement determination and Legal Descriptions
THIS AGREEMENT is made and entered into by and between the consulting firm of Olsson,
Inc. of Lincoln, Nebraska hereinafter called "Olsson" and the Blair Airport Authority of Blair,
Nebraska, hereinafter called the "Sponsor" or "Client".
For and in consideration of the mutual agreements hereinafter contained, the parties hereto
agree as follows:
SECTION 1: GENERAL
The Sponsor agrees to engage Olsson to provide the services described in Sections 2 through
6 (Olsson's "Scope of Services") for the Project.
Heather Olson, P.E. will represent Olsson as Project Manager in the performance of this
Agreement. No one else will be assigned to act in this capacity without the Sponsor's prior written
approval. The Project Manager shall be responsible for coordinating all activities necessary to
complete the Project.
Olsson will provide equipment and personnel necessary to complete the Scope of Services,
except as otherwise provided. Olsson shall be responsible for the quality, accuracy and coordina-
tion of the design, drawings, reports, surveys, and other items furnished by Olsson as part of this
Agreement.
Olsson agrees to provide its Scope of Services in a timely, competent, and professional
manner, in accordance with applicable standards of care, for projects of similar geographic
location, quality and scope. This Agreement creates no other representation, warranty, or
guarantee, express or implied.
Sponsor warrants that it has the authority to authorize Olsson to enter onto the Project
property and any adjacent property as necessary for Olsson to perform its Scope of Services.
601 P Street / Suite 200 / Lincoln, NE 68508
0 402.474.6311 / olsson.com
SECTION 2: DESIGN PHASE
a. Project management and coordination. Coordinate with the Sponsor, NDOT-Aeronautics,
NDOT-District 2, and FAA to provide information on developments and decisions that are
made concerning the project.
b. Conduct a project kickoff meeting via teleconference with the Sponsor, NDOT-Aeronautics
and FAA in accordance with AIP Sponsor Guide No. 910 Predesign Conference. Olsson
shall prepare a summary of the meeting that highlights critical project issues.
c. Conduct a preliminary meeting with Washington County and Sponsor for the proposed
improvements including 2,500 feet of realignment of CR 35 to tie into CR 38, and 3,300 feet
of proposed new alignment intersection with the existing CR 38 and Nebraska Highway 133
across from Quail Ridge Drive. The new improvements will be designed for a two-lane rural
gravel section.
d. Conduct a preliminary meeting with NDOT-District 2 for requirements for the proposed
improvements/connection to Hwy 133 and associated permitting requirements.
e. Finalize design criteria in accordance with FAA Advisory Circulars, Washington County, and
NDOT-District 2 design standards for two-lane rural gravel section and connection to Hwy
133. Submit a preliminary layout and brief explanation of the layout. Coordinate with FAA,
NDOT-Aeronautics, NDOT-District 2, Washington County, and sponsor to ensure
acceptance.
f. Establish guidelines for the land acquisition and right of way boundary for the County Road
35 and 38 realignment.
g. Coordinate geotechnical investigation of existing soils. Olsson will conduct all lab tests and
prepare a report of lab results and subsurface conditions. See Section 6 Special Services
for the design testing services.
h. Conduct field assessment of the existing site and utility conditions ("Field Assessment"). On
site investigation will be conducted by one (1) project manager; (1) transportation engineer;
(1) water resources engineer, and one (1) technician. Take photographs of the project area
and any typical distresses observed. Such Field Assessment is limited to visual observation
of the site as it exists at the time of the observation. Field Assessment does not constitute
exhaustive investigation and does not constitute any warranty or guarantee of any type that
the site is suitable for the Project. Olsson is not responsible for identifying any concealed or
latent defects that may be present at the site, Sponsor shall furnish the best obtainable
information of which it is aware or could reasonably be aware of, as to surface and
subsurface conditions through the exercise of reasonable diligence.
i. Sponsor shall provide as -built information available in the area for the county roadways and
airport owned property. Review and incorporate into plans.
j. Coordination with NDOT-District 2 for Hwy 133 as -built information. Review and incorporate
into plans.
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k. Conduct approximately 40 acres of topographic survey, including topography,
roadway/driveway elevations, obstructions, trees, highway pavement elevations, utilities,
and existing right of way, and other existing features as needed. All surveys will be tied to
NAVD 88 control points. The survey will not be in accordance with FAA Advisory Circular
150/5300-18B.
I. Coordinate with the public and private utility companies (electric, cable, gas, etc) that are
located within the project boundaries for obtaining asbuilts, base maps, and details
associated with their respective utility.
m. Progress and Project Review Meetings (Olsson-PM and Transportation Engineer)
(1) Progress meeting at 60% plan completion with Sponsor
(2) Progress meeting at 90% plan completion with Sponsor
(3) Washington County discuss layout, phasing and closures.
(4) Utility Companies — Coordination meeting to discuss possible impacts and
relocations.
n. Develop longitudinal profiles and typical sections for county road 35 and 38, connecting side
roads and connection to Hwy 133.
o. Develop exhibits depicting clearance associated with the following:
(1) Runway extension
(2) Runway Protection Zone (RPZ)
(3) Part 77 surfaces
(4) Approach and Departure Surfaces — Surfaces 4, 6 and 7
(5) PAPI Obstacle Clearance Surface (OCS) and Light Signal Clearance Surface (LSCS)
p. Conduct site visit at 60% design to review alignment, drainage, and shoulder/slope tie-ins
with adjacent properties.
q. Develop preliminary Construction Safety & Phasing Plan (CSPP)
r. Present the 60% preliminary results and recommendations at a meeting at the Sponsor's
location and via teleconference with the FAA and NDOT. Incorporate applicable comments
into the final plans, specifications, and design report.
s, Final Design- County Road 35/38 relocation:
(1) Plan Production: Plans will be submitted at a 60% and 90% completion. Plans will
include typical sections and plan and profile sheets for mainline and side roads.
Standard NDOT pay items will be utilized.
(2) Control Points, Horizontal and Vertical Alignment, Geometrics:
i. Typical Sections — 2-lane gravel, rural standard roadway segment, driveways
and Hwy 133 turn lane (if required).
ii. Roadway Cross Sections will be provided at twenty-five (25) foot intervals
and at such additional intervals as may be necessary to accurately depict
the lay of the land, to analyze drainage requirements, and to compute
earthwork quantities. Cross sections will also be provided at driveways.
(3) Drainage Design and Plans: The proposed improvements are outside any mapped
floodplain. Only local drainage needs will be considered and designed for. It is
anticipated that up to four (4) cross drainage structures will be included in the
design efforts.
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(4) Construction Phasing and Traffic Control: Olsson will prepare phasing plans
showing how the proposed construction will be phased. It is assumed CR 35 and
CR 38 will be closed to traffic during construction and N-133 improvements will
occur under traffic.
(5) Erosion Control: Olsson will prepare plans showing location and type of erosion
control to be used for the interim project. The design will meet the requirements set
forth in the NDOT Erosion Control Manual.
(6) Summary of Quantities/Opinion of Probable Costs - Olsson will compute quantities
for the 60% and 90% design submittals and will submit an Opinion of Probable
Construction Cost at each submittal. The costs will be escalated to the 2025
construction year.
t. Prepare detailed plans, specifications, contract documents, Construction Safety & Phasing
Plan (CSPP) and engineer's design report. Olsson shall use a combination of FAA Advisory
Circular (AC) 150/5370-10, Standards for Specifying Construction of Airports, and NDOT
Standard Specifications for Highway Construction, and shall follow the AIP Sponsor Guides
listed below (current as of the date that Olsson executed the Agreement).
(1) Guide No. 920 - Engineering Report
(2) Guide No. 930 - Plans and Specifications
(3) Guide No. 940 - Regional Approved Modifications to AC 150/5370-10
(4) Guide No. 950 - Sponsor Modifications of FAA Standards
(5) Guide No. 960 - Operation Safety on Airports
u. Prepare and submit electronically FAA Forms 7460-1 for Airspace Reviews of the county
road and private utilities as required (utility poles), and the Construction Safety & Phasing
Plan (CSPP) staging/storage area boundaries, haul/access routes and construction limit
boundaries for each phase. Submittals will include detailed exhibits.
v. Prepare exhibit depicting boundary of Land Acquisition requirements associated with
Runway Protection Zone (RPZ) and County Road 35/38 relocations. Exhibit will also include
the Legal Descriptions of this area/boundary. Provide drawings, exhibits, and descriptions
as required for the commencement of the land acquisition process.
w. Prepare exhibit depicting boundary for Right of Way (ROW) requirements for the County
Roads 35 and 38 relocation. Individual Tract maps with legal descriptions will be prepared
for the following:
(1) Vacation of ROW for existing CR 35 and 38 existing alignment to the City/Airport.
(2) Future rededication to Washington County for new CR 35 and 38 alignment.
x. Prepare exhibit depicting Temporary Construction Easement requirements for the
construction of the County Road 35/38 relocation. Individual Tract maps with legal
descriptions will be prepared.
y. Perform Quality Control review of the above documents by a senior airport engineer, prior
to submittal to Sponsor, NDOT-District 2, NDOT-Aeronautics, and FAA.
z. Submittal of NDOT-District 2 -Access Permit (DR22) application and NDOT Occupy Right -
of Way Permit (DR19) application for the proposed improvements on Highway N-133. This
will include preparing the initial application, location plans, and site layout plan. It is
anticipated a subsequent resubmittal will be required once NDOT-District 2 comments are
received.
aa. Submittal of NDEE Permit — Construction stormwater permit through Nebraska Department
of Environment and Energy (NDEE).
bb. Attend monthly Airport Authority Meetings to provide updates on progress.
cc. Submit plans, specifications, contract documents and engineer's design report to the for
review within 120 days of the date that the Sponsor executed this Agreement.
90% SUBMITTAL
Contract
Engineers Design
Documents &
Report
Plans
Specifications
Sponsor
1 Set and Electronic
1 Set and Electronic
1 half size and Electronic
NDOT-
Electronic
Electronic
Electronic
Aeronautics
NDOT—
Electronic
N/A
Electronic
District 2
1 Half & 1 Full Size &
FAA
1 Set & Electronic
1 Set & Electronic
Electronic
Washington
1 Set/Electronic
N/A
1 half size and Electronic
Count
dd. Conduct a plan -in -hand review meeting on -site with the Sponsor.
ee. Revise and submit plans, specifications, contract documents and engineer's design report
within 14 days of receipt of comments from the Sponsor, NDOT- Aeronautics and NDOT —
District 2 and FAA. Provide a written response to each comment.
FINAL SUBMITTAL
Contract
Engineers
Response to
Documents &
Design
Plans
Comments
Specifications
Report
Sponsor
1 Set and Electronic
1 Set and
1 Half Size
Electronic
Electronic
and Electronic
NDOT-
Electronic
Electronic
Electronic
Electronic
Aeronautics
NDOT —
Electronic
N/A
Electronic
Electronic
District 2
FAA
Electronic
Electronic
Electronic
Electronic
Washington
1 Set and Electronic
N/A
1 — Half Size
1 Copy
County
and electronic
Olsson will affix the seal of a registered Professional Engineer licensed to practice in the State
of Nebraska to the construction plans and specification/contract bound volume. The original
documents, such as tracings, plans, specifications, maps, basic survey notes and sketches, charts,
computations, and other data prepared or obtained under the terms of this Agreement are
instruments of service and shall remain Olsson's property. Reproducible copies of drawings and
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copies of other pertinent data will be made available to the sponsor upon request. Copies of disks
containing all drawings will be furnished to the sponsor for their use. Olsson will provide, without
cost to the Sponsor and approving agencies, the necessary number of copies for review and
approval.
SECTION 3: BIDDING PHASE
SECTION 4: CONSTRUCTION PHASE
Sections to be added by Amendment, if requested by the Sponsor.
SECTION 5: CLOSE OUT - GRANT DESIGN ONLY -
COUNTY ROAD 35/38 RELOCATION AND LAND ACQUISITION ESTABLISHMENT
Upon completion of design of the county road relocation and establishment of the Land
Acquisition for the Runway Protection Zone (RPZ), County Road 35/38 Right of Way and
Temporary Construction Easements and associated Legal Descriptions, the Consultant agrees to
provide the following items, in accordance with FAA/ACE AIP Guide No. 1610 - Development
Project Closeout. The Consultant agrees to complete this phase within 90 days of final
acceptance.
(1) Sponsor Certification for Final Acceptance - not included; prepared by NDOT;
(2) Final Outlay Report (SF-271) prepared by NDOT
(3) Final Federal Financial Report (SF-425); prepared by NDOT
(4) Final Project Cost Summary: prepared by NDOT
(5) Final Construction Report - one printed copy to Sponsor and electronic copy to
FAA, NDOT, and Sponsor.
(6) Land Acquisition Exhibits and associated legal descriptions
(7) ROW Exhibits and associated legal descriptions
(8) Temporary Construction Easements and associated legal descriptions
(9) After land is acquired -
a) As -built Airport Layout Plan (electronic copy provided by sponsor)
b) As -built Exhibit A (current Exhibit A shall be provided by Sponsor for use)
(10) 5010 Updates -will not be completed as part of this project
(11) Airport Chart / Diagram Modifications - will not be completed as part of this project
(12) Part 139 Sign and Marking Plan updates - will not be completed as part of this
project
SECTION 6: SPECIAL SERVICES
A. Geotechnical Design Services: Olsson will sample existing gravel roadway and soil within
the proposed roadway alignment, conduct the soil borings and lab tests, and provide a
geotechnical report of their findings and recommendations. Soils will be sampled in general
accordance with ASTM D1586 and ASTM 1587. Contact will be made to Nebraska 811,
any private utilities known to property owner shall be presented prior to drilling procedures.
(1) Drilling Services: Field Exploration by means of a truck -mounted drill rig will
complete the following ten (10) borings.
• Depth of 10 feet: two (2);
• Depth of 15 feet: four (4);
• Depth of 20 feet: one (1);
C.1
• Depth of 25 feet: two (2);
• Depth of 40 feet: one (1);
• Bulk samples: two(2)
The soil borings will be advanced to the depths proposed, or to refusal,
whichever is shallower. This proposal is based on a total drilling footage of
190 linear feet.
(2) Laboratory Services: See Exhibit C for a list of the anticipated tests and services.
(3) Geotechnical Analysis and Report Preparation:
i. Analysis will be based on unpaved rural roadway sections based on NDOT
and/or Washington County specifications, accepted methodologies and
traffic volumes.
ii. Soil analysis regarding shrink/swell characteristics an potential for reuse as
general fill, compacted structural fill or utility backfill.
iii. Subgrade preparation, fill requirements, grade changes, moisture and
compaction requirements.
iv. Site preparation and structural fill placement, including recommendations for
settlement monitoring during construction and associated construction delay
periods for significant fill locations.
v. Report will include map of boring locations, soil boring logs and summary of
laboratory tests.
SECTION 7: FEES AND CHARGES
The Sponsor shall pay Olsson for the services described in this Agreement as follows:
Section 2: Design Phase. Payment for the items included in Section 2, Design Phase, shall
be the lump sum of $227,600.00 shown on Exhibit A, attached and made a part hereto. Payment
shall be due monthly based on the percentage of work completed, except that 15% of the payment
will be withheld until the plans and specifications are approved.
Section 5: Close -Out Phase. Payment for the items included in Section 5, Close -Out Phase,
shall be the lump sum of $ 9,500.00, shown on Exhibit C, attached and made a part hereto. Payment
shall be due monthly based on the percentage of work completed. Olsson will not submit an invoice
for the final 10% of the Close -Out Phase until the closeout documents are approved by NDOT and
FAA.
Section 6: Special Services - Geotechnical Design Phase. Payment for the items
included in Section 6, Special Services - Geotechnical Design Phase shall be made based on direct
salary (including overtime required by law), overhead costs and reimbursable expenses incurred,
and subcontract costs, which are estimated on Exhibit B attached and made a part hereto.
The total charges for Section 6 will not be greater than the "Not -to -Exceed" (NTE) amount of
$15,435.00 unless the scope of work as set forth in Sections 2 and 6 is exceeded. If this occurs, the
"Not -to -Exceed" amount may be increased by an amendment to this Agreement.
Payment shall be due monthly for incurred charges and expenses based on detailed invoices.
Invoices shall include a pro rata portion of the fixed payment with the final invoice adjusted to include
the remaining unpaid balance of the fixed payment.
Exhibit B contains estimated quantities and unit prices. Actual hours, rates, charges, and
reimbursable expenses may vary. The labor and general administration overhead percentage is
fixed and will not vary, unless revised by an amendment. The overhead percentage is supported by
a statement of overhead expenses certified by Olsson's auditor or a governmental auditor. The fixed
payment will not change, unless revised by an amendment to this Agreement.
Adjustments to Fees and Charges. If additional services are requested by the Sponsor during
the course of this Agreement, an amendment will be negotiated to cover the added scope, fees,
and charges. If circumstances beyond the control of Olsson require more than 18 months from the
date that Olsson executed the Agreement to complete the work specified herein, an amendment to
this Agreement will be negotiated to cover the increase in Olsson's standard rates for services yet
to be provided. All amendments are subject to the same approvals as this Agreement.
CERTIFICATION FOR PROJECT PLANS AND SPECIFICATIONS. Olsson certifies that:
1. The plans and specifications will be developed in accordance with all applicable Federal
standards and requirements and there will be no deviation from or modification to standards set
forth in the advisory circulars without prior FAA approval;
2. The specifications for equipment will not be proprietary or written so as to restrict competition;
3. The development included in the plans is depicted on an airport layout plan approved by FAA;
4. Development which is ineligible for AIP funding will be omitted from the plans and specifications
or will be depicted in a separate section;
5. Process control and acceptance tests required for the project by standards contained in
Advisory Circular 150/5370-10 will be included in the project specifications;
6. A value engineering clause will not be incorporated into the contract without FAA concurrence;
7. The plans and specifications will incorporate applicable requirements and recommendations set
forth in the Federally approved environmental finding;
8. For construction activities within or near aircraft operational areas, the requirements contained
in the latest (as of bid date) Advisory Circular 150/5370-2 will be discussed with FAA and
incorporated into the specifications and a safety or phasing plan will be prepared with FAA's
concurrence.
APPROVALS. It is understood and agreed that this Agreement and any amendments are subject
to approval by NDOT and FAA before any state or federal funds are obligated.
FEDERAL AND OLSSON,S GENERAL PROVISIONS. The Sponsor and Olsson acknowledge
that they have reviewed the Federal Contract Provisions Attachment, Olsson's General Provisions
and any Exhibits attached hereto, which are expressly made a part of and incorporated into this
Agreement by this reference. In the event of a conflict or inconsistency between this Agreement
and the General Provisions regarding the services to be performed by Olsson, the requirements
of the General Provisions shall take precedence.
EQUAL OPPORTUNITY EMPLOYER. Olsson and Sub -Consultant 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.
IN TESTIMONY WHEREOF, the parties hereto have caused this Agreement to be executed by
their duly authorized representatives, with copies to be filed with the Nebraska Department of
Transportation — Aeronautics Division and the Federal Aviation Administration.
OLSSON, INC.
P.O. Box 84608
Lincoln, NE 68501
Executed by Olsson on this 15th day of November , 2023.
By signing below, you acknowledge that you have full authority to bind the Sponsor to the
terms of the Agreement. If you accept the terms set forth herein, please sign.
BLAIR AIRPORT AUTHORITY
218 S 16t" Street
Blair, NE 68008
Executed by the Sponsor on this 2/
a
Title
day of NO pie rY1 64-.r' , 2023.
9
REIMBURSABLE EXPENSE SCHEDULE
The expenses incurred by Olsson or Olsson's independent professional associates or
consultants directly or indirectly in connection with the Project shall be included in periodic
billing as follows:
Classification
Cost
Automobiles (Personal Vehicle) $0.655 / mile*
Suburban's and Pick -Up $0.75 / mile*
Automobiles (Olsson Vehicle) $85 / day
Aircraft (Personal) $118 / hour*
Rental Vehicle Actual Cost
Other Travel or Lodging Cost Actual Cost or
$98 Per Diem
Meals Actual Cost or
$59 Per Diem
Printing and Duplication including Mylars and Linens
In -House Actual Cost
Outside Actual Cost
Postage & Shipping Charges for Project Related Materials, Actual Cost
including Express Mail and Special Delivery
Film and Photo Developing Actual Cost
Telephone and Fax Transmissions Actual Cost
Miscellaneous Materials & Supplies Applicable to this Project Actual Cost
Copies of Deeds, Easements or other Project Related Actual Cost
Documents
Fees for Applications or Permits Actual Cost
Sub -Consultants Actual Cost
Taxes Levied on Services and Reimbursable Expenses Actual Cost
*Rates consistent with the IRS Mileage Rate Reimbursement Guidelines (Subject to Change).
EXHIBIT A
DESIGN PHASE
BLAIR EXECUTIVE AIRPORT 3-31-0109-022
1. Direct Salary Costs
Title
Team Leader
Sr. Project Engineer
Project Engineer
Elec. or Mech. Engineer
Associate Engineer
Assistant Engineer
Registered Surveyor
Sr. Technician
Asst. Technician
Sr. Clerical
2. Labor and General & Administrative Overhead
Total Direct Salary
Total
Hours
Rate/Hour
Costs $
14.0
$89.15
$1,248.10
124.0
$71.65
$8,884.60
150.0
$59.15
$8,872.50
0.0
$71.10
$0.00
173.0
$49.25
$8,520.25
187.0
$37.00
$6,919.00
120.0
$56.20
$6,744.00
530.0
$33.50
$17,755.00
92.0
$30.00
$2,760.00
66.0
$31.50
$2,079.00
Total Direct Salary Costs: $63,782.45
Percentage of Direct Salary Costs"
3. Fixed Fee: 15% of Items 1 & 2
4. Direct Nonsalary Expenses
Travel 1,114 Miles @
Meals 4 Days @
Motel 1 Days @
Copies, Prints, Shipping
Geotech Design Expenses (See Exhibit B)
5. Subtotal of Items 1 - 4
6. Subcontract costs
7. Lump Sum Amount - Total Items 5 & 6
185.88% $118,558.82
$27,351.19
$0.655 $729.67
$59.00 $236.00
$98.00 $98.00
$1,394.00
$15,435.00
Total Expenses: $17,892.67
$227,585.13
$0.00
$227,585.13
Rounded: $227,600.00
** For Item 2, the consultant should submit a statement of auditable overhead expenses, certified by the consultant's auditor, the sponsor's
auditor, the state's auditor, or a Federal government auditor.
EXHIBIT B
ESTIMATE OF
GEOTECHNICAL DESIGN COSTS
BLAIR EXECUTIVE AIRPORT 3-31-0109-022
LABORATORY / DRILLING: Olsson, Inc., Omaha, NE
List of all anticipated costs,
service or test
Drilling Investigation
Mobilization (lump sum)
Drilling Cost (per If)
Samples
Cores
Bore Hole Repairs
Per Diem (2 individuals)
Laboratory Test
Unconfined Compression Test
WIT Density/Moisture
Atterbergs
Standard Proctors
CBR (1 point)
Hydrometer
Subconsultant Laboratory Analysis
Soil Corrosivity (Subconsultant)
Engineering and Report Preparation
Engineering (per hour average)
Estimated Unit Estimated Total
Quantity Price Cost
1
$1,500.00
$1,500.00
190
$27.50
$5,225.00
25
$28.00
$700.00
0
$65.00
$0.00
3
$65.00
$195.00
1
$25.00
$25.00
SUBTOTAL
$7,645.00
9
$45.00
$405.00
5
$30.00
$150.00
5
$95.00
$475.00
2
$170.00
$340.00
6
$230.00
$1,380.00
2
$165.00
$330.00
SUBTOTAL $3,080.00
1 $90.00 $90.00
SUBTOTAL $90.00
42 $110.00 $4,620.00
SUBTOTAL $4,620.00
TOTAL $15,435.00
Note: A total of five (10) soil test borings will be performed to the following depths: 10 ft, 15 ft, 20 ft, 25
ft, and 40 ft. Three (3) non treated CBR ponts are included in this scope of work for county roadway
design.
EXHIBIT C
CLOSE OUT PHASE SERVICES
BLAIR EXECUTIVE AIRPORT 3-31-0109-022
1. Direct Salary Costs
Direct Salary
Total
Hours
Rate/Hour
Costs $
Title
Team Leader
0.0
$92.72
$0.00
Sr. Project Engineer
9.0
$74.52
$670.64
Project Engineer
0.0
$61.52
$0.00
Elec. or Mech. Engineer
0.0
$73.94
$0.00
Associate Engineer
30.0
$51.22
$1,536.60
Assistant Engineer
0.0
$38.48
$0.00
Registered Surveyor
0.0
$58.45
$0.00
Sr. Technician
8.0
$34.84
$278.72
Asst. Technician
0.0
$31.20
$0.00
Sr. Clerical
10.0
$32.76
$327.60
Total Direct Salary Costs:
$2,813.56
2. Labor and General & Administrative Overhead
Percentage of Direct Salary Costs*
185.88%
$5,229.85
3. Fixed Fee: 15% of Item 1 & 2
$1,206.51
4. Direct Nonsalary Expenses
Travel
0 Miles @ $0.655
$0.00
Meals
0 Days @ $59.00
$0.00
Motel
0 Days @ $98.00
$0.00
Copies, Prints, Shipping
$300.00
Total Expenses: $300.00
5. Subtotal of Items 1 - 4 $9,549.93
6. Subcontract costs $0.00
7. Lump Sum Amount (Items 5 & 6) $9,549.93
Rounded: $9,500.00
* For Item 2, the consultant should submit a statement of auditable overhead expenses, certified by the consultant's auditor, the sponsor's
auditor, the state's auditor, or a Federal government auditor.
FEDERAL CONTRACT PROVISIONS FOR A/E AGREEMENTS
ALL REFERENCES MADE HEREIN To "CONTRACTOR", "PRIME CONTRACTOR",
"BIDDER", "OFFEROR", AND "APPLICANT" SHALL PERTAIN ToTHE
AncH|TscT/ENo|Nscn(A/E).
ALL REFERENCES Mxos HEREIN TO "SuacoNTnxcTon", "SUB -TIER CONTRACTOR"
OR "LOWER TIER CONTRACTOR" SHALL PERTAIN ToANY suoroNsuLTxNTUNDER
CONTRACT WITH THE A/E.
ALL REFERENCES MADE ncnc|N TO "SPONSOR" AND "OWNER" SHALL PERTAIN To
THE STATE, CITY, AIRPORT AUTHORITY on OTHER pUaUc ENTITY sxscUT|Nn
CONTRACTS WITH THE A/E.
PROVISIONS APPLICABLE TOALL CONTRACTS
ACCESS TORECORDS AND REPORTS ............................................................................................................. 3
CIVILRIGHTS — GENERAL ............................................................................................................................... 3
CIVIL RIGHTS —TITLE V|ASSURANCES ........................................................................................................... 3
PROHIBITION ONCERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE
SERVICES OREQUIPMENT ................................................................................................................ »
FEDERAL FAIR LABOR STANDARDS ACT (FEDERAL MINIMUM WAGE) ......................................................... 6
OCCUPATIONAL SAFETY AND HEALTH ACT 0F1970.................................................................................... 6
RIGHTTOINVENTIONS .................................................................................................................................. 6
SEISMICSAFETY ............................................................................................................................................. 7
TAX DELINQUENCY AND FELONY CONVICTIONS .......................................................................................... 7
TRADE RESTRICTION CERTIFICATION ............................................................................................................ J
VETERAN'S PREFERENCE ............................................................................................................................... O
PROVISIONS APPLICABLE TOCONTRACTS EXCEEDING $10,00O
DISTRACTEDDRIVING ......................................... ............................................. ........................................... 9
EQUAL EMPLOYMENT OPPORTUNITY (EEO)................................................................................................. g
PROHIBITION OFSEGREGATED FACILITIES ................................................................................................. 10
PROVISIONS APPLICABLE TOCONTRACTS EXCEEDING $25,0X]O
PROVISIONS APPLICABLE TOCONTRACTS EXCEEDING $1OOOOO
CONTRACT VVORKH0UKSAND SAFETY STANDARDS ACT REQUIREMENTS ................................................ l3
LOBBYING AND INFLUENCING FEDERAL EMPLOYEES ................................................................................. I4
PROVISIONS APPLICABLE TOCONTRACTS EXCEEDING $1SO,0OO
PROVISIONS APPLICABLE TOCONTRACTS EXCEEDING $350,000
BREACH OFCONTRACT TERMS ................................................................................................................... 15
DISADVANTAGED BUSINESS ENTERPRISE ................................................................................................... 1S
PROVISIONS APPLICABLE TO ALL CONTRACTS
ACCESS TO RECORDS AND REPORTS
Reference: 2 CFR § 200.334
2 CFR § 200.337
FAA Order 5100.38
The Contractor must maintain an acceptable cost accounting system. The Contractor agrees to provide
the Owner, the Federal Aviation Administration and the Comptroller General of the United States or 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
In all its activities within the scope of its airport program, the Contractor agrees to comply with
pertinent statutes, Executive Orders, and such rules as identified in Title VI List of Pertinent
Nondiscrimination Acts and Authorities to ensure that no person shall, on the grounds of race, color,
national origin (including limited English proficiency), creed, sex (including sexual orientation and gender
identity), age, or disability be excluded from participating in any activity conducted with or benefiting
from Federal assistance.
This provision is in addition to that required by Title VI of the Civil Rights Act of 1964.
CIVIL RIGHTS —TITLE VI ASSURANCES
Reference: 49 USC § 47123
FAA Order 1400.11
Title VI Solicitation Notice
The Sponsor, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat.
252, 42 USC §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders or offerors that it
will affirmatively ensure that for any contract entered into pursuant to this advertisement,
disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in
response to this invitation and no businesses will be discriminated against on the grounds of race,
color, national origin (including limited English proficiency), creed, sex (including sexual orientation
and gender identity), age, or disability in consideration for an award.
Title VI List of Pertinent Nondiscrimination Acts and 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 limited to:
• Title VI of the Civil Rights Act of 1964 (42 USC § 2000d et seq., 78 stat. 252) (prohibits
discrimination on the basis of race, color, national origin);
Page 3 of 18 Updated May 24, 2023
• 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 USC §
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 USC § 794 et seq.), as amended (prohibits
discrimination on the basis of disability); and 49 CFR part 27 (Nondiscrimination on the Basis of
Disability in Programs or Activities Receiving Federal Financial Assistance);
• The Age Discrimination Act of 1975, as amended (42 USC § 6101 etseq.) (prohibits
discrimination on the basis of age);
• Airport and Airway Improvement Act of 1982 (49 USC § 47123), as amended (prohibits
discrimination based on race, creed, color, national origin, or sex);
• The Civil Rights Restoration Act of 1987 (PL 100-259) (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 (42 USC § 12101, et seq) (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) as
implemented by U.S. Department of Transportation regulations at 49 CFR parts 37 and 38;
• The Federal Aviation Administration's Nondiscrimination statute (49 USC § 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 (ensures nondiscrimination 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. 74087 (2005)];
• Title IX of the Education Amendments of 1972, as amended, which prohibits you from
discriminating because of sex in education programs or activities (20 USC § 1681, et seq).
Nondiscrimination Requirements / Title VI Clauses for Compliance
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 as follows:
1. Compliance with Regulations: The Contractor (hereinafter includes consultants) will comply
with the Title VI List of Pertinent Nondiscrimination Acts and Authorities, as they may be
Page 4 of 18 Updated May 24, 2023
amended from time to time, which are herein incorporated by reference and made a part of this
contract.
2. Nondiscrimination: The Contractor, with regard to the work performed by it during the
contract, will not discriminate on the grounds of race, color, national origin (including limited
English proficiency), creed, sex (including sexual orientation and gender identity), age, or
disability 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 to be
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 Acts, the Regulations, 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 in the 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 set forth what efforts it has made to obtain the
information.
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 not
limited 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.
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 Acts, the Regulations, and directives issued pursuant thereto. The
Contractor will 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 5 of 18 Updated May 24, 2023
PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR
EQUIPMENT
Reference: 2 CFR § 200, Appendix II(K)
2 CFR § 200.216
Contractor and Subcontractor agree to comply with mandatory standards and policies relating to use
and procurement of certain telecommunications and video surveillance services or equipment in
compliance with the National Defense Authorization Act [Public Law 115-232 § 889(f)(1)].
FEDERAL FAIR LABOR STANDARDS ACT (FEDERAL MINIMUM WAGE)
Reference: 29 USC § 201, et seq
2 CFR § 200.430
All contracts and subcontracts that result from this solicitation incorporate by reference the provisions
of 29 CFR part 201, et seq, 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 Contractor has full responsibility to monitor compliance to the referenced statute or regulation.
The Contractor must address any claims or disputes that arise from this 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. The employer
must provide a work environment that is free from recognized hazards that may cause death or serious
physical harm to the employee. The employer 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 (29 CFR Part 1910). The employer 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.
RIGHT TO INVENTIONS
Reference: 2 CFR Part 200, Appendix II(F)
37 CFR Part 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 37 CFR § 401,14.
Contractor must include this requirement in all sub -tier contracts involving experimental,
developmental, or research work.
Page 6 of 18 Updated May 24, 2023
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 that 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. Al
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 FELONY CONVICTIONS
Reference: Section 8113 of the Consolidated Appropriations Act, 2022 (Public Law 117-103) and
similar provisions in subsequent appropriations acts
DOT Order 4200.6—Appropriations Act Requirements for Procurement and Non -
Procurement Regarding Tax Delinquency and Felony Convictions
The Contractor certifies:
1) 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.
2) It is not a corporation that was convicted of a criminal violation under any Federal law within
the preceding 24 months. A felony conviction is 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 USC § 3559.
The Contractor agrees to incorporate the above certification in all lower tier subcontracts.
TRADE RESTRICTION CERTIFICATION
Reference: 49 USC § 50104
49 CFR Part 30
By submission of an offer, the Offeror certifies that with respect to this solicitation and any resultant
contract, the Offeror:
1) 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 (USTR);
2) 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 USTR; and
Page 7 of 18 Updated May 24, 2023
3) has not entered into any subcontract for any product to be used on the Federal project that is
produced in a foreign country included on the list of countries that discriminate against U.S. firms
published by the USTR.
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 USC § 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:
1) 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 USTR; or
2) whose subcontractors are owned or controlled by one or more citizens or nationals of a foreign
country on such USTR list; or
3) who incorporates in the public works project any product of a foreign country on such USTR 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 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 USTR, 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 (FAA) may direct through the Owner cancellation of
the contract or subcontract for default at no cost to the Owner or the FAA.
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 USC § 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.
Page 8 of 18 Updated May 24, 2023
PROVISIONS APPLICABLE TO CONTRACTS EXCEEDING$10,000
DISTRACTED DRIVING
Reference: Executive Order 13513
DOT Order 3902.10
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
Federal Aviation Administration encourages recipients of Federal grant funds to adopt and enforce
safety policies that decrease crashes by distracted drivers, including policies to ban text messaging while
driving when performing work related to a grant or subgrant.
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
$10,000 that involve driving a motor vehicle in performance of work activities associated with the
project.
EQUAL EMPLOYMENT OPPORTUNITY (EEO)
Reference: 2 CFR Part 200, Appendix II(C)
41 CFR § 60-1.4
41 CFR § 60-4.3
Executive Order 11246
Equal Opportunity Clause
During the performance of this contract, the Contractor agrees as follows:
(1) The Contractor will not discriminate against any employee or applicant for employment because
of race, color, religion, sex, sexual orientation, gender identity, or national origin. The Contractor
will take affirmative action to ensure that applicants are employed, and that employees are
treated during employment, without regard to their race, color, religion, sex, sexual orientation,
gender identify, or national origin. Such action shall include, but not be limited to, the following:
employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff,
or termination; rates of pay or other forms of compensation; and selection for training,
including apprenticeship. The Contractor agrees to post in conspicuous places, available to
employees and applicants for employment, notices to be provided setting forth the provisions of
this nondiscrimination clause.
(2) The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of
the Contractor, state that all qualified applicants will receive consideration for employment
without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.
(3) The contractor will not discharge or in any other manner discriminate against any employee or
applicant for employment because such employee or applicant has inquired about, discussed, or
disclosed the compensation of the employee or applicant or another employee or applicant.
This provision shall not apply to instances in which an employee who has access to the
compensation information of other employees or applicants as a part of such employee's
essential job functions discloses the compensation of such other employees or applicants to
individuals who do not otherwise have access to such information, unless such disclosure is in
Page 9 of 18 Updated May 24, 2023
response to a formal complaint or charge, in furtherance of an investigation, proceeding,
hearing, or action, including an investigation conducted by the employer, or is consistent with
the contractor's legal duty to furnish information.
(4) The Contractor will send to each labor union or representative of workers with which it has a
collective bargaining agreement or other contract or understanding, a notice to be provided by
the agency contracting officer, advising the labor union or workers' representative of the
Contractor's commitments under this section 202 of Executive Order 11246 of September 24,
1965, and shall post copies of the notice in conspicuous places available to employees and
applicants for employment.
(5) The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965,
and of the rules, regulations, and relevant orders of the Secretary of Labor.
(6) The Contractor will furnish all information and reports required by Executive Order 11246 of
September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or
pursuant thereto, and will permit access to his books, records, and accounts by the contracting
agency and the Secretary of Labor for purposes of investigation to ascertain compliance with
such rules, regulations, and orders.
(7) In the event of the Contractor's noncompliance with the nondiscrimination clauses of this
contract or with any such rules, regulations, or orders, this contract may be canceled,
terminated, or suspended in whole or in part and the Contractor may be declared ineligible for
further Government contracts in accordance with procedures authorized in Executive Order
11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked
as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of
the Secretary of Labor, or as otherwise provided by law.
(8) The Contractor will include the provisions of paragraphs (1) through (8) in every subcontract or
purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued
pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such
provisions will be binding upon each subcontractor or vendor. The Contractor will take such
action with respect to any subcontract or purchase order as may be directed by the Secretary of
Labor as a means of enforcing such provisions, including sanctions for noncompliance; Provided,
however, that in the event the contractor becomes involved in, or is threatened with, litigation
with a subcontractor or vendor as a result of such direction, the Contractor may request the
United States to enter into such litigation to protect the interests of the United States.
PROHIBITION OF SEGREGATED FACILITIES
Reference: 2 CFR Part 200, Appendix II(C)
41 CFR Part 60-1
(a) The Contractor agrees that it does not and will not maintain or provide for its employees any
segregated facilities at any of its establishments, and that it does not and will not permit its
employees to perform their services at any location under its control where segregated facilities are
maintained. The Contractor agrees that a breach of this clause is a violation of the Equal
Employment Opportunity clause in this contract.
(b) "Segregated facilities," as used in this clause, means any waiting rooms, work areas, rest rooms and
wash rooms, restaurants and other eating areas, time clocks, locker rooms and other storage or
dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation,
and housing facilities provided for employees that are segregated by explicit directive or are in fact
Page 10 of 18 Updated May 24, 2023
segregated on the basis of race, color, religion, sex, sexual orientation, gender identity, or national
origin because of written or oral policies or employee custom. The term does not include separate
or single -user rest rooms or necessary dressing or sleeping areas provided to assure privacy
between the sexes.
(c) The Contractor shall include this clause in every subcontract and purchase order that is subject to
the Equal Employment Opportunity clause of this contract.
TERMINATION OF CONTRACT
Reference: 2 CFR Part 200, Appendix II(B)
FAA Advisory Circular 150/5370-10, Section 80-09
Termination for Convenience (Professional Services)
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 for Cause (Professional Services)
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 the termination action must allow the breaching party an opportunity to dispute or
cure the breach.
The terminating party must provide the breaching party seven (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 for cause 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; or
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
Page 11 of 18 Updated May 24, 2023
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 for cause 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 one hundred eighty (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 Consultant 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.
PROVISIONS APPLICABLE TO CONTRACTS EXCEEDING $25,000
DEBARMENT AND SUSPENSION
Reference: 2 CFR Part 180 (Subpart B)
2 CFR Part 200, Appendix II(H)
2 CFR Part 1200
DOT Order 4200.5
Executive Orders 12549 and 12689
Certification of Offeror/Bidder Regarding Debarment
By submitting a bid/proposal under this solicitation, the bidder or offeror certifies that neither it nor
its principals are presently debarred or suspended by any Federal department or agency from
participation in this transaction.
Page 12 of 18 Updated May 24, 2023
Certification of Lower Tier Contractors Regarding Debarment
The successful bidder, by administering each lower tier subcontract that exceeds $25,000 as a
"covered transaction", must confirm 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: httD://www.sam.gov.
2. Collecting a certification statement similar to the Certification of Offeror /Bidder Regarding
Debarment, above.
3. Inserting a clause or condition in the covered transaction with the lower tier contract.
If the Federal Aviation Administration later determines that a lower tier participant failed to disclose
to a higher tier participant that it was excluded or disqualified at the time it entered the covered
transaction, the FAA may pursue any available remedies, including suspension and debarment of the
non -compliant participant.
PROVISIONS APPLICABLE TO CONTRACTS EXCEEDING$100,000
CONTRACT WORKHOURS AND SAFETY STANDARDS ACT REQUIREMENTS
Reference: 2 CFR Part 200, Appendix II(E)
2 CFR § 5.5(b)
40 USC § 3702
40 USC § 3704
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 or mechanic,
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 at a
rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty
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) of this clause, 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 for the
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) of this clause, in the
sum of $29 for each calendar day on which such individual was required or permitted to work in excess
of the standard workweek of forty hours without payment of the overtime wages required by the clause
set forth in paragraph (1) of this clause.
3. Withholding for Unpaid Wages and Liquidated Damages.
The Federal Aviation Administration (FAA) or the Owner 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 moneys payable on account of work performed by the contractor or subcontractor under any
Page 13 of 18 Updated May 24, 2023
such contract or any 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) of this clause.
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 lower tier
subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower
tier subcontractor with the clauses set forth in paragraphs (1) through (4) of this clause.
LOBBYING AND INFLUENCING FEDERAL EMPLOYEES
Reference: 31 USC § 1352 — Byrd Anti -Lobbying Amendment
2 CFR Part 200, Appendix II(I)
49 CFR Part 20, Appendix A
Certification Regarding Lobbying
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, subgrants, 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 when this
transaction was made or entered into. Submission of this certification is a prerequisite for making or
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.
Page 14 of 18 Updated May 24, 2023
PROVISIONS APPLICABLE TO CONTRACTS EXCEEDING $150,000
CLEAN AIR AND WATER POLLUTION CONTROL
References: 2 CFR Part 200, Appendix II(G)
42 USC § 7401, et seq
33 USC § 1251, et seq
Contractor agrees to comply with all applicable standards, orders, and regulations issued pursuant to
the Clean Air Act (42 USC §§ 7401-7671q) and the Federal Water Pollution Control Act as amended
(33 USC §§ 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.
The Contractor must include this requirement in all subcontracts that exceed $150,000.
PROVISIONS APPLICABLE TO CONTRACTS EXCEEDING $250,000
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 necessary to
enforce the rights of the parties of this agreement.
Owner will provide Contractor written notice that describes the nature of the breach and corrective
actions the Contractor must undertake in order to avoid termination of the contract. Owner reserves
the right to withhold payments to Contractor until such time the Contractor corrects the breach or the
Owner elects to terminate the contract. The Owner's notice will identify a specific date by which the
Contractor must correct the breach. Owner may proceed with termination of the contract if the
Contractor fails to correct the breach by the deadline indicated in the Owner's notice.
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.
DISADVANTAGED BUSINESS ENTERPRISE
Reference: 49 CFR Part 26
Solicitation Lanquage (Solicitations that include a Contract Goal)
Bid Information Submitted as a matter of responsiveness:
The Owner's award of this contract is conditioned upon Bidder or Offeror satisfying the good
faith effort requirements of 49 CFR § 26.53.
As a condition of responsiveness, the Bidder or Offeror must submit the following information
with its proposal on the forms provided herein:
1) The names and addresses of Disadvantaged Business Enterprise (DBE) firms that will
participate in the contract;
Page 15 of 18 Updated May 24, 2023
2) A description of the work that each DBE firm will perform;
3) The dollar amount of the participation of each DBE firm listed under (1);
4) Written statement from Bidder or Offeror that attests their commitment to use the DBE
firm(s) listed under (1) to meet the Owner's project goal;
5) Written confirmation from each listed DBE firm that it is participating in the contract in the
kind and amount of work provided in the prime contractor's commitment; and
6) If Bidder or Offeror cannot meet the advertised project DBE goal, evidence of good faith
efforts undertaken by the Bidder or Offeror as described in appendix A to 49 CFR part 26. The
documentation of good faith efforts must include copies of each DBE and non -DBE
subcontractor quote submitted to the bidder when a non -DBE subcontractor was selected
over a DBE for work on the contract.
Bid Information submitted as a matter of bidder responsibility:
The Owner's award of this contract is conditioned upon Bidder or Offeror satisfying the good
faith effort requirements of 49 CFR § 26.53.
As a condition of responsibility, every Bidder or Offeror must submit the following information
on the forms provided herein within five days after bid opening.
1) The names and addresses of Disadvantaged Business Enterprise (DBE) firms that will
participate in the contract;
2) A description of the work that each DBE firm will perform;
3) The dollar amount of the participation of each DBE firm listed under (1);
4) Written statement from Bidder or Offeror that attests their commitment to use the DBE
firm(s) listed under (1) to meet the Owner's project goal;
5) Written confirmation from each listed DBE firm that it is participating in the contract in the
kind and amount of work provided in the prime contractor's commitment; and
6) If Bidder or Offeror cannot meet the advertised project DBE goal, evidence of good faith
efforts undertaken by the Bidder or Offeror as described in appendix A to 49 CFR part 26. The
documentation of good faith efforts must include copies of each DBE and non -DBE
subcontractor quote submitted to the bidder when a non -DBE subcontractor was selected
over a DBE for work on the contract.
Solicitation Language (Race/Gender Neutral Means)
The requirements of 49 CFR part 26 apply to this contract. It is the policy of the Owner to
practice nondiscrimination based on race, color, sex, or national origin in the award or
performance of this contract. The Owner encourages participation by all firms qualifying under
this solicitation regardless of business size or ownership.
Prime Contracts (Contracts Covered by a DBE Program)
Contract Assurance (49 CFR § 26.13)
The Contractor, subrecipient or subcontractor shall not discriminate on the basis of race, color,
national origin, or sex in the performance of this contract. The Contractor shall carry out 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
Page 16 of 18 Updated May 24, 2023
result in the termination of this contract or such other remedy as the recipient deems appropriate,
which may include, but is not limited to:
1) Withholding monthly progress payments;
2) Assessing sanctions;
3) Liquidated damages; and/or
4) Disqualifying the Contractor from future bidding as non -responsible.
Prompt Payment (49 CFR § 26.29)
The prime contractor agrees to pay each subcontractor under this prime contract for satisfactory
performance of its contract no later than thirty (30) calendar days from the receipt of each payment
the prime contractor receives from Owner. The prime contractor agrees further to return retainage
payments to each subcontractor within thirty (30) calendar days after the 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 Owner. This clause applies to
both DBE and non -DBE subcontractors.
Termination of DBE Subcontracts (49 CFR § 26.53(f))
The prime contractor must not terminate a DBE subcontractor listed in response to the above
Solicitation Language (Solicitations that include a Contract Goal) section (or an approved substitute
DBE firm) without prior written consent of Owner. This includes, but is not limited to, instances in
which the prime contractor seeks to perform work originally designated for a DBE subcontractor
with its own forces or those of an affiliate, a non -DBE firm, or with another DBE firm.
The prime contractor shall utilize the specific DBEs listed to perform the work and supply the
materials for which each is listed unless the contractor obtains written consent from the Owner.
Unless the Owner's consent is provided, the prime contractor shall not be entitled to any payment
for work or material unless it is performed or supplied by the listed DBE.
The Owner may provide such written consent only if the Owner agrees, for reasons stated in the
concurrence document, that the prime contractor has good cause to terminate the DBE firm. For
purposes of this paragraph, good cause includes the circumstances listed in 49 CFR §26.53.
Before transmitting to the Owner its request to terminate and/or substitute a DBE subcontractor,
the prime contractor must give notice in writing to the DBE subcontractor, with a copy to the
Owner, of its intent to request to terminate and/or substitute, and the reason for the request.
The prime contractor must give the DBE five days to respond to the prime contractor's notice and
advise the Owner and the contractor of the reasons, if any, why it objects to the proposed
termination of its subcontract and why the Owner should not approve the prime contractor's action.
If required in a particular case as a matter of public necessity (e.g., safety), the Owner may provide a
response period shorter than five days.
In addition to post -award terminations, the provisions of this section apply to preaward deletions of
or substitutions for DBE firms put forward by offerors in negotiated procurements.
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Page 18 of 18 Updated May 24, 2023
GENERAL PROVISIONS
These General Provisions are attached to and made a part of
the respective Letter Agreement or Master Agreement, dated
November 15, 2023 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.
Page 4 of 8 19-3868.01
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
MIND WHAT MATTERS
June 2O,2023
Attn: Mr. Mike Hodge
O|smnAsmociotes
5O1PStreet
Lincoln, NE 68508
RE: Overhead Expense Factor
Dear Mike,
In response to your request, we have provided o recap of the computed amount of overhead expenses
incurred in 2022 based on the audited Schedules of Indirect Costs and Costs with Adjustments as of and
for the year ended December 31,20Z2. Summarized below |uyour FAR Combined Overhead Rate that |x
detailed inthe audit:
Combined FAR Overhead Rate (including Computer Expenses) — 185.88%
Total Fringe Benefits
Total General and Administrative Expenses
Computer Expenses
Subtotal
Less computer expenses already included |n
general and administrative expenses
Subtotal
Divided by Direct Labor
$ 36,853635
111,717,226
_16,006,494
S164,577,355
162,066,684
64,007,748
1.8588
|nSummary, for every $1.00ofdirect labor paid, there is $1.86inoverhead expenses attributable tnthat
labor.
Taylor Kendall
Shareholder
LUTZ & COMPANY, PC
13616CALIF0RN{A STREET, SUITE 300, 04kHk, NE 68154'5336 1 402.496.8800 1 |NFOO)LUT1.U3 | WWW.LUTI.US