HomeMy WebLinkAboutA001 - Council Action Form dated June 10, 2025ITEM #:11
DATE:06-10-25
DEPT:PW
SUBJECT:PROFESSIONAL SERVICES AGREEMENT WITH OLSSON, INC. FOR
TRAFFIC SYSTEMS MANAGEMENT AND OPERATIONS PLAN
COUNCIL ACTION FORM
BACKGROUND:
As the City of Ames continues to build out its new traffic fiber network, the Ames Area
Metropolitan Planning Organization (AAMPO) is initiating the development of its first formal
Traffic Systems Management and Operations (TSMO) Plan.
The TSMO plan is a strategic approach to optimizing the performance of the existing
transportation network through enhanced operational practices, rather than through
infrastructure expansion. Common strategies include traffic signal coordination and
timing improvements, incident and special event management, traveler information
systems, and real-time data sharing.
Intelligent Transportation Systems (ITS) refer to the technology and communication
infrastructure that enables these strategies to function effectively—such as traffic
sensors, cameras, fiber optic networks, and transportation management software.
Together, the TSMO Plan and ITS architecture aim to improve the efficiency, safety, and
reliability of the regional transportation system by leveraging operational strategies and
technology integration.
The project will culminate in the creation of a TSMO Plan that will:
Inventory existing ITS infrastructure and architecture
Guide long-term traffic operational strategies and priorities
Support future ITS investment decisions
Provide a framework for inter-agency coordination and system maintenance
This project is included in the AAMPO's Federal Fiscal Year (FFY) 2026 Transportation
Planning Work Program (TPWP) and the City of Ames’ 2024-2029 Capital Improvements
Program (CIP). A total of $150,000 is budgeted, with $120,000 from federal MPO
planning funds and $30,000 as a local match from the City of Ames Road Use Tax Fund.
The project is anticipated to be completed by the end of May 2026.
CONSULTANT SELECTION:
Consistent with federal and state procurement regulations governing the use of federal
planning funds, AAMPO issued a Request for Proposals (RFP) on March 3, 2025. Per federal
requirements, the RFP did not request fee information to ensure a qualifications-based
selection process. Proposals were evaluated by a selection team composed of AAMPO and
City of Ames staff using the following weighted criteria:
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RFP Scoring Criteria:Points
Project Understanding
& Approach:50
Project Team & Key
Personnel:20
Previous Experience:20
Understanding of the
AAMPO:5
Project Management &
Schedule:5
Proposals were due on March 31, 2025, and four were received. The scores, using the
aforementioned weighted criteria, were as follows:
Rank Firm(s)Score
1 Olsson (Prime), Bolton & Menk 93
2 Strand Associates 90
T3 HR Green (Prime), Tenkniam 78
T3 JEO Consulting 78
Given the above rankings, staff negotiated a contract (see Attachment A ) with the
highest ranked firm, Olsson, Inc. of Des Moines, Iowa.
PROJECT SCOPE:
Under the agreement, the consultant will lead the development of the AAMPO’s TSMO Plan
and Regional ITS Architecture Document, structured around the eight key components
outlined in the RFP:
1. Introduction – Define the purpose and importance of TSMO in the Ames region and
identify relevant regional stakeholders.
2. Existing Conditions & ITS Architecture – Document the current state of the
transportation network, including ITS infrastructure (e.g., fiber, traffic signals, field
devices), current signal operations, and congestion patterns using existing models and
data.
3. Needs Assessment – Identify system needs and gaps in infrastructure, technology, and
operations based on data analysis and stakeholder feedback.
4. Strategic Goals & Objectives – Establish a vision, goals, and measurable objectives
aligned with regional priorities and national best practices.
5. Operations & Implementation Plan – Provide a detailed roadmap for implementing
TSMO strategies, including operational procedures, stakeholder roles, inter-agency
coordination, performance metrics, timelines, and resource needs.
6. Maintenance Plan – Outline strategies and cost considerations for long-term ITS and
TSMO system maintenance. This will be delivered as a stand-alone internal-facing
document.
7. Emerging Technology & Trends – Highlight relevant national and regional trends,
including opportunities for integrating new technologies such as connected vehicle
infrastructure.
8. Risk Mitigation & Limitations – Identify potential barriers (e.g., funding, institutional, or
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technical) and propose mitigation strategies.
The final deliverables will include the main document, a separate internal-facing maintenance
plan, and all supporting source files. The consultant will also deliver presentations to
stakeholder groups and the AAMPO committees at key milestones throughout the plan’s
development.
ALTERNATIVES:
1. Approve the professional services agreement with Olsson, Inc. of Des Moines, Iowa for
the creation of a Traffic Systems Management and Operations (TSMO) Plan in an
amount not to exceed $149,950.
2. Direct staff to negotiate an agreement with another firm.
CITY MANAGER'S RECOMMENDED ACTION:
Based on staff's evaluation of proposals, Olsson, Inc. is the most qualified firm to lead
the creation of the AAMPO's first TSMO Plan. The AAMPO Transportation Policy
Committee also unanimously recommended approval of this agreement on May 27,
2025. Therefore, it is the recommendation of the City Manager that City Council adopt
Alternative No. 1, as described above.
ATTACHMENT(S):
Attachment A - TSMO Plan PSA
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May 20, 2025
SCOPE OF WORK - AGREEMENT FOR PROFESSIONAL SERVICES
Traffic Systems Management and Operations (TSMO) and Regional Intelligent Transportation
Systems (ITS) Architecture Document
City of Ames, Iowa
The City of Ames (“Client”) requests Olsson, Inc. (“Olsson”) to perform the services described
herein pursuant to the terms of this Letter Agreement for Professional Services, Olsson’s General
Provisions and any exhibits attached hereto (all documents constitute and are referred to herein
as the “Agreement”) for the Project.
Olsson has acquainted itself with the information provided by Client relative to the Project and
based upon such information offers to provide the services described below for the Project. Client
warrants that it is either the legal owner of the property to be improved by this Project or that Client
is acting as the duly authorized agent of the legal owner of such property. Client acknowledges
that it has reviewed the General Provisions and any exhibits attached hereto, which are expressly
made a part of and incorporated into the Agreement by this reference. In the event of any conflict
or inconsistency between this Letter Agreement, and the General Provisions regarding the
services to be performed by Olsson, the terms of the General Provisions shall take precedence.
This exhibit is hereby attached to and made a part of the Letter Agreement for Professional
Services dated June 10, 2025, between the City of Ames (“Client”) and Olsson, Inc. (“Olsson”)
providing for professional services. Olsson’s Scope of Services for the Agreement is indicated
below.
Olsson shall provide the following services (“Scope of Services”) to Client for the following Phases
listed below.
Project Description: The purpose of this project is to develop a Ames Area MPO (AAMPO)
Transportation Systems Management and Operations (TSMO) program document. The
project will document the TSMO program framework and help structure and advance TSMO
within the organization.
Phase 100: Project Management
Olsson will coordinate and report all project activities to the Client throughout the project. This
will be managed and communicated through a kickoff meeting with all project team members.
Regular project meetings will be held to review progress and will include an agenda and status
report and will be followed by meeting minutes. The progress reports will include project status,
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schedule, and budget, as well as action items and any technical or other issues to be
discussed or resolved. Monthly invoices will include progress reporting in a bullet point list of
work performed to satisfy AAMPO federal reimbursement requirements.
This phase will consist of general project management, administrative and accounting activities,
oversight, and coordination.
Assumptions:
· One kickoff meeting
· Eighteen (18) project management meetings (bi-weekly)
· All project management meetings will be held virtually
Deliverables:
· Meeting agenda, status reports, and minutes
· Draft and final deliverables will be provided with at least five (5) business days of notice
for client review and approval.
· A SharePoint site or similar platform for collaboration
Phase 200: Stakeholder Engagement
This phase will include all stakeholder engagement, including a specific stakeholder engagement session,
production of outreach pieces, and a stakeholder engagement report. The stakeholder engagement
portion of the project will occur within relevant project phases to gather insights into current conditions and
future needs. Stakeholder input will be analyzed and incorporated into the final documents.
2.1 Project Fact Sheets
Up to four (4) project fact sheets will be created for use in stakeholder meetings, on the AAMPO
website and to be shared in conjunction with the project newsletter(s).
Deliverables:
· Up to four (4) draft and final project fact sheets, provided in PDF format
2.2 Stakeholder Outreach Meeting and Interviews
This task includes a stakeholder metrics report as well as one combined report for the in-person
stakeholder workshops. Other project meetings outside of what is listed in Phases 100 and 200
are listed in Phases 300 and 400.
Assumptions:
· Attendance for up to four individuals to attend one half-day in-person stakeholder
workshop in Ames, likely to align with an existing Multi-Disciplinary Safety Team (MDST)
meeting.
· Attendance for two in-person individuals and/or two (additional) virtual individuals to
attend one stakeholder workshop in Ames, likely to align with an existing AAMPO
Technical Committee meeting, up to three hours.
· Up to five (5) virtual interviews up to 60-minutes each to capture additional input, outside
of the MDST.
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Deliverables:
· Stakeholder outreach meeting presentation
· Draft and Final stakeholder outreach meeting summary and metrics report
2.3 Project Newsletter
This task will create up to two (2) electronic project newsletters to be distributed at the discretion
of the AAMPO project manager.
Assumptions:
· Newsletters will be distributed through the existing AAMPO outreach process.
Deliverables:
· Up to two (2) draft and final project virtual newsletters to be distributed at strategic project
milestones.
Phase 300: Data Gathering and Analysis
3.1 Needs Assessment
The evaluation of existing conditions will serve as the foundation for the needs assessment. This will be
combined with insights gathered through the stakeholder engagement process, which will provide
valuable perspectives on their experiences and expectations. Together, this information will help identify
and prioritize overarching and specific needs to enhance traffic management and operations in the
region through the TSMO and ITS program. We will identify specific gaps by evaluating the current state
of physical infrastructure, technologies, and operational strategies.
Assumptions:
· AAMPO will provide access to all needed information for analysis.
Deliverables:
· Needs assessment report
3.2 Existing Conditions & ITS Architecture
Olsson will assess the current state of the transportation system, encompassing vehicular, pedestrian,
and bicycle traffic, along with transit. This evaluation will pinpoint key areas of congestion, safety
concerns, and opportunities for operational improvement. Information will be gathered from various
sources, including existing plans, documents, and recently completed studies.
Subtasks:
· Traffic conditions: Assess current traffic patterns, areas of congestion, and inefficiencies using
existing traffic models and transportation plans, by others.
· ITS & TSMO inventory and architecture: Document the current ITS field inventory (fiber, signals,
PTZ cameras, and other field devices) and coordinate with the city to include as part of the city’s
GIS database.
· Institutional (inter-agency operational dynamics): Review existing plans that outline each agency’s
mission, goals, organizational structure, and operational framework.
· Stakeholder Input: Conduct stakeholder engagement to gather insights into current conditions and
future needs.
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Assumptions:
· AAMPO will provide or indicate the location of relevant information and coordinate interactions with
other divisions as needed.
· Data collected by any parallel projects will be shared with all other project staff.
Deliverables:
· Summarized materials included in the TSMO plan
3.3 Emerging Technology & Trends
Olsson will synthesize and curate the latest trends and anticipated transportation technology
developments specifically for the AAMPO region.
Subtasks:
· Best practices and lessons-learned: Focus on planning for the integration of emerging
technologies.
· New technologies and strategies: Provide insights from the Federal Highway Administration’s
extensive TSMO resources and scan for information and best practices implemented through
regional TSMO efforts across the country.
Assumptions:
· Technology-related recommendations will focus on what technologies to invest in, when, and how
to invest.
Deliverables:
· Emerging technology and trends memorandum
3.4 Risk Mitigation and Limitations
This task will focus on identifying risks, limitations, and potential mitigations for ITS and TSMO strategies.
The approach involves developing a comprehensive risk register, where risks will be categorized by their
probability of occurrence and potential impact.
Subtasks:
· Risk and limitation identification: Identify potential risks and limitations of ITS technology and
TSMO strategies.
Mitigation strategies: Develop mitigation strategies to be incorporated into implementation actions.
Assumptions:
· Risks will be categorized by their probability of occurrence and potential impact.
Deliverables:
· Risk mitigation and limitations memorandum
Phase 400: ITS Architecture and TSMO Document
4.1 Strategic Goals and Objectives
Strategic goals and objectives serve as the overarching compass for the TSMO program, aligning all
stakeholders on the program’s direction. These goals and objectives will guide efforts to improve traffic
management and operations in the region.
Subtasks:
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· Define desired outcomes: Establish goals and objectives based on information gathered during
Phase 300.
· Include the case for TSMO: Identify current challenges and anticipated future conditions, including
mobility, congestion, and safety challenges.
Assumptions:
· Goals and objectives will be comprehensive, realistic, and supported by all parties involved.
Deliverables:
· Draft goals and objectives for review and comment
4.2 Operations and Implementation Plan
The final deliverables will summarize efforts from all project phases into a cohesive document that will
provide documentation and guidance to the City of Ames and AAMPO member agencies in a clear and
strategic way to achieve long-term goals and will assist in aligning ITS Architecture and TSMO priorities.
Subtasks:
· Outline desired operations: Provide a detailed description/procedure for implementing proposed
TSMO strategies.
· Define and prioritize realistic implementation actions: Establish operational procedures, identify
roles and responsibilities, and establish performance measures.
· Develop ITS Architecture: Document the interfaces and data flows between agency systems to
enable interoperability.
Assumptions:
· Implementation actions will include both technical (system-level) actions and institutional (agency
and inter-agency) actions.
· Up to four (4) preliminary sections and an annotated outline of the document will be delivered for
review over the course of document development
· Review and approval of the draft and documents will follow the normal approval process for
AAMPO documents: Technical Committee Draft Recommendation > Policy Committee Draft
Review > 30-day public comment period > Policy Committee Final Approval. Stakeholder Group 1
will also review the draft and final ITS Architecture and TSMO document at the same time as the
Technical Committee.
· Stakeholder Group 1 will be fully determined after the project kickoff meeting but will include many
of the participants of the MDST and AAMPO Technical committee groups.
· Olsson will present the draft TSMO and ITS Architecture document to the AAMPO Technical
Committee (either virtual or in-person attendance for up to two attendees) and the Policy
Committee (in-person attendance for up to two attendees).
· City of Ames Project Manager will present the final document to the Policy Committee.
· ITS Architecture will be documented in the report, not utilizing the RAD-IT tool.
· Final PDF document will receive graphic design treatment suitable for public viewing
· Final plan, along with all relevant source files (Excel sheets, GIS Shapefiles, Word or InDesign
documents, graphics, photos, etc.)
Deliverables:
· Draft and Final TSMO and ITS Architecture document
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4.3 Maintenance Plan
Our approach to developing a maintenance plan for ITS and TSMO systems focuses on establishing
guidelines that promote the long-term sustainability of systems and technology, as well as the
effectiveness of the overall TSMO program.
Subtasks:
· Maintaining the TSMO Plan: Establish guidelines for maintaining ITS and TSMO systems.
· Maintaining the systems: Outline potential costs and considerations regarding the maintenance
and continued operation of ITS and TSMO systems.
· Long-term inter-agency coordination: Include recommendations for formal inter-agency
agreements to support long-term regional operational collaboration.
Assumptions:
· Life-cycle considerations will be included to account for ongoing operations, repairs, and human
resources needed.
· The final Maintenance plan will be an internal facing document and will be separate from the ITS
Architecture and TSMO document.
Deliverables:
· Draft and Final Maintenance plan
Should Client request work in addition to the Scope of Services, Olsson shall invoice Client for
such additional services (Optional Additional Services) at the standard hourly billing labor rate
charged for those employees actually performing the work, plus reimbursable expenses if any.
Olsson shall not commence work on Optional Additional Services without Client’s prior written
approval.
Olsson agrees to provide all of its services in a timely, competent and professional manner, in
accordance with applicable standards of care, for projects of similar geographic location, quality
and scope.
SCHEDULE FOR OLSSON’S SERVICES
Unless otherwise agreed, Olsson expects to perform its services under the Agreement as follows:
Anticipated Start Date: July 1, 2025
Stakeholder Outreach Meeting (Technical Committee) by September 11, 2025
Stakeholder Outreach Meeting (MDST) by October 8, 2025
Draft ITS Architecture and TSMO Document to Project Manager by January 14, 2026
Presentation of Draft document to the Technical Committee by February 12, 2026
Presentation of Draft document to the Policy Committee by February 24, 2026
Final ITS Architecture and TSMO Document to Project Manager by April 6, 2026
Anticipated Completion Date: May 11, 2026
Olsson will endeavor to start its services on the Anticipated Start Date and to complete its services
on the Anticipated Completion Date.
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COMPENSATION
Olsson shall perform the services in Phases 100 – 400 of the Scope of Services with a total project
cost with estimated fee per phase shown below.
Phase 100 $16,424.00
Phase 200 $30,316.00
Phase 300 $48,341.00
Phase 400 $54,869.00
Total Project Cost $149,950.00
Olsson’s Scope of Services for Phases 100 – 400 will be provided on a time-and-expense basis
not to exceed $149,950.00. Client shall pay to Olsson for the performance of the Scope of
Services, the actual time of personnel performing such services in accordance with the Labor
Billing Rate Schedule(s), and all actual reimbursable expenses attached to this agreement.
Olsson shall submit invoices on a monthly basis, and payment is due within 30 calendar days of
invoice date.
TERMS AND CONDITIONS OF SERVICE
We have discussed with you the risks, rewards and benefits of the Project, the Scope of Services,
and our fees for such services and the Agreement represents the entire understanding between
Client and Olsson with respect to the Project. The Agreement may only be modified in writing
signed by both parties.
Client’s designated Project Representative shall be Mr. Kyle Thompson, Transportation Planner.
Olsson’s designated Project Representative shall be Chris Albrecht, Technical Expert.
If this Agreement satisfactorily sets forth your understanding of our agreement, please sign in the
space provided below. Retain one original for your files and return an executed original to Olsson.
This proposal will be open for acceptance for a period of 7 days from the date set forth above,
unless changed by us in writing.
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OLSSON, INC.
By By
Chris Albrecht, Technical Expert Kurt Rotering, Senior Team Leader
By signing below, you acknowledge that you have full authority to bind Client to the terms of the
Agreement. If you accept the terms set forth herein, please sign:
City of Ames, Iowa
By: _____________________________________ Dated:
John Haila, Mayor
Attachments
General Provisions
2025 Olsson Billing Rate Schedule
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GENERAL PROVISIONS
These General Provisions are attached to and made a part of the
respective Letter Agreement or Master Agreement, dated March
4, 2025 between City of Ames, Iowa (“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.
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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.
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
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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
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
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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
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.
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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 Except to the extent prohibited by law, 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. In the event of a
Dispute involving a Claim (as hereinafter defined) against
Olsson, Olsson shall be considered the “prevailing party” if Client
is awarded materially less than the full amount of damages
claimed by the Client in connection with the Dispute. In all other
Disputes, “prevailing party” shall mean the party (if any) who
obtains all, or substantially all, of the relief requested by that party
in connection with the Dispute.
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. In
any such instance, Olsson shall be entitled to an award of
attorney’s fees, costs, and expenses.
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
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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 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.
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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
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
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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.
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, attorneys’ fees 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
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Page 9 of 9
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/Severability
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. If any part of this Agreement is found to
conflict with applicable law, such part alone shall be null and void
and considered stricken, but the remainder of this Agreement
shall be given full force and effect.
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Eff. 1/2025 2025 Olsson Inc. 1 of 2
2025 Olsson Billing Rate Schedule
Classification Billing Rate
Executive Vice President $ 460.00
Market Leader $ 401.00
Geography/Discipline Leader $ 392.00
Sector Leader $ 346.00
Technical Expert $ 302.00
Senior Project Manager $ 302.00
Client Relationship Manager $ 302.00
Senior Team Leader $ 307.00
Group Leader $ 247.00
Client Manager/Project Manager $ 247.00
Associate Project Manager $ 222.00
Lead Engineer $ 247.00
Senior Engineer $ 239.00
Project Engineer $ 208.00
Engineer $ 178.00
Associate Engineer $ 156.00
Assistant Engineer $ 140.00
Lead Scientist $ 218.00
Senior Scientist $ 191.00
Project Scientist $ 159.00
Scientist $ 136.00
Associate Scientist $ 121.00
Assistant Scientist $ 102.00
Lead Planner $ 222.00
Senior Planner $ 198.00
Project Planner $ 164.00
Planner $ 145.00
Associate Planner $ 126.00
Assistant Planner $ 109.00
Lead Landscape Architect $ 222.00
Senior Landscape Architect $ 194.00
Project Landscape Architect $ 164.00
Landscape Architect $ 145.00
Associate Landscape Designer $ 126.00
Assistant Landscape Designer $ 111.00
Commissioning Manager/Technical Manager $ 244.00
Commissioning Agent $ 217.00
Commissioning Senior Technician $ 184.00
Commissioning AssociateTechnician $ 155.00
Commissioning Assistant Technician $ 131.00
Design Manager/Technical Manager $ 184.00
Design Associate $ 147.00
Senior Technician $ 119.00
Associate Technician $ 102.00
Assistant Technician $ 89.00
GIS Specialist $ 206.00
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Eff. 1/2025 2025 Olsson Inc. 2 of 2
2025 Olsson Billing Rate Schedule
Classification Billing Rate
Stormwater Compliance Leader/Specialist $ 200.00
Stormwater Compliance Speclst/Sr Coord $ 154.00
Stormwater Compliance Coordinator $ 121.00
Stormwater Compliance Assistant $ 97.00
Business Development Sr Specialist $ 256.00
Business Development Specialist $ 198.00
Student Intern - Level 3 $ 112.00
Student Intern - Level 2 $ 96.00
Student Intern - Level 1 $ 80.00
Public Engagement Specialist/Sr Coordinator $ 136.00
Public Engagement Coordinator $ 107.00
Public Engagement Assistant $ 90.00
Administrative Senior Specialist/Leader $ 172.00
Administrative Specialist/Sr Coordinator $ 119.00
Administrative Coordinator $ 97.00
Administrative Assistant $ 78.00
Project Senior Coordinator $ 133.00
Project Coordinator $ 106.00
Note: The 2025 OIsson Billing Rate Schedule will be used the entirety
of this project as it is not a multi-year contract.
Billing Rate Schedules for Surveying, Construction
Administration, Drilling, and Special Inspections/NDT/Materials
Testing will be provided as Appendices, as needed.
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