S A M P L E

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ENGINEERING AGREEMENT - PRELIMINARY PHASE

(To be used only when a specific scope has not been determined)

THIS CONTRACT is made and entered into this _____ day of _________________, 20___, by and between the consulting firm of __________________________________ of ____________________, hereinafter called the "Consultant" and the __________________________ of __________, Nebraska, hereinafter called the "Sponsor". For and in consideration of the mutual agreements hereinafter contained, the parties hereto agree as follows:

1. The Sponsor agrees to employ the Consultant to provide the engineering services required to prepare the preliminary data for the following federal aid project

(insert scope of project with brief description)

2. The Consultant agrees to provide preliminary design for improvements to the ?????????? Municipal Airport consisting of the following:

a) Confer via telephone with the Sponsor, the Nebraska Department of Aeronautics (NDA) and the Federal Aviation Administration (FAA) in accordance with FAA Guide No. 910-Predesign Conference. The consultant shall prepare a summary of the conference that highlights critical project issues.

b) Prepare and perform the necessary field surveys for design purposes. The field survey shall meet the accuracies of FAA AIP Guide 405, Standards for Aeronautical Surveys.

c) Prepare and perform the necessary legal surveys required for any additional land acquisition.

d) Conduct soils investigation as follows:

1. Brief description of services (borings, lab testing, reporting….)

e) Submit a preliminary pavement design report (3 copies) within 45 days from the date of this agreement. The preliminary design report shall include at a minimum, the following items in accordance with FAA AIP Guide No. 920 – Engineering Report:

1. General Scope of Project

2. Design Standards

3. Site conditions

4. Pavement Design

5. Tie-down Layout for Apron

6. Miscellaneous Work Items

7. Non AIP work

8. Engineers Estimate

9. Sponsor Modifications to Standards

f) Coordinate and work with all utility companies that have utilities in the area that will be affected by the project. Develop remedies for either protecting the utilities by encasement and/or relocation and determine preliminary costs.

g) Develop for Runway ???? and the Parallel Taxiway the following:

1. Horizontal and vertical alignment for the ultimate lengths.

2. Typical runway and taxiway sections.

3. Preliminary drainage structures

4. Preliminary cost estimate

a) Perform a site visit by an environmental scientist to inspect and identify potential environmental issues such as the possibility of wetlands or stream channel impacts and small quantity hazardous materials storage, fuel storage, septic tank and water wells on the farmsteads within the project area. Field reconnaissance findings will be analyzed and environmental regulatory issues identified. A report will be prepared and submitted to the Sponsor, NDA and FAA. Implementation of mitigation activities, if necessary, will be addressed in the Design Phase.

i) Preliminary Design Phase will be implemented per Exhibit B attached to this agreement

3. The scope of this contract is limited to the items of work named above. When the Sponsor accepts the required data and pays the agreed amount, this contract is considered completed and terminated in full.

4. The Sponsor agrees to pay the Consultant for the services described above. Payment for these items shall be made based on direct salary, overhead costs and reimbursable expenses incurred plus a fixed payment of $___________ and subcontract costs. The schedule of charges and reimbursable expenses is Exhibit A attached and made a part hereto. Labor and general administration overhead percentage shall be supported by a statement of overhead expenses certified by the consultant's auditor or a governmental auditor.

The total charges for will not be greater than the "Not-to-Exceed" (NTE) amount of $___________, if the scope of work as set forth above is not exceeded. If the scope of work as set worth above is exceeded, the "Not-to-Exceed" amount may be increased by a supplemental agreement to this contract. No payment above the Not-to-Exceed limit shall be made without prior approval of an amendment supported by proper justification.

Payment shall be due monthly for incurred charges and expenses based on detailed invoices. Invoices shall include a pro rata portion of the fixed fee with the final invoice adjusted to include the remaining unpaid balance of the fixed fee.

TITLE VI ASSURANCES. During the performance of this contract, the Consultant, for itself, its assignees and successors in interest (hereinafter referred to as the "consultant") agrees as follows:

Compliance with Regulations. The Consultant shall comply with the Regulations relative to nondiscrimination in federally assisted programs of the Department of Transportation (hereinafter, "DOT") Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this contract.

Nondiscrimination. The Consultant, with regard to the work performed by it during the contract, shall not discriminate on the grounds of race, color, sex, religion, creed, age, marital status, physical or mental disability, political affiliation, national origin or ancestry in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The Consultant shall not participate either directly or indirectly in the discrimination prohibited by section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix B of the Regulations.

Solicitations for Subcontracts, Including Procurement of Materials and Equipment. In all solicitations either by competitive bidding or negotiation made by the Consultant for work to be performed under a subcontract, including procurement of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the Consultant of the Consultant's obligations under this contract and the Regulations relative to nondiscrimination on the grounds of race, color, sex, religion, creed, age, marital status, physical or mental disability, political affiliation, national origin or ancestry.

Information and Reports. The Consultant shall provide all information and reports required by the Regulations or directives issued pursuant thereto and shall permit access to its books, records, accounts, other sources of information and its facilities as may be determined by the Sponsor, NDA or the FAA to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of the Consultant is in the exclusive possession of another who fails to furnish this information, the Consultant shall so certify to the Sponsor, NDA, or the FAA, as appropriate, and shall describe efforts made to obtain the information.

Sanctions for Noncompliance. In the event the Consultant's noncompliance with the nondiscrimination provisions of this contract, the Sponsor shall impose such contract sanctions as it, the NDA or the FAA may determine to be appropriate, including, but not limited to, withholding of payment to the Consultant under the contract until the Consultant complies, and/or cancellation, termination or suspension of the contract, in whole or in part.

Incorporation of Provisions. The Consultant shall include the provisions of this Section in every subcontract, including procurement of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. The Consultant shall take such action with respect to any subcontract or procurement as the Sponsor, NDA, or the FAA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided that if the Consultant becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, the Consultant may request that the Sponsor, the State of Nebraska or the United States enter into such litigation to protect the interests of the Sponsor, the State of Nebraska or the United States.

AIRPORT AND AIRWAY IMPROVEMENT ACT OF 1982, SECTION 520 - GENERAL CIVIL RIGHTS PROVISIONS. The contractor assures that it will comply with pertinent statutes, Executive orders and such rules as are promulgated to assure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or handicap be excluded from participating in any activity conducted with or benefiting from Federal assistance. This provision obligates the tenant/concessionaire/lessee or its transferee for the period during which Federal assistance is extended to the airport a program, except where Federal assistance is to provide, or is in the form of personal property or real property or interest therein or structures or improvements thereon. In these cases the provision obligates the party or any transferee for the longer of the following periods: (a) the period during which the property is used by the airport sponsor or any transferee for a purpose for which Federal assistance is extended, or for another purpose involving the provision of similar services or benefits or (b) the period during which the airport sponsor or any transferee retains ownership or possession of the property. In the case of contractors, this provision binds the contractors from the bid solicitation period through the completion of the contract. This provision is in addition to that required of Title VI of the Civil Rights Act of 1964.

DISADVANTAGED BUSINESS ENTERPRISE (DBE) REQUIRED STATEMENTS. The contractor or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall 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 result in the termination of this contract or such other remedy as the recipient deems appropriate.

PROMPT PAYMENT CLAUSE. The prime contractor agrees to pay each subcontractor under this prime contract for satisfactory performance no later than 30 days from receipt of payment from the Sponsor. The prime contractor agrees further to return retainage payments to each subcontractor within 30 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 Sponsor. This clause applies to both DBE and non-DBE subcontractors.

LOBBYING AND INFLUENCING FEDERAL EMPLOYEES. No Federal appropriated funds shall be paid, by or on behalf of the contractor, 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 the making of any Federal grant and the amendment or modification of any Federal grant.

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 any Federal grant, the contractor shall complete and submit Standard Form-LLL, “Disclosure of Lobby Activities,” in accordance with its instructions.

ACCESS TO RECORDS AND REPORTS. The Contractor shall maintain an acceptable cost accounting system. The Contractor agrees to provide the Sponsor, 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.

TERMINATION OF CONTRACT. The Sponsor may, by written notice, terminate this contract in whole or in part at any time, either for the Sponsor's convenience or because of failure to fulfill the contract obligations. Upon receipt of such notice, the Consultant shall immediately discontinue services, unless the notice directs otherwise and all materials accumulated in performing this contract, whether completed or in progress, shall be delivered to the Sponsor.

If the termination is for the convenience of the Sponsor, an equitable adjustment in the contract price shall be made, but no amount shall be allowed for anticipated profit on unperformed services. If the termination is due to failure to fulfill the consultant's obligations, the Sponsor may take over the work and prosecute the same to completion by contract or otherwise. In such case, the contractor shall be liable for the Sponsor's additional costs.

If, after notice of termination for failure to fulfill contract obligations, it is determined that the contractor had not so failed, the termination shall be deemed to have been for the convenience of the Sponsor. The rights and remedies of the Sponsor provided in this clause are in addition to any other rights and remedies provided by law or under this contract. (Reference: 49 CFR Part 18).

RIGHTS TO INVENTIONS. All rights to inventions and materials generated under this contract are subject to regulations issued by the FAA and the Sponsor of the Federal grant under which this contract is executed.

TRADE RESTRICTION CLAUSE. The contractor or subcontractor, by submission of an offer and/or execution of a contract, certifies that it:

a. is not owned or controlled by one or more citizens of a foreign country included in the list of countries that discriminate against U.S. firms published by the Office of the United States Trade Representative (USTR);

b. has not knowingly entered into any contract or subcontract for this project with a person that is a citizen or national of a foreign country on said list, or is owned or controlled directly or indirectly by one or more citizens or nationals of a foreign country on said list;

c. has not procured any product nor subcontracted for the supply of any product for use on the project that is produced in a foreign country on said list.

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 a contractor or subcontractor who is unable to certify to the above. If the contractor knowingly procures or subcontracts for the supply of any product or service of a foreign country on said list for use on the project, the Federal Aviation Administration may direct through the Sponsor cancellation of the contract at no cost to the Government.

Further, the contractor agrees that, if awarded a contract resulting from this solicitation, it will incorporate this provision for certification without modification in each contract and in all lower tier subcontracts. The contractor may rely on the certification of a prospective subcontractor unless it has knowledge that the certification is erroneous.

The contractor shall provide immediate written notice to the sponsor if the contractor learns that its certification or that of a subcontractor was erroneous when submitted or has become erroneous by reason of changed circumstances. The subcontractor agrees to provide written notice to the contractor if at any time it learns that its certification was erroneous by reason of changed circumstances.

This certification is a material representation of fact upon which reliance was placed when making the award. If it is later determined that the contractor or subcontractor knowingly rendered an erroneous certification, the Federal Aviation Administration may direct through the Sponsor cancellation of the contract or subcontract for default at no cost to the Government.

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.

This certification concerns a matter within the jurisdiction of an agency of the United States of America and the making of a false, fictitious, or fraudulent certification may render the maker subject to prosecution under Title 18, United States Code, Section 1001.

VETERAN’S PREFERENCE. In the employment of labor (except in executive, administrative, and supervisory positions), preference shall be given to Veterans of the Vietnam era and disabled veterans as defined in Section 515(c)(1) and (2) of the Airport and Airway Improvement Act of 1982. However, this preference shall apply only where the individuals are available and qualified to perform the work to which the employment relates..

BREACH OF CONTRACT TERMS. Any violation or breach of the terms of this contract on the part of the consultant or subcontractor may result in the suspension or termination of this contract or such other action which may be necessary to enforce the rights of the parties of this agreement. (Reference: 49 CFR Part 18).

IN TESTIMONY WHEREOF, the parties hereto have caused this contract to be executed by their duly authorized representatives on the date first written above.

CONSULTING FIRM

______________________________ ______________________________

ATTEST

______________________________

Title

AIRPORT SPONSOR

______________________________ ______________________________

ATTEST ______________________________

Title

EXHIBIT A

PRELIMINARY PHASE (Primary Consultant)

1. Direct Salary Costs

Direct Salary

Title Hours Rate/Hour Cost ($)

Principal

Project Engineer

Inspector

Surveyor

Technician

Draftsman

Others as appropriate

Total Direct Salary Costs $___________

2. Labor and General & Administrative Overhead

Percentage of Direct Salary Costs _______ % * $___________

3. Direct Nonsalary Expenses

Travel $__________

Per Diem $__________

Materials and Supplies $__________

Printing $__________

In-House Testing $__________

Other $__________

Total Expenses (Total Item 3) $___________

4. Subtotal of Items 1, 2, & 3 $___________

5. Fixed Fee: ____% of Item 4 $___________

6. Subcontract costs- Attach a separate breakout exhibit for each subconsultant. $___________

7. Lump Sum Amount - Total Items 4, 5 & 6 $___________

* For Item 2, the Primary 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.

(Not required for subconsultants)