Asphalt Overlays Concrete Repairs Asphalt Repairs Sidewalk and Curb Repairs Seal Coat Striping (972) 245-0000 Ft. Worth: 817-921-5642 Fax: 972-247-201 1 , 0 V) '" u 􀁾􀀠w 0 􀁾􀀠'" 0/5
"" Lf)z "" 􀁾􀀠1'>.0:::> ;::: U 􀁾􀀠::> vi'􀁾􀀠Ii:;'" 􀁾􀀠z Cl U 0 a Q':t"E' 81} -0" • a::: 􀁾􀁾􀁉􀁾􀁾􀁬􀀾􀀮􀁾􀁾􀀠tz 􀁾􀀠'< ;;,::Q􀁾􀀠.. -" '9" 􀁾􀀢'" 􀁾􀀠"41 •;?; <lJfa V'> 0 « 􀁾􀀠--..U
1'>.z;Z Lf)0 Ni7j V'l 􀁾􀀠w "" u..Q 0c:c a. '" VING COrMADVANCED PROFESSIONALS IN PAVING CONSTRUCTION & REPAIRS Professionals In Paving Construction & Repairs , 􀁾􀀠
o/).•eral.ce. . fleet of concrete miXertruck;s <56 .. you are -never put behind schedule waiting for concrete to be delivered. Whether your project calls for repair of existing asphalt,
Our state of the art asphalt recycling process is longer asphalt overlays, or total reconstruction, ADVANCED lasting and less expensive than troditional repair methods. PAVING COMPANY
will form a scope of work that best The process is fast, efficient, and allows for parking areas serves your needs. We use the highest quality materials, to be opened up very quickly.
ADVANCED PAVING equipment, and techniques available, so you may be COMPANY owns and operates a complete line ofthe most assured your end product will be exceptional. efficient recycling
equipment available. 
l2-9-03 ROBERT \'. LOPlL P.L Lxc('u[ i\ L Di:'''':Citlf CEMENT & CONCRETE PROMOTION COUNCIL a/TEXAS 􀁁􀁲􀁲􀁩􀁾􀁡􀁬􀁥􀀠PMllINj Ceme:1l AMOCIalm< \":1..' 􀀢􀀱􀀭􀀧􀀺􀀧􀀾􀀭􀁜􀀨􀀧􀁟􀀢􀀺􀀺􀀴􀀧􀁾􀀠,'I'-"Hi
al',:i i,\lili;:l:il, 1';, [\:\ 􀁜􀁉􀁾􀀭􀀢􀀮􀀮􀀮􀁪􀁾􀀭􀀭􀀺􀀺􀀺􀀬􀁱􀀠"\"'c,!" 􀁉􀀬􀀧􀁜􀀢􀁾􀀬􀀬􀁉􀁾􀀠ADVANCEDAPAVING COTM PROFESSIONALS IN PAVING CONSTRUCTION & REPAIRS Sam Garrett President
2257 Joe Field Road Dallas (9721 245-0000 Dallas. TX 75229 Ft. Worth (8171921-5642--. Toll Free 877-853-1333 Fax (9721 247-2011 sgarrett@advancedpavlngco.com 
Sign in Sheet Richard Byrd Drive Pre Construction Meeting 10-Nov-03 17 18 
REBCON,'NC. Richard Byrd Drive Pavement Replacement Addison Airport REBCON PERSONNEL Superintendent Luis Almendarez Mobile (972)965-9266 , Home (214)350-4080 Safety Officer DanBrodaski
Mobile (972)978-3750 Adruiuistrator . Robert Bibby Office (972)444-8230 SUBCONTRACTOR IStriping IMetroplex Pavement Markings I(972)263-7798 I SUPPLIERS Cement Treated Base Texas Industries
(972)409-3240 I Type D Asphalt Hydrated Lime APAC-Texas Texas Stabilization (972)248-2492 i I (817)430-6369 I 1868 W. NORTHWEST HWY. DALLAS. TEXAS 75220 972/444-8230 
I : I 􀁾i i 􀁾JARCHITECTS ENGINEERS PLANNERS .llIi/L'llll} WIN/hlll/I,oml October 24, 2003 Mr. Jim Pierce, P.E. Assistant Public Works Director Town of Addison P.O. Box 9010 Addison,
Texas 75001-9010 RE: Richard Byrd Apron. Dear Mr. Pierce, Enclosed please find our Invoice Number 01-39131-DS-001 for professional services in connection with the above referenced project
for the period from July 31, 2003 through September 26, 2003. The total amount due this invoice is $18,638.25. If any additional information is required for processing these invoices
for payment, please contact Jerry Holder at (972) 661-5626. Very Truly Yours, HNTB CORPORATION Benjamin J. Biller Vice President, Central Division Enclosure cc: Finance Department Jerry
Holder -Project Manager rh" /1\"'111 C"",j111 II i,'," 11111( I', Iii 'd'id(l\ \ \ \'.\.\1'''11' ',11> 111"1\ 'il \l ,"\. 1'\ !lIP)\ !;Ill '.I-1\ B",ro' \1\ '!lIHII"I"'." '1I.\1(LI',r",
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I : I􀁾i i =JARCHITECTS ENGINEERS PLANNERS October 24, 2003 Town of Addison P.O. Box 9010 Addison, Texas 75001-9010 In Account With: HNTB CORPORATION 5910 W. Plano Parkway, Suite 200
Plano, Texas 75093 REMITTANCE ADDRESS: P.O. BOX 802741· KANSAS CITY, MISSOURI 64180·2741 Invoice No. 01-39131-DS-ool Contract Maximum: $24,851.00 For professional services related to
the preparation of plans and specifications for bidding and construction of an asphalt apron south of the existing hangars located on Richard Byrd Drive per Agreement dated July 31,
2003. DS -001 $ 24,851.00 75.00% Complete 75.00% x $24,851.00 $ 18,638.25 Less Previously Invoiced: ________ $ 18,638.25 TOTAL AMOUNT DUE THIS INVOICE: $ 18,638.25 rbl! IlNTlJ COmp((Ilil';:

DATE SUBMITTED:____􀀮􀁾􀁟􀀠FOR COUNCil MEETING: Council Agenda Item: ___ SUMMARY: This item is for the award of contract to Rebcon, in the amount of $222,740.50, for the Richard Byrd
Drive Pavement Reconstruction Project. FINANCIAL IMPACT: Budgeted Amount: $400,750 Funding Source: Airport Operating Fund BACKGROUND: Washington-Staubach determined thaHhe pavement on
llichard Byrd Drive was severely deteriorated and in need of immediate reconstruction. Currently, there are several large fai lures in the pavement that are being temporarily covered
by metal plates for access and safety. The firm ofHNTB Corporation prepared engineering plans and specifications for construction of these improvements. The project was programmed by
the Addison Airport and will be funded from the operating fund account. Attached is a bid tabulation for this project. The bid proposal for construction was structured to provide an
incentive/disincentive method of bidding the improvements. Specifically, each bid submitted was required to to consist oftwo parts whereby: a. The Contractor submits a standard bid (A),
which is the summation ofthe products ofthe estimated quantities shown in the proposal, multiplied by their bid unit prices. b. In addition, the Contractor submits a time bid (B), which
is the product of the number of calendar days required to construct the project, determined by the Contractor, and Daily Value established by the Town. The Daily Value was established
in the contract at $250.00. The number of calendar days is intended to include inclement weather, holidays, etc. The lowest bid (Total) for award of the contract was determined as the
lowest sum ofthe standard bid (A) plus time bid (B). The contract establishes the actual contract amount for payment to the successful contractor to be the value indicated in the standard
bid (A). Also included in the bidding process was a provision whereby the Contractor is awarded in incentive payment jfconstruction is completed prior to the number ofcalendar days he
submitted. The total amount ofthe incentive is the product ofthe Daily Value ($250) and number of days the Contractor completes the project prior to the established contract time. Accordingly,
the contract provides for a disincentive amount to be established 
based on the product of the Daily Value ($250) and amount oftime that the Contractor exceeds the established contract time. The total incentive payment cannot exceed $5,000.00) However,
there is no limit to the amount of disincentive reduction from the Contractor's final payment that the Town will impose for going over the contract time limit Twenty-one contractors
picked up the plans for the project, but only three attended the mandatory pre-bid meeting, and only two bids were received. The two bids were within 7% of each other. Rebcon submitted
the lowest Total bid (A + B), in the amount of $237,740.50 and 60 calendar days. The actual amount ofthe standard bid (A) recommended for award is $222,740.50. This amount is within
the engineering estimate of$473,890.00. The Engineer performed a necessary reference check on Rebcon, and received excellent recommendations for work performed on similar construction
improvements. RECOMMENDATION: Staff recommends that Council authorize the City Manager to enter into a contract with Rebcon, for the Richard Byrd Drive Pavement Reconstruction Project,
in the amount of $222,740.00 
810 SCHEDULE I RICHARD BYRD DRIVE PAVEMENT REPLACEMENT -Inlet Protection TOTAL AMOUNf BID FOR 􀁾􀁉􀁁􀁔􀁅􀁒􀁉􀁁􀁌􀁓􀀠AND SERVICES, SCHEDULE I, ITEMS 101 THROUGH 112, INCLUSIvE $ $ 473.890.00
$ 222.740.50 $ 238.014.50 BID SCHEDULE SUMMARY RICHARD BYRD DRNE PAVEMENT REPLACEMENT ENGINEERS ESTh'vlATE 81D1 Bid 2 Bid Schedule & Description Total Amount Materials & Services Rebcon
Jim Bowman I. Pavement Replacement $473,890.00 $ 222.740.50 $ 238.014.50 TOTAL BID FOR SCHEDULE I 􀁾􀀠TOTAL OF STANDARD BID (A): $ $473,890.00 I$ 222.740.50 I I$ 238.014.50 I TOTAL OF
TIME BID: o (Calendar Days) 601 751 TOTAL OF CALENDAR DAYS X S250.00 (B): 150001 187501 BASIS FOR COMPARISON OF BIDS: (A) + (B) 􀁾􀀠TOTAL BID: $473.890.00 1$ 237.740.50 I I$ 256.764.50
I PF· 10f7 
Airport Parkway and Richard Byrd Drive Reconstruction Questions relating to the Specifications Document What is the Bid opening date and time? st 21nd adv 9/;1 f! I adv'6,Q& 9􀁾1.h Pre
bid? \0\ I Bid opening? \ I)lq 􀀧􀀭􀀧􀁾􀀧􀀢􀀠 What day and time will plans be available at the City for Pickup? 􀁾􀁜􀁾􀁾􀁖􀀧􀀠What dollar amount should be assigned to calendar days for
each project (for A+B 􀁜􀁾􀀠'tI" bidding)? \\\) What is the not-to exceed bonus amount for each project? What is the maximum alJowed number of calendar days for each project? ITP 􀁾􀁏􀀠􀁾􀀠􀁾􀁐􀀮􀁉􀀠
􀁾􀀠Will there be any ighting landscaping, pavers, etc. or will that be performed by others (In other words, do need to include the Landscaping spec. used on Arapaho Phase IT)? Ifall
we need is a sod spec, will COG item 2.15 be adequate? What material is SP # 37 intended to cover? (This SP seems too vague for contractor to follow.) I would recommend adding the words
"in the Contract Documents" to the end 􀁯􀁦􀁾􀁾􀀠/sP 53 states that no job trailer is needed, and that meetings can be held at the Town of V Addison Service Center. Since this is an
Airport project, would the City prefer to hold meetings at meeting facilities at the Airport? What is the estimate completion date (for the project sign)? I think we decided on 3 months,
Is the project funded by bonds (for the project sign)? 
__________________________ _ J DATE 7/3//0.3IATT£NTfONI􀁾􀁾􀁾􀀧􀀢􀀠R£.Public Works I Engineering 16801 Westgrove • P.O. Box 9010 Addison, Texas 75001 Telephone: 1972) 450-2871 • Fox:
1972) 450-2837 ! I JOB NO. J4.. r I!J(!) 1-t--POIrk., \CLU 71rh'/H-A f:. )hInt A 􀁾􀁉􀀠un <..J GENTLEMAN: WE ARE SENDING YOU p(Attached D Under separate cover via ______the following
items: D Shop Drawings D Copy of letter D Prints D Change order D Plans D Samples D Specifications D_________________________ COPtES DATE NO. THESE ARE TRANSMITTED as checked below:
D Sor approval D Approved as submitted D Resubmit ____ copies lor approval 1Ji(For your use D Approved as noted D Submit copies lor distribution D As requested D Returned for corrections
D Return corrected prints D For review and comment D D FOR BIDS DUE __________________ 1,,____ D PRINTS RETURNED AFTER LOAN TO US COPYTO ________________________________ SIGNED: 􀁾􀁊􀀭􀀢􀀧􀀭􀀢􀀠If
enclosures are not as noted, please notify 􀁾􀁾􀀠
AGREEMENT THIS AGREEMENT is made by and between HNTB Corporation, hereinafter called "ENGINEER", and the Town of Addison, Texas, hereinafter called "OWNER." WHEREAS, Owner desires Engineer
to perform certain work set forth in Section 2, Scope of Services. WHEREAS, the Engineer has expressed a willingness to perform said services, hereinafter referred to only as "services",
specified in said Scope of Services, and enumerated under Section 2 of this Agreement. NOW, THEREFORE, all parties agree as follows: SECTION 2. SCOPE OF SERVICES The following Basic
and Additional Services, when authorized in writing by a Notice-ToProceed, shall be performed by the Engineer in accordance with the Owner's requirements for design of the apron south
of the existing hangars located on Richard Byrd Drive. I. Project Defmition This project consists of the preparation of plans and specifications for bidding and construction of an asphalt
apron south of the existing hangars located on Richard Byrd Drive (the Project). Services will generally include fmal construction plans for the apron, grading, construction phasing,
striping; bid document originals; record drawings; and coordination with the Town of Addison, the Addison Airport, and applicable agencies. Geotechnical services will not be a part of
this contract. Geotechnical information will be provided by the Town of Addison. II. Detailed Scope of Basic Services A detailed scope of services for this project is as follows: A.
Final Design -Paving and Drainage I. Prepare final construction drawings. (Scale}" = 20' Horizontal and }" = 5' Vertical except as noted.) The following sheets shall be included: a.
Cover Sheet /Quantity Sheets b. General Notes c. Project Layout /Survey Control d. Construction Phasing e. Paving Plan f. Paving Details /Striping Plans /Typical Sections 
g. Grading Plan I Erosion Control Plan h. Misc. Detail 2. Prepare Contract Documents 3. Prepare Estimate ofFinal Construction Cost 4. Submit four (4) sets of plans for review to the
Owner for 65% review, and 95% review. Incorporate Owner's review comments into plans after each submittsl. B. Bidding and Contract Award 1. Prepare Advertisement for Bidders. 2. Provide
15 half-size sets ofplans and bid documents. 3. Conduct pre-bid meeting. 4. Prepare necessary addenda and respond to bidder's questions. 5. Prepare bid tabulation. 6. Recommend a bidder
for the award of the construction contract after performing reference checks. C. Construction Administration 1. Provide three (3) half-size sets ofplans and specifications for Owner.
2. Provide three (3) half-size sets of plans and specifications for Contractor. 3. Conduct pre-construction meeting. 4. Respond to Requests for Information. 5. Review submittals, as
required by the contract documents. 6. Attend final inspection and prepare punch list. 7. Prepare mylar mylar record drawings and electronic files. III. Detailed Scope of Additional
Services 2 
A. Surveying 1. Locate Bore holes 2. Topographic Survey SECTION 3. PAYMENT Owner shall pay Engineer for services authorized in writing as properly perfonned by Engineer on the basis
herein described, subject to additions or deletions for changes or extras agreed upon in writing. Basis ofCompensation Owner shall make payment monthly to Engineer based upon statements
submitted by the Engineer for work perfonned. Compensation for perfonning Basic and Additional Services shall be as shown in Exhibit "A" on a Lump Sum amount of $24,851.00. The total
contract amount shall not exceed $24,851.00 unless amended by both parties. SECTION 4. RESPONSIBILITIES Engineer shall be responsible for the professional quality, technical accuracy,
and the coordination of the design, drawings, plans, specifications, estimates, and other services furnished by Engineer under this Agreement. Engineer shaH, without additional compensation,
correct or review any errors or deficiencies that are attributable to the Engineer in such design, drawings, plans, specifications, estimates, and other services. Neither Owner's review,
approval or acceptance of, nor payment for, any of the services required under this Agreement shaH be construed to operate as a waiver of any rights under this Agreement or of any cause
of action arising out of the perfonnance of this Agreement, and Engineer shaH be and remain liable to Owner in accordance with applicable law for all damages to Owner caused by Engineer's
negligent perfonnance of any of the services furnished under this Agreement. The rights and remedies of Owner and Engineer under this Agreement are as provided by law. Engineer shall
not be responsible for construction means, methods, techniques, sequences, procedures, or safety precautions and programs in connection with the Project. SECTION 5. TIME FOR PERFORMANCE
Engineer shall perfonn an services as provided for under this Agreement in a proper, efficient and professional manner in accordance with the tenns of this Agreement. The services to
complete construction documents shall be completed within 3 months of Notice-to-Proceed. In the event Engineer's perfonnance of this Agreement is delayed or interfered with by acts of
the Owner or others, Engineer may request an extension of time for the perfonnance of same as hereinafter provided. If such delay is in excess of 60 days on any one occurrence or a cumulative
delay of over 180 days, Engineer shan have the right to renegotiate the remainder of this contract. A delay shall be defined as any event caused 3 
by others that substantially inhibits the Engineer from proceeding with its services on the project. This shall include, but is not limited to, Owner reviews, right-of-way negotiations
and awaiting critical information to be supplied by Town or franchised utility companies. No allowance of any extension of time, for any cause whatever, shall be c;laimed or made by
the Engineer, unless Engineer shall have made written request upon Owner for such extension within 14 calendar days after the cause for such extension occurred, and unless Owner and
Engineer have agreed in writing upon the allowance of additional time to be made. Provided, however, Engineer shall not be considered in default hereunder in delays are caused by reasons
beyond its reasonable control. SECTION 6. DOCUMENTS All instruments of service (including plans, specifications, drawings, reports, designs, computations, computer files, estimates,
surveys, other data or work items, etc.) prepared under this Agreement shall be submitted for approval of the Owner. All completed instruments of service shall be professionally sealed
as may be required by law or by Owner. Such instruments of service, together with necessary supporting documents, shall be delivered to Owner, and Owner shall have unlimited rights,
for the benefit of Owner, in all instruments of service, including the right to use same on any other work of Owner without additional cost to Q\vner. If, in the event, Owner uses such
instruments of service on any work of Owner other than that intended in the Scope of Services, defined in Section 2, under those circumstances Owner hereby agrees to protect, defend,
indemnify and hold harmless the Engineer, their officers, agents, servants and employees (hereinafter individually and collectively referred to as "Indemnities"), from and against suits,
actions, claims, losses, liability or damage of any character, and from and against costs and expenses, including, in part, attorney fees incidental to the defense of such suits, actions,
claims, losses, damages or liability on account ofinjury, disease, sickness, including death, to any person or damage to property including, in part, the loss of use resulting therefrom,
arising from any inaccuracy, such use of such instruments of service with respect to such other work except where Engineer is hired to modify such instrument for such other work. Engineer
agrees to and does hereby grant to Owner a royaJty-free license to such instruments of service which Engineer may cover by copyright and to designs as to which Engineer may cover by
copyright and to designs as to which Engineer may assert any rights or establish any claim under the design patent or copyright laws. Engineer, after completion of the services, agrees
to furnish the originals of such instruments of service to the Owner. Engineer may, however, retain copies ofany and all documents produced. The license granted herein by Engineer shall
survive tennination of this Agreement for any reason. SECTION 7. TERMINATION Owner may suspend or tenninate this this Agreement for cause or without cause at any time by giving five
(5) days written notice to the Engineer. In the event tennination is for cause however, such shall be in accordance with section 14 hereof. In the event 4 
suspension or termination is without cause, payment to Engineer, in accordance with the terms of this Agreement, will be made on the basis of services reasonably determined by Owner
to be satisfactorily performed to date of suspension or termination. Such payment will be due upon delivery of all instrrnnents ofservice to OViller. Should the Owner require a material
modification of this Agreement, and in the event Owner and Engineer fail to agree upon such modification to this Agreement, Owner shall have the option of terminating this Agreement
and the Engineer's services hereunder at no additional cost other than the payment to Engineer, in accordance with the terms of this Agreement, for the services reasonably determined
by Owner to be properly performed by the Engineer prior to such termination date. Engineer may terminate this Agreement upon written notice to Owner in the event of substantial failure
by the Owner to perform in accordance with the terms of this Agreement. Owner shall have 14 calendar days from the receipt of the termination notice to cure or to submit a plan for cure
acceptable to the Engineer. In the event the parties cannot agree upon an acceptable cure within a reasonable period of time from the date of notice, Engineer may terminate this Agreement.
SECTION 8. INSURANCE Engineer shall provide and maintain Worker's Compensation and Employer's Liability Insurance for the protection of Engineer's employees, as required by law. Engineer
shall also provide and maintain in full force and effect during the term of this Agreement, insurance (including insurance covering the operation of automobiles, trucks and other vehicles)
protecting Engineer and Owner against liability from damages because of injuries, including death, suffered by any person or persons other than employees of Engineer, and liability for
damages to property, arising from or growing out ofEngineer's operations in counection with the performance of this Agreement. Such insurance covering personal and bodily injuries or
death shall be in the sum of not less than Two Hundred Fifty Thousand Dollars (8250,000.00) for one (1) person, and not less than Three Hundred Thousand Dollars ($300,000.00) for anyone
(1) occurrence. Insurance covering damages to property shall be in the sum of not less Three Hundred Thousand Dollars ($300,000.00) aggregate. Engineer shall also provide and maintain
Professional Liability Insurance coverage to protect Engineer from liability arising out of the performance of professional services under this Agreement. Such coverage shall be in the
sum of not less than 81,000,000.00. A signed Certificate of Insurance, showing compJiance with the requirements of this Section, shall be furnished to Owner before any services are performed
under this Agreement. Such Certificate of Insurance shall provide for ten (lO) days written notice to Owner prior to the cancellation or modification of any insurance referred to therein.
Such Certificates shall terminate after completion of the project. Owner shall be named as an "additional insured" party on all insurance policies, except for Worker's Compensation and
Professional Liability policies. 5 
SECTION 9. INDEMNIFICATION FOR INJURY AND PERFORMANCE Engineer further specifically obligates itself to Owner in the following respects, to wit: The Engineer hereby agrees to protect,
indemnify and hold harmless the Owner, their officers, agents, servants and employees (hereinafter individually and collectively referred to as "Indemnities"), from and against losses,
liability or damage of any character, including defense costs, expenses and reasonable attorney fees incidental to the defense of such losses, damages or liability on account of injury,
disease, sickness, including death, to any person or damage to property including the loss of use resulting therefrom, caused by any negligent act, error, or omission of the Engineer,
its officers, employees, or subcontractors, or anyone else for whom Engineer is legally liable which are resulting from or caused by the performance of any services called for by this
Agreement. In the event the parties are found to be jointly or derivatively negligent or liable for for such damage or injury, the indemnification shall be assessed on a proportionate
basis in accordance with the final judgment, after all appeals are exhausted, determining such joint or derivative negligence or liability. The Engineer is not responsible for the actions
of the Owner's contractor or any other party contracting with Owner to perform the construction of the improvements covered under this Agreement. Acceptance and approval of the final
plans by the Owner shall not constitute nor be deemed a release of the responsibility and liability ofEngineer, its employees, associates, agents and subconsultallts for the accuracy
or competency of their designs, working drawings and specifications, or other documents and services provided by Engineer hereunder; nor shall such approval be deemed to be an assumption
of such responsibility by the Owner for any defect in the designs, working drawings and specifications, or other documents and services provided by Engineer hereunder; or other documents
prepared by Engineer, its employees, and subconsultants. SECTION 10. INDEMNIFICATION FOR UNEMPLOYMENT COMPENSATION Engineer agrees that it is an independent contractor and not an agent
of the Owner, and that Engineer is subject, as an employer, to all applicable Unemployment Compensation Statutes, so as to relieve Owner of any responsibility or liability from treating
Engineer's employees as employees of Owner for the purpose of keeping records, making reports or payments of Unemployment Compensation taxes or contributions. Engineer further agrees
to indemnify and hold Owner harmless and reimburse it for any expenses or liability incurred under said Statutes in connection with employees of Engineer. SECTION 11. INDEMNIFICATION
FOR NON-PAYMENT To the extent Owner has paid Engineer in full hereunder for same, Engineer shall defend and indemnify Owner against and hold Owner and the premises harmless from any
and all claims, suits or liens based upon or alleged to be based upon the non-payment of labor, tools, materials, equipment, supplies, transportation and management costs incurred by
Engineer in performing this Agreement. 6 
SECTION 12. ASSIGNMENT Neither party shall assign or sublet this Agreement or any part thereof, without the prior written consent of the other party. SECTION 13. APPLICABLE LAWS Engineer
shall comply with all federal, state, county and municipal laws, ordinances, regulations, safety orders, resolutions and building codes applicable to services to be performed under this
Agreement. SECTION 14. DEFAULT OF ENGINEER In the event Engineer fails to comply or is unable to comply with the provisions of this Agreement as to the quality or character of the service
or time of performance, and the failure is not corrected within fourteen (14) days after written notice by Owner to Engineer, Owner may, at its sole discretion without prejudice to any
other right or remedy: • Terminate this Agreement and be relieved of the payment of any further consideration to Engineer except for all services determined by Owner to be satisfactorily
completed prior to termination. Payment for work satisfactorily completed shall be for percentage of completion by Engineer through such date oftermination. In the event of, of such
termination, Owner may proceed to complete the services in any manner deemed proper by Owner, either by the use of its own forces or by resubietting to others. In either event, the Engineer
shall be liable for all reasonable, umnitigatable costs in excess of the total contract price under this Agreement incurred to complete the services herein provided for and the costs
so incurred may be due or that may thereafter become due to Engineer under and by virtue ofthis Agreement. • Owner may, without terminating this Agreement or taking over the services,
furnish the necessary materials, equipment, supplies and/or help necessary to remedy the situation. The reasonable expense for same may be offset against amounts due the Engineer. In
such case, Engineer shall not be liable with respect to indemnity or otherwise for any such services performed, arranged, or furnished by Owner. Engineer shall not be considered in default
of this Agreement for delays in performance caused by acts of the Owner or other circumstances beyond the reasonable control of the Engineer. SECTION 15. ADJUSTMENTS IN SERVICES No claims
for extra services, additional services or change in the services will be made by Engineerwithout a written agreement with Owner prior to the performance of such services. SECTION 16. EXECUTION BECOMES EFFECTIVE This Agreement will be effective upon execution by and between
Engineer and Owner. 7 
SECTION 16-A. VENUE LOCATION In the event of any dispute or action under this Contract, venue for any and all disputes or actions shall be instituted and maintained in Dallas County,
Texas. The parties agree that the laws ofthe State ofTexas shall apply to the interpretation, validity and enforcement ofthis Contract; and, with respect to any conflict oflaw provisions,
the parties agree that such conflict oflaw provisions shall not affect the application ofthe law of Texas (without reference to its conflict oflaw provisions) to the interpretation,
validity and enforcement ofthis Agreement. SECTION 17. AGREEMENT AMENDMENTS This Agreement contains the entire understanding of the parties with respect to the subject matter hereof
and there are no oral understandings, statements, or stipulation bearing upon the meaning or effect of this Agreement, which have not been incorporated herein. This Agreement may only
be modified, amended, supplemented or waived by a written instrument executed by the parties except as may be otherwise provided therein. SECTION 18. WRITTEN NOTICES All notices, demands
and communications hereunder shall be in writing and may be served or delivered personally upon the party for whom intended, or mailed to the party to whom intended at the address set
forth on the signature page of this Agreement. The address of a party may be changed by notice given pursuant to this Section. SECTION 19. GENDER AND NUMBER The use of any gender in
this Agreement shall be applicable to all genders, and the use of singular numbers shall include the plural conversely. 8 
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this the 31 ...t-day of J u 1'j ,2003. OWNER: ENGINEER: TOWN OF ADDISON, TEXAS HNTB CORPORATION Ron Whitehead,
City Manager By 5300 BeItline Road Vice President, Centr ivision P.O. Box 9010 5910 Plano Parkway, Suite 200 Addison, Texas 75001-9010 Plano, Texas 75093 Witness: "J 􀁾fA-tLL . fhnttdW
9 
EXHIBIT A ESTIMATE OF CONSULTANrS FEE SUMMARY SHEET Robert Byrd Drive -Hangar Pavement Replacement Project Design Draftingl Prlnd al Mana er EnciT'!eer Technical Clerical 556<00 : $47.00
535<00 $2MO S16W LABOR HOURS BY PHASE Project DesignP< • I ,Manager E Clericalnnoes ........!'!9Ineer e Preliminary Design Final Design Bidding 4 4 2 191 221 151 35 35 15 27 181 41 Total
Hours 10 56 85 49 9 Subtotal-BaSic Services $ 1,674 $ 7,870 $ 8,895 S 4,102 S 431 TOTAL PAYROLL COSTS 522,972 TOTAL MISC< EXPENSES $750 SUBCONTRACT SERVICES $1,0261.11Service Charges
[===3]Carrying Charge 1 Tolal Subcontract Services $1,129 TOTAL BASIC SERVICES CONTRACT COSTS $24,851 ADDITIONAL SERVICES Resident 􀁉􀁮􀁓􀁰􀁥􀁤􀁩􀁯􀁮􀀺􀁾____􀁾􀀠Testing'!.<.____ Total
Add'rtional SelVl""s $0 TOTAL ENGINEERING COST $24,851 1 
ESTIMATE OF CONSULTANT'S FEE LABOR Anticipated Task Principal Coordinate Surveys Administration Specifications Meetings Calculations Opinion of Probable Cost Drawings (from attachment)
Plan Review 1 0 2 Estimated Hours 4 MISCELLANEOUS COSTS Reproduction $125.00 I Travel Total Miscellaneous Costs $125.00 SUBCONTRACT SERVICES Surveying Services 1,325.00 I Total Subcontract
Services $1,325.00 TOTAL COSTS THIS PHASE $10,808.70 Project Manager 4 4 2 2 7 19 PRELIMINARY DESIGN PHASE Estimated Person Hours Design Engineer 4 4 2 2 2 20 35 Drafting! Technical
Clerical 4 2 2 19 2 0 27 2 
ESTIMATE OF CONSULTANrS FEE FINAL DESIGN PHASE Estimated Person Hours LABOR Project Design Drafting! Anticipated Task Principal Manager Engineer Technical Clerical Contract Documents
Technical Specifications Administration Meetings Calculations Opinion of Probable Cost Reviews (QA/QC) Drawings (from attachment) Estimated Hours MISCELLANEOUS COSTS Reproduction Travel
Per Diem Total Miscellaneous Costs SUBCONTRACT SERVICES Total Subcontract Services TOTAL COSTS THIS PHASE 4 2 1 2 0 2 2 2 4 6 2 8 4 2 2 2 2 16 4 14 o 4 22 35 18 4 􀁾􀀠$250.00 $0.00 $9,372.49

ESTIMATE OF CONSULTANT'S FEE LABOR Anlicioaled Task Prepare Documents Assist wi Advertisement Prebld Conference Issue Addenda Bid Opening Tabulate Bk:Is Prepare contracts Administration
Estimated Hours MISCELLANEOUS COSTS Reproduction Travel Per Diem Tolal Miscellaneous Costs SUCONTRACT SERVICES Total SUbcontract Services TOTAL COSTS THIS PHASE BIDDING PHASE Estimated
Person Hours Project Design Draftlngl Principal Manager Engineer Technical Clerical 2 4 2 2 2 2 4 1 1 2 2 4 2 2 2 2 15 15 4 3 $375.00 $375.00 I $0.00 $4,1ltl5.9B 
ESTIMATE OF CONSULTANT'S FEE PRELIMINARY DESIGN DRAWINGS LABOR Drawiru: Poncinal Estimated Person Hours Project Oes;gn Drafting! Manaoer Enoln..r Technical Clerical CoverSheal General
Notes /Quantities staging AreaJPhasing Plan 1 2 2 1 1 2 2 2 I I Removal Plans 2 2 Hangar -Horizontal Control/Marking Plan 4 2 Hangar -Grading! SW3P Plan 1 4 2 Typical Sections Pavement
Details Marking Details Misc. Details Total I 􀁭􀁭􀁭􀁭􀁭􀁾􀁾􀁾􀀧􀁏􀁏􀀠I $47.00 I $35.00 I $28.00 I $16.00 I $0.00 $9l!7.49 $2,101.05 $1,596.80 $0.00 TOTAL COSTS THIS PHASE $4,685.$4
0 2 7 2 2 2 2 1 2 1 2 20 19 0 􀁅􀁓􀁔􀁉􀁍􀁁􀁔􀁾􀀠OF CONSULTANT'S FEE LABOR Drawinc Principal Cover Sheet General Notes I Quantities Staging Area/Phasing Plan Removal f'tans Hangar -Horizontal
Control/Marking Plan Hangar -Grading! SW3P Plan Project Manager 1 2 FINAL DESIGN DRAWINGS Estimated Person Hours Design Engineer 1 4 1 2 2 2 Drafting! Technical Clerical 1 2 1 2 1 1
Typical Sections 2 2 Pavement Detalls 1 Marking Details 1 Mise. Details 2 Total 0 6 16 14 0 I $68.00 I $47.00 I $35.00 I $28.00 I 516.00 I $0.00 5$46.42 .1,680.84 $1,176.59 $0.00 TOTAL
COSTS THIS PHASE $3,703.85 I 
A.R.S. ENGINEERS SURVEY COST ESTIMATE Project; Design Survoys for Addison AJrport In the City of Addison. Texas ARS Project No. 160.02-046 [Task 2) [Revised July 2, 2003} TASK SRSVY
SVY TECH 2 MAN 3 MAN CREW 4 MAN ADMIN TOTAL CONTRACT COST $ $1,025.70 
__________________________ _ O"[1l 'iJ''iJ' rn 􀁾􀀠@[? 'iJ' 􀁾& 􀁾􀁾uw 0 L 'i]'& [L IDATE Zh( II};) IJDBND ATTENT/ON 􀁾􀀠I Public Works I Engineering ! RE: 16801 Wesfg,ove' P.O. Box
9010 Addison, Texa, 7500] Telephone: (972) 450·2871 • Fox: 19721 450·2837 tJ GENTLEMAN: WE ARE SENDING YOU 􀁾􀁁􀁴􀁴􀁡􀁣􀁨􀁥􀁤􀀠o Under separate cover via ________ the following Items:
o Shop Drawings o Copy at letter o Prints o Change order o Plans 0 Samples 0 Specifications 0 _________________________ COPIES DATE NO. THESE ARE TRANSMITTED as checked below: o For
approval 0 Approved as submitted o Resubmit ____ copies tor approval jJtFor your use 0 Approved as noted o Submit copies for distribution o As requested 0 Returned tor corrections o
Return corrected prints For review and comment 0 o FOR BIDS DUE __________ 19,___ o PRINTS RETURNED AFTER LOAN TO US REMARKS __􀁾􀁃􀁾􀀮􀁾􀁾􀁾􀁰􀀽􀁺􀁾􀁾􀁾􀁾􀁾􀁾􀁾􀁾􀀧􀁾􀁾􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭
􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭COPYTO __________________________ SIGNED: --If?iL=C::::t:::.:'--U:::::'::::::=::::=''--------------
AGREEMENT THIS AGREEMENT is made by and between HNTB Corporation, hereinafter called "ENGINEER", and the Tov,'Il of Addison, Texas, hereinafter called "OWNER." WHEREAS, Owner desires
Engineer to perform certain work set forth in Section 2, Scope of Services. WHEREAS, the Engineer has expressed a willingness to perfonn said services, hereinafter referred to only as
"services", specified in said Scope of Services, and enumerated under Section 2 ofthis Agreement. NOW, TIIEREFORE, all parties agree as follows: SECTION 2. SCOPE OF SERVICES The following
Basic and Additional Services, when authorized in writing by a Notice-ToProceed, shall be performed by the Engineer in accordance with the Ov,'Iler's requirements for design of the apron
south of the existing hangars located on Richard Byrd Drive. I. Project Deflnition This proj ect consists of the preparation of plans and specifications for bidding and construction
of an asphalt apron south of the existing hangars located on Richard Byrd Drive (the Project). Services will generally include :final construction plans for the apron, grading, construction
phasing, striping; bid document originals; record drawings; and coordination with the Town of Addison, the Addison Airport, and applicable agencies. Geotechnical services will not be
a part of this contract. Geotechnical information will be provided by the Town of Addison. II. Detailed Scope of Basic Services A detailed scope ofservices for this project is as follows:
A. Final Design -Paving and Drainage 1. Prepare fmal construction drawings. (Scale 1" =20' Horizontal and 1" = 5' Vertical except as noted.) The following sheets shall be included: a.
Cover Sheet /Quantity Sheets b. General Notes c. Project Layout /Survey Control d. Construction Phasing e. Paving Plan f. Paving Details /Striping Plans /Typical Sections 1 
g. Grading Plan I Erosion Control Plan h. Misc .. Detail 2. Prepare Contract Documents 3. Prepare Estimate of Final Construction Cost 4. Submit four (4) sets of plans for review to the
Owner for 65% review, and 95% review. Incorporate Owner's review comments into plans after each submittal. B. Bidding and Contract Award 1. Prepare Advertisement for Bidders. 2. Provide
15 half-size sets ofplans and bid documents. 3. Conduct pre-bid meeting. 4. Prepare necessary addenda and respond to bidder's questions. 5. Prepare bid tabulation. 6. Recommend a bidder
for the award of the construction contract after performing reference checks. C. Construction Administration 1. Provide three (3) half-size sets ofplans and specifications for Owner.
2. Provide three (3) half-size sets of plans and specifications for Contractor. 3. Conduct pre-construction meeting. 4. Respond to Requests for Infonnation. 5. Review submittals, as
required by the contract documents. 6. Attend final inspection and prepare punch list. 7. Prepare mylar record drawings and electronic files. m. Detailed Scope of Additional Services
2 
A. Surveying I. Locate Bore holes 2. Topographic Survey SECTION 3. PAYMENT Owner shall pay Engineer for services authorized in writing as properly performed by Engineer on the basis
herein described, subject to additions or deletions for changes or extras agreed upon in writing. Basis ofCompensation Owner shall make payment monthly to Engineer based upon statements
submitted by the Engineer for work perfonned. Compensation for performing Basic and Additional Services shall be as shown in Exhibit "A" on a Lump Sum amount of $24,85 1.00. The total
contract amount shall not exceed $24,851.00 unless amended by both parties. SECTION 4. RESPONSIBILITIES Engineer shall be responsible for the professional quality, technical accuracy,
and the coordination of the design, drawings, plans, specifications, estimates, and other services furnished by Engineer under this Agreement. Engineer shall, without additional compensation,
correct or review any errors or deficiencies that are attributable to the Engineer in such design, drawings, plans, specifications, estimates, and other services. Neither Owner's review,
approval or acceptance of, nor payment for, any of the services required under this Agreement shall be construed to operate as a waiver of any rights under this Agreement or of any cause
of action arising out of the performance of this Agreement, and Engineer shall be and remain liable to Owner in accordance with applicable law for all damages to Owner caused by Engineer's
negligent perfonnance of any ofthe services furnished under this Agreement. The rights and remedies of Owner and Engineer under this Agreement are as provided by law. Engineer shall
not be responsible for construction means, methods, techniques, sequences, procedures, or safety precautions and programs in connection with the Project. SECTION 5. TUdE FOR PERFORMANCE
Engineer shall perform aU services as provided for under this Agreement in a proper, efficient and professional manner in accordance with the terms of this Agreement. The services to
complete construction documents shall be completed within 3 months of Notice-to-Proceed. In the event Engineer's performance of this Agreement is delayed or interfered with by acts of
the Owner or others, Engineer may request an extension of time for the performance of same as hereinafter provided. If such delay is in excess of60 days on any one occurrence or a cumulative
delay of over 180 days, Engineer shall have the right to renegotiate the remainder of this contract. A delay shall be defined as any event caused 3 
by others that substantially inhibits the Engineer from proceeding with its services on the project. This shall include, but is not limited to, Owner reviews, right-of-way negotiations
and awaiting critical information to be supplied by Town or franchised utility companies. No allowance of any extension of time, for any cause whatever, shall be <;laimed or made by
the Engineer, unless Engineer shall have made written request upon Owner for such extension within 14 calendar days after the cause for such extension occurred, and unless Owner and
Engineer have agreed in writing upon the allowance of additional time to be made. Provided, however, Engineer shall not be considered in default hereunder in delays are caused by reasons
beyond its reasonable control. SECTION 6. DOCUMENTS All instruments of service (including plans, specifications, drawings, reports, designs, computations, computer files, estimates,
surveys, other data or work items, etc.) prepared under this Agreement shall be submitted for approval of the Owner. All completed instrmnents of service shall be professionally sealed
as may be required by law or by Owner. Such instrmnents of service, together with necessary supporting documents, shall be delivered to Owner, and Owner shall have unlimited rights,
for the benefit of Owner, in all instrmnents of service, including the right to use same on any other work of Owner vl'ithout additional cost to Owner. If, in the event, Owner uses such
instrmnents of service on any work of Owner other than that intended in the Scope of Services, defined in Section 2, under those circumstances Owner hereby agrees to protect, defend,
indemnify and hold harmless the Engineer, their officers, agents, servants and employees (hereinafter individually and collectively referred to as uIndenmitiesU), from and against suits,
actions, claims, losses, liability or damage of any character, and from and against costs and expenses, including, in part, attorney fees incidental to the defense of such suits, actions,
claims, losses, damages or liability on account of injury, disease, sickness, including death, to any person or damage to property including, in part, the loss of use resulting therefrom,
arising from any inaccuracy, such use of such instrmnents of service with respect to such other work except where Engineer is hired to modify such instrument for such other work. Engineer
agrees to and does hereby grant to Owner a royalty-free license to such instrmnents ofservice which Engineer may cover by copyright and to designs as to which Engineer may cover by copyright
and to designs as to which Engineer may assert any rights or establish any claim under the design patent or copyright laws. Engineer, after completion of the services, agrees to furnish
the originals of such instrmnents of service to the Owner. Engineer may, however, retain copies of any and all documents produced. The license granted herein I:lY Engineer shall survive
termination of this Agreement for any reason. SECTION 7. TERMINATION ()v;lIler may suspend or terminate this Agreement for cause or without cause at any time by giving five (5) days
written notice to the Engineer. In the event termination is for cause however, such shall be in accordance with section 14 hereof. In the event 4 
suspension or termination is without cause, payment to Engineer, in accordance with the terms of this Agreement, will be made on the basis of services reasonably determined by Owner
to be satisfactorily performed to date ofsuspension or termination. Such payment will be due upon delivery of all instruments of service to Owner. Should the Owner require a material
modification of this Agreement, and in the event Owner and Engineer fail to agree upon such modification to this Agreement, Owner shall have the option of terminating this Agreement
and the Engineer's services hereunder at no additional cost other than the payment to Engineer, in accordance with the terms of this Agreement, for the services reasonably determined
by Owner to be properly performed by the Engineer prior to such termination date. Engineer may terminate this Agreement upon written notice to Owner in the event of substantial failure
by the Owner to perform in accordance with the terms of this Agreement. Owner shall have 14 calendar days from the receipt of the termination notice to cure or to submit a plan for cure
acceptable to the Engineer. In the event the parties cannot agree upon an acceptable cure within a reasonable period of time from the date of notice, Engineer may terminate this Agreement.
SECTION 8. INSURANCE Engineer shall provide and maintain Worker's Compensation and Employer's Liability Insurance for the protection ofEngineer's employees, as required by law. Engineer
shall . also provide and maintain in full force and effect during the term of this Agreement, insurance (including insurance covering the operation of automobiles, tracks and other vehicles)
protecting Engineer and Ov.'Iler against liability from damages because of injuries, including death, suffered by any person or persons other than employees of Engineer, and liability
for damages to property, arising from or growing out of Engineer's operations in connection with the performance of this Agreement. Such insurance covering personal and bodily injuries
or death shall be in the sum of not less than Two Hundred Fifty Thousand Dollars ($250,000.00) for one (1) person, and not less than Three Hundred Thousand Dollars ($300,000.00) for
anyone (1) occurrence. Insurance covering damages to property shall be in the sum of not less Three Hundred Thousand Dollars ($300,000.00) aggregate. Engineer shall also provide and
maintain Professional Liability Insurance coverage to protect Engineer from liability arising out of the performance of professional services under this Agreement. Such coverage shall
be in the sum ofnot less than $1,000,000.00. A signed Certificate of Insurance, showing compliance with the requirements of this Section, shall be furoished to Owner before any services
are performed under this Agreement. Such Certificate of Insurance shall provide for ten (10) days written notice to Owner prior to the cancellation or modification of any insurance referred
to therein, Such Certificates shall terminate after completion ofthe project. Owner shall be named as an "additional insured" party on all insurance policies, except for Worker's Compensation
and Professional Liability policies. 5 
SECTION 9. INDEMNIFICATION FOR INJURY AND PERFORMANCE Engineer further specifically obligates itself to Owner in the follov,'ing respects, to wit: The Engineer hereby agrees to protect,
indemnify and hold hannless the Owner, their officers, agents, servants and employees (hereinafter individually and collectively referred to as "Indemnities"), from and against losses,
liability or damage of any character, including defense costs, expenses and reasonable attomey fees incidental to the defense of such losses, damages or liability on account of injury,
disease, sickness, including death, to any person or damage to property including the loss of use resulting therefrom, caused by any negligent act, error, or omission of the Engineer,
its officers, employees, or subcontractors, or anyone else for whom Engineer is legally liable which are resulting from or caused by the perfonnance of any services called for by this
Agreement. In the event the parties are found to be jointly or derivatively negligent or liable for such damage or injury, the indemnification shall be assessed on a proportionate basis
in accordance with the final judgment, after all appeals are exhausted, detennining such joint or derivative negligence or liability. The Engineer is not responsible for the actions
of the Owner's contractor or any other party contracting with Owner to perfonn the construction of the improvements covered under this Agreement. Acceptance and approval of the final
plans by the Owner shall not constitute nor be deemed a release of the responsibility and liability of Engineer, its employees, associates, agents and subconsultants for the accuracy
or competency of their designs, working drawings and specifications, or other documents and services provided by Engineer hereunder; nor shall such approval be deemed to be an assumption
of such responsibility by the Owner for any defect in the designs, working drawings and specifications, or other documents and services provided by Engineer hereunder; or other documents
prepared by Engineer, its employees, and subconsultants. SECTION 10. INDEMNIFICATION FOR UNEMPLOYMENT COMPENSATION Engineer agrees that it is an independent contractor and not an agent
of the Owner, and that Engineer is subject, as an employer, to all applicable Unemployment Compensation Statutes, so as to relieve Owner of any responsibility or liability from treating
Engineer's employees as employees of Owner for the purpose of keeping records, making reports or payments of Unemployment Compensation taxes or contributions. Engineer further agrees
to indemnify and hold Owner hannless and reimburse it for any expenses or liability incurred under said Statutes in connection with employees ofEngineer. SECTION 11. INDEMNIFICATION
FOR NON-PAYMENT To the extent Owner has paid Engineer in full hereunder for same, Engineer shall defend and indemnify Owner against and hold Owner and the premises hannless from any
and all claims, suits or liens based upon or alleged to be based upon the non-payment of labor, tools, materials, equipment, supplies, transportation and management costs incurred by
Engineer in performing this Agreement. 6 
SECTION 12. ASSIGNMENT Neither party shall assign or sublet this Agreement or any part thereof, without the prior written consent ofthe other party. SECTION 13. APPLICABLE LAWS Engineer
shall comply with all federal, state, county and municipal laws, ordinances, regulations, safety orders, resolutions and building codes applicable to services to be performed under this
Agreement. SECTION 14. DEFAULT OF ENGINEER In the event Engineer fails to comply or is unable to comply with the provisions of this Agreement as to the quality or character of the service
or time of performance, and the failure is not corrected within fourteen (14) days after written notice by Owner to Engineer, Owner may, at its sole discretion without prejudice to any
other right or remedy: • Terminate this Agreement and be relieved of the payment of any further consideration to Engineer except for all services determined by Owner to be satisfactorily
completed prior to termination. Payment for work satisfactorily completed shall be for percentage of completion by Engineer through such date of termination. In the event of, of such
termination, Owner may proceed to complete the services in any manner deemed proper by Owner, either by the use of its own forces or by resubletting to ot.l-jers. In either event, t.l-je
Engineer shall be liable for all reasonable, unmitigatable costs in excess of the total contract price under this Agreement incurred to complete the services herein provided for and
the costs so incurred may be due or that may thereafter become due to Engineer under and by virtue ofthis Agreement. • Owner may, without terminating this Agreement or taking over the
services, furnish the necessary materials, equipment, supplies andlor help necessary to remedy the situation. The reasonable expense for same may be offset against amounts due the Engineer.
In such case, Engineer shall not be liable with respect to indemnity or otherwise for any such services performed, arranged, or furnished by Owner. Engineer shall not be considered in
default of this Agreement for delays in performance caused by acts of the Owner or other circumstances beyond the reasonable control ofthe Engineer. SECTION 15. ADJUSTMENTS IN SERVICES
No claims for extra services, additional services or change in the services will be made by Engineer without a written agreement with Owner prior to the performance of such services.
SECTION 16. EXECUTION BECOMES EFFECTIVE This Agreement will be effective upon execution by and between Engineer and Owner. 7 
SECTION 16-A. VENUE LOCATION In the event of any dispute or action under this Contract, venue for any and all disputes or actions shall be instituted and maintained in Dallas County,
Texas. The parties agree that the laws ofthe State of Texas shall apply to the interpretation, validity and enforcement of this Contract; and, with respect to any conflict oflaw provisions,
the parties agree that such conflict oflaw provisions shall not affect the application ofthe law of Texas (without reference to its conflict oflaw provisions) to the interpretation,
validity and enforcement ofthis Agreement. SECTION 17. AGREEMENT AMENDMENTS This Agreement contains the entire understanding of the parties with respect to the subject matter hereof
and there are no oral understandings, statements, or stipulation bearing upon the meaning or effect of this Agreement, which have not been incorporated herein. This Agreement may only
be modified, amended, supplemented or waived by a written instrument executed by the parties except as may be otherwise provided therein. SECTION 18. WRITTEN NOTICES All notices, demands
and communications hereunder shall be in writing and may be served or delivered personally upon the party for whom intended, or mailed to the party to whom intended at the address set
forth on the signature page of this Agreement. The address of a party may be changed by notice given pursuant to this Section. SECTION 19. GENDER AND NUMBER The use of any gender in
this Agreement shall be applicable to all genders, and the use of singular numbers shall include the plural conversely. 8 
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on tlristhe day 2003. OWNER: ENGINEER: TOWN OF ADDISON, TEXAS HNTB CORPORATION Ron Whitehead, City Manager By Benjamin
J. 􀁂􀁩􀁬􀁬􀁥􀁊􀀱􀁬􀁾􀀠5300 Beltline Road Vice President, Central Division P.O. Box 9010 5910 Plano Parkway, Suite 200 Addison, Texas 75001-9010 Plano, Texas 75093 Witness:Witness: -t
􀁾l4"lqA Clu.J,q.,/< 9 
EXHIBIT A ESTIMATE OF CONSULTANrS FEE SUMMARY SHEET Robert Byrd Drive 􀁾􀀠Hangar Pavement Replacement Project LABOR HOURS BY PHASE Project Design Principal Manager Eng!neer Technical
Clerical f.'relimlnary Design Final Design Bidding 􀁾􀁉􀀠􀁾􀁉􀀠􀁾􀁉􀀠􀁾􀀺􀁉􀀠􀁾􀁉􀀠Total Hours 10 56 85 49 9 Subtolal-Basic Services $ 1.674 $ 7.ff10 $ 8.895 $ 4,102 $ 431 TOTAL PAYROLL
COSTS $22.972 TOTAL MISC, EXPENSES $750 SUBCONTRACT SERVICES S ...... ce 􀁃􀁨􀁡􀁲􀁧􀁥􀁳􀁾􀁾􀀭􀀺􀀡􀀤􀁾􀀱􀀮􀀻􀀡􀀰􀀲􀀶􀁾􀀠 C'lT)'ing ChargeL! ___-"1,.!J1! Total Subcontract Services $1.129
TOTAL BASIC SERVICES CONTRACT COSTS $24,851 ADDITIONAL SE'tVICES Resident Inspection r:-----I T.slingL!____....J TotaiAdditional Services $0 TOTAL ENGINEERING COST 524.851 ! 
ESTIMATE OF CONSULTANT'S FEE PRELIMINARY DESIGN PHASE I Person Hours LABOR Project Design Drafting} An1icioated Task Princioal Manager Engineer Technical Clerical Coordinate Surveys
Administration Specifications Meetings Calculations Opinion of Probable Cost Drawings (from attachment) Plan Review Estimated HOUTS MISCELLANEOUS COSTS Reproductton Travel Total Miscellaneous
Costs SUBCONTRACT SERVICES Surveying Services Total Subcontract Services TOTAL COSTS THIS PHASE 4 1 4 4 2 4 2: 2 2 1 2 Q 7 20 2 4 I 2 2 19 2 0, 4 19 35 27 2 $125.00 I $125.00 1,325.00
I $1,325.00 $10,808.70 
ESTIMATE OF CONSULTANT'S FEE LABOR Anticioated Task Contract Documents Technical Specifications Administration Meetings Calculations Opinion of Probable Cost Reviews (QAfQC) Drawings
(from attachment) Estimated Hours MISCELLANEOUS COSTS Reproduction Travel Per Diem Total Miscellaneous Costs SUBCONTRACT SERVICES Total Subcontract Services TOTAL COSTS THIS PHASE FINAL
DESIGN PHASE Estimated Person Hours Project Design Drafting! Principal Manager Engineer Technical Clerical 4 2 2 2 6 4 2 2 2 2 2 1 2 1 2 0 4 6 16 4 14 o 4 22 35 16 4 􀁾􀀠$250.00 $0.00
$9,372.49 
ESTIMATE OF CONSULTANrS FEE LABOR Anticipated TaskPrepare Documents Assist wI Advertisement Prebid Conference Issue Addenda Bid Opening Tabulate Bids Prepare contracts Administration Estimated Hours MISCELLANEOUS COSTS Reproduction
Travel Per Diem Total Miscellaneous Costs SUCONTRACT SERVICES Total Subcontract Services TOTAL COSTS THIS PHASE BIDDING PHASE Estimated Person Hours Project Design Draftingl Principal
Manager Engineer Technical Clerical 2 4 2 2 2 2 4 1 1 2 2 4 2 2 2 2 2 15 15 4 3 􀁾􀀠$375.00 $0.00 $4,865.98 
LABOR Drawin. Cover Sheet General Notes I Quantities Staging Areal?hasing Plan Removal Plans Hangar -Horizontal ControVMarking Plan Hangar ...Grading! SW3P Plan Typical Sections Pavement
Details Marking Details Misc. Detalls TOTAL COSTS THIS PHASE Tolal I I I I I ES"fIMA"fE OF CONSUL"fANT'S FEE Plincipal 0 $56.00 I $0.00 $4,685.34 PRELIMINARY DESIGN DRAWINGS Estimated
Person Hours Project Design Draftingl Manager ..... Engineer Technical Clerical 1 2 2 1 1 2 2 2 2 2 4 2 1 4 2 2 2 2: 2 21 1 2 1 2 7 20 19 0 S47.00 I $35.00 I $28.00 I $16.00 • $987.49
$2,101,05 $1,596.80 $0.00 ESTIMATE OF CONSULTANT'S FEE LABOR Drawin. Prtncipal Cover Sheet Genem1 Notes I Quantities Staging ArealPhaslng Plan Removal Plans Hangar 􀁾􀀠Horizontal ControUMarking
Plan Hangar ...Grading! SW3P Plan I Typical Sections Pavement Details Marking Details Misc. DetailS "fOTAl COSTS THIS PHASE . $3,703.85 FiNAl DESIGN DRAWINGS Clerical I I I I 
A.R.S. ENGINEERS SURVEY COST ESTIMATE Project: Ooslgn Survoys for Addrson Airport in the City of Addison. TO;KSlS ARS ProJ.ct No. 160.(}2·046 (Task.2) [Reylsed July 2, 20031 TASK TOTAL
CONTRACT COST $ $1,025.70 
Jim Pierce From: Mark Acevedo Sent: Wednesday, July 16, 2003 10:29 AM To: Jim Pierce Subject: RE: Richard Byrd Drive I concur. Please proceed in this manner. Mark --Original Messag..••••
from: Jlm Pierce Sent: Wednesday, July 16, 2003 9:47 AM To: Mark Acevedo Subject: Richan:l Byrd Drive Mark: Should the Engineering design agreement be with the town or with Washington
since the money is from their operating fund? I would think it should be with the Town. We could keep control by having invoices come to us for our approval and payment by them. What
do you think? Jim Pierce, P.E. Assistant Public Works Director P.O. Box 9010 Addison, TX 75001-9010 972·450·2879 1 
PRELIMINARY ENGINEERS OPINION OF PROBABLE COST ADDISON AIRPORT c;iChard Byrd Dr. :J pave construction south of the existing hangars If.iiiiLD.escilptldilH/>QiiililtftJ/'./Uilit ,Pilcii
.'Aiiidiirit LS $35,000.00 $35,000.00MOBILIZATION -10% CY $8.00 $17,600.00UNCLASSIFIED EXCAVATION 2200 CY $10.00 $3,000.00REMOVAL OF BITUMINOUS PAVEMEMENT 300 SY $2.00 $14,250,00PREPARATION
OF SUBGRADE 7125 TONS $200.00 $160,000.00P-401 BITUMINOUS PAVEMENT, 2" 800 SY $15.00 $106,875.00P-304 CEMENT TREATED BASE, 3" 7125 SY $3.50 $24,937.50P-155 LIME TREATED SUBGRADE, 8"
7125 TONS $100.00 $17,500.00LIME 175 TOTAL $379,200.00 2['" ,FEE $ $ 1500 00 TOTAL DESIGN FEE $ 􀁾􀁾􀀠7!in 00 C:\Documents and 􀁓􀁥􀁴􀁴􀁩􀁮􀁧􀁳􀁾􀁰􀁩􀁥􀁲􀁣􀁥􀀮􀁁􀁏􀁄􀁉􀁓􀁏􀁎􀁇􀁏􀁶􀁜􀁌􀁯􀁣􀁡􀁬􀀠Settin
gs\Temporary Intemet Files\OLK326\[RB Hangar CostESlxls]RB Apron Estimate tl.ll/1fJ RB Hangar CostEst.xls,6/24/2003 
ESTIMATE OF CONSULTANT'S FEE SUMMARY SHEET Robert Syrd Drive: 􀁾􀀠Hangar Pavement Replacement Project Design DraflingJI LABOR HOURS BY PHASE Project Design Principal Manager Ensineer
Technical Clerical Preliminary Design Final Design Bidding 􀁾􀁉􀀠􀁾􀁉􀀠􀁾􀁉􀀠􀁾􀀺􀁉􀀠􀁾􀁉􀀠Total Hours 10 56 65 49 9 Subtotal 􀁾􀀠8asle Services 1,674 $ 7,870 $ 6,695 S 4.102 $ 431 TOTAL
PAYROLL COSTS $22,972 TOTAL MISC, EXPENSES $750 SUBCONTRACT SERVICES Service Charges 􀁛􀀽􀁾􀀤􀁾􀀱􀀬􀁾􀀰􀀲􀁾􀀶􀁾􀀮􀀰􀀡􀁏􀁾CalTYing Charge I 1,11 Totar SUbCOntract Services $1.129 TOTAL
BASIC SERVICES CONTRACT COSTS $24,651 ADDITIONAL SERVICES Resident 􀁉􀁮􀁓􀀡􀁬􀀢􀀧􀁃􀁾􀁉􀁉􀀽􀀽􀀽􀀽􀀽􀀱􀀠Total Additional Services TOTAL ENGINEERING COST 
ESTIMATE OF CONSULTANTS FEE PRELIMINARY DESIGN PHASE Estimated Person Hours LABOR Project Design Draftingl AnticiDated Task Principal Manaaer EllQfneer Technical Cferical COordinate
Surveys Administration Specifications Meetings CalculaUons Opinion of Probable Cosl Drawings (from attachment) Plan Review Estimated Hours MISCELLANEOUS COSTS Reproduction Travel Total
Miscellaneous Costs SUBCONTRACT SERVICES S!.ll'V'eying Services Tot.1 Subcontract SeMces TOTAl COSTS THIS PHASE 1 0 2 4 1 4 2 2 4 4 4 2 2 2 2 2 7 20 19 0 2 4 19 35 27 2 5125.00 I 5125.00
II 51,325.00 $10,808.70 
ESTIMATE OF CONSULTANT'S FEE LABOR Anticipated Task Principal Contract Documents Technical Specifications Administration Meetings Calculations Opinion of Probable Cost Reviews (QA/QC)
Drawings (from attachment) 1 2 0 Project Manager 4 2 2 2 2 4 6 FINAL DESIGN PHASE EsUmated Person Hours Design Engineer 2 8 4 2 2 1 16 Draftingl Technical Clerical 2 2 4 14 o Estimated
Hours MISCELLANEOUS COSTS Reproduction Travel Per Diem Total Miscellaneous Costs SUBCONTRACT SERVICES Total Subcontract Services TOTAL COSTS THIS PHASE 4 22 35 18 4 􀁾􀀠$250.00 $0.00
$9,372.49 
ESTIMATE OF CONSULTANrS FEE BIDDING PHASE Estimated Person Houl'5 LABOR Project Design Draftingl Anticioated Task PrinciDal ManaQer Enqineer Technical Clerical Prepare Documents Assist
wI Advertisement Prebid Conference Issue Addenda Bid Opening Tabulate Bids Prepare contracts Administration Estimated Hours MISCELLANEOUS COSTS Reproduction Travel Per Diem Total Miscellaneous
Costs SUCONTRACT SERVICES Total Subcontract Services TOTAL COSTS THIS PHASE 2 2 4 2 2 2 2 4 1 1 2 2 4 2 2 2 2 15 15 4 3 􀁾􀀠$375.00 $0.00 $4.865.98 
ESTIMATE OF CONSULTANT'S FEE PRELIMINARY DESIGN DRAWINGS Estimated Person Hours LABOR Project Design Drafting! Drawi!l!l Principal Manager Engineer Technical Clerical Cover Sheet 1 2
General Notes! Quantities 2 1 1 Staging A_asing Plan 2 2 2 Removal Plans 2 2 Hangar 􀁾􀀠Horizontal ControllMarking Plan 4 2 Hangar -Grading! SW3P Plan 1 4 2 Typical Sections 2 2 2 Pavement
Details 2 2 Marking Detairs 1 2 Misc. Details 1 2 Total 0 7 20 19 0 I $56.00 I $47.00 I $35.00 I $28.00 I $16.00 I $0.00 $987.49 $2.101.05 $1,596.80 $0.00 TOTAL COSTS THIS PHASE $4.685.34
ESTIMATE OF CONSULTANTS FEE FINAL DESIGN DRAWINGS I Person Hours LABOR Project Design Drafting! Drawino Principal Manager Engineer Technical Clerical Cover Sheet 1 1 General Notes I
Quantities 1 4 2 Staging Area/Phasing Plan 2 1 1 Removal Plans 2 2 Hangar -Horizontal Control/Marking Plan 2 1 Hangar -Grading! swap Plan 2 1 Typical Sections 2 1 2 Pavement Details
1 1 Marking Details 1 1 Misc. Details 1 2 Total 0 6 16 14 0 I $56.00 I $47.00 I $35.00 I $28.00 I $$16.00 I $0.00 $845.42 $1.660.84 $1,176.59 $0.00 TOTAL COSTS THIS PHASE $3,703.85 
A.R.S. ENGINEERS SURVEY COST ESTIMATE Project: DeSign Surveys for Addison Airport In the City ofAddison) Texas ARS project No. 160.(J2-l146 (Task 2) [Revised July 2, 2003] TASK TOTAL
CONTRACT COST $ $1.025.70 
AGREEMENT TIDS AGREEMENT is made by and between HNTB Corporation, hereinafter called "ENGINEER", and the Town ofAddison, Texas, hereinafter called "OWNER." WHEREAS, Owner desires Engineer
to perform certain work set forth in Section 2, Scope ofServices. WHEREAS, the Engineer has expressed a willingness to perform said services, hereinafter referred to only as "services",
specified in said Scope of Services, and enumerated under Section 2 ofthis Agreement. NOW, THEREFORE, all parties agree as follows: SECTION 2. SCOPE OF SERVICES The following Basic and
Additional Services, when authorized in writing by a notice-toproceed, shall be performed by the Engineer in accordance with the Owner's requirements for design ofArapaho Road from Surveyor
Boulevard to Addison Road. I. Project Defmition This project consists ofthe preparation of plans and specifications for bidding and construction of Arapaho Road Phase m from Surveyor
Boulevard to Addison Road (the Project). The project will be a 4-lane reinforced concrete roadway, with turn lanes at Surveyor Boulevard and Addison Road. A grade separated intersection
will be provided at Midway Road. The design of the bridge over Midway Road is not included in this scope of services. Services will generally include geotechnical investigation and recommendations;
final construction plans for the roadway, structure, stormwater, water, wastewater, landscaping, irrigation, traffic signals, construction sequencing, signing and striping; bid document
originals; record drawings; and coordination with franchised utilities, the Town of Addison, and applicable agencies. II. Detailed Scope of Basic Services The improvements have been
implemented in several phases consistent with the availability offunds to complete final construction plans and specifications and to finance the construction. The scope of services
for the schematic design are described in a separate scope of services and Agreement between the Town of Addison and HNTB Corporation executed February 12, 1997 with official authorization
to proceed dated March 9, 1998. The basic scope of services for construction documents from Marsh Lane to Surveyor Boulevard (phase II) are described in a separate scope and Agreement
executed October 18, 2000 between the Town ofAddison and HNTB Corporation. 1 
to the Owner.. Engineer may, however, retain copies of any and all documents produced. The license granted herein by Engineer shall survive termination of this Agreement for any reason.
SECTION 7. TERMINATION Ov.'Iler may suspend or terminate this Agreement for cause or without cause at any time by giving five (5) days written notice to the Engineer. In the event termination
is for cause however, such shall be in accordance with section 14 hereof. In the event suspension or termination is without cause, payment to Engineer, in accordance with the terms of
this Agreement, will be made on the basis of services reasonably determined by Owner to be satisfactorily perfonned to date of suspension or termination. Such payment will be due upon
delivery of all instruments ofservice to Owner. Should the Owner require a material modification of this Agreement, and in the event Owner and Engineer fail to agree upon such modification
to this Agreement, Owner shall have the option of terminating this Agreement and the Engineer's services hereunder at no additional cost other than the payment to Engineer, in accordance
with the tenns of this Agreement, for the services reasonably determined by Owner to be properly performed by the Engineer prior to such termination date. Engineer may terminate this
Agreement upon written notice to Owner in the event of substantial failure by the Owner to perfonn in accordance with the terms of this Agreement. OW'ller shall have 14 calendar days
from the receipt ofthe termination notice to cure or to submit a plan for cure acceptable to the Engineer. In the event the parties cannot agree upon. an acceptable cure within a reasonable
period of time fr{)m the date of notice, Engineer may tenninate this Agreement. /SECTION 8. INSURANCE Engineer shall provide and maintain Worker's Compensation and Employer's Liability
Insurance for the protection of Engineer's employees, as required by law. Engineer shall also provide and maintain in full force and effect during the tenn of this Agreement, insurance
(including insurance covering the operation of automobiles, trucks and other vehicles) protecting Engineer and OW'ller against liability from damages because of il).juries, including
death, suffered by any person or persons other than employees of Engineer, and liability for damages to property, arising from or growing out of Engineer's operations in ronnection with
the performance of this Agreement. Such insurance covering personal and bodily injuries or death shall be in the sum of not less than Two Hundred Fifty Thousand Dollars ($250,000.00)
for one (1) person, and not less than Three Hundred Thousand Dollars ($300,000.00) for anyone (1) occurrence. Insurance covering damages to property shall be in the sum of not less Three
Hundred Thousand Dollars ($300,000.00) aggregate. Engineer shall also provide and maintain Professional Liability Insurance roverage to protect Engineer from liability arising out of
the perfonnance of professional services under this Agreement. Such coverage shall be in the sum ofnot less than $1,000,000.00. 15 
A signed Certificate of Insurance, showing compliance with the requirements of this Section, shall be furnished to Owner before any services are performed under this Agreement. Such
Certificate of Insurance shall provide for ten (10) days written notice to Owner prior to the cancellation or modification of any insurance referred to therein. Such Certificates shall
terminate after completion ofthe project. Owner shall be named as an "additional insured" party on all insurance policies, except for Worker's Compensation and Professional Liability
policies. /SECTION 9. INDEMNIFICATION FOR INJURY AND PERFORMANCE Engineer further specifically obligates itself to Owner in the following respects, to wit: The Engineer hereby agrees
to protect, indemnify and hold harmless the Owner, their officers, agents, servants and employees (hereinafter individually and collectively referred to as "Indemnities"), from and against
losses, liability or damage of any character, including defense costs, expenses and attorney fees incidental to the defense of such losses, damages or liability on account of injury,
disease, sickness, including death, to any person or damage to property including the loss of use resulting therefrom, from any negligent act, error, or omission of the Engineer, its
officers, employees, or subcontractors, or anyone else for whom Engineer is legally liable which are resulting from or caused by the performance of any services called for by this Agreement.
.In the . event the parties are found to be jointly or derivatively negligent or liable for such damage or injury, the indemnification shall be assessed on a proportionate basis in accordance
with the final judgment, after all appeals are exhausted, detennining such joint or derivative negligence or liability. The Engineer is not responsible for the actions of the Owner's
contractor or any other party contracting with Owner to perform the constroction of the improvements covered under this Agreement. Acceptance and approval of the final plans by the Owner
shall not constitute nor be deemed a release of the responsibility and liability ofEngineer, its employees, associates, agents and Engineers for the accuracy or competency of their designs,
working drawings and specifications, or other documents and services provided by Engineer hereunder; nor shall such approval be deemed to be an assumption of such responsibility by the
Owner for any defect in the designs, working drawings and specifications, or other documents and services provided by Engineer hereunder; or other documents prepared by Engineer, its
employees, and subconsultants. /sECTION 10. INDEMNIFICATION FOR UNEMPLOYMENT COMPENSATION Engineer agrees that it is an independent contractor and not an agent of the Owner, and that
Engineer is subject, as an employer, to all applicable Unemployment Compensation Statutes, so as to relieve Owner of any responsibility or liability from treating Engineer's employees
as employees of Owner for the purpose of keeping records, making reports or payments of Unemployment Compensation taxes or contributions. Engineer further agrees to indemnify and hold
Owner harmless and reimburse it for any expenses or liability incurred under said Statutes in counection with employees ofEngineer. 16 
/SECTION 11. INDEMNIFICATION FOR NON-PAYMENT To the extent Owner has paid Engineer in full hereunder for same, Engineer shall defend and indemnify Owner against and hold Owner and the
premises harmless from any and all claims, suits or liens based upon or alleged to be based upon the non-payment of labor, tools, materials, equipment, supplies, transportation and management
costs incurred by Engineer in performing this Agreement. SECTION 12. ASSIGNMENT Neither party shall assign or sublet this Agreement or any part thereof, without the prior written consent
ofthe other party. SECTION 13. APPLICABLE LAWS Engineer shall comply with all federal, state, county and municipal laws, ordinances, regulations, safety orders, resolutions and building
codes applicable to services to be performed under this Agreement. vi,ECTION 14. DEFAULT OF ENGINEER In the event Engineer fails to comply or is unable to comply with the provisions
of this Agreement as to the quality or character of the service or time of performance, and and the failure is not corrected within fourteen (14) days after written notice by Owner to
Engineer, Owner may, at its sole discretion without prejudice to any other right or remedy: • Terminate this Agreement and be relieved of the payment of any further consideration to
Engineer except for all services determined by Owner to be satisfactorily completed prior to termination. Payment for work satisfactorily completed shall be for percentage of completion
by Engineer through such date of termination. In the event of, of such termination, Owner may proceed to complete the services in any manner deemed proper by Owner, either by the use
of its own forces or by resubletting to others. In either event, the Engineer shall be liable for all reasonable, unmitigatable costs in excess of the total contract price under this
Agreement incurred to complete the services herein provided for and the costs so incurred may be due or that may thereafter become due to Engineer under and by virtue of this Agreement.
• Owner may, without terminating this Agreement or taking over the services, furnish the necessary materials, equipment, supplies and/or help necessary to remedy the situation. The reasonable
expense for same may be offset against amounts due the Engineer. In such case, Engineer shall not be liable with respect to indemnity or otherwise for any such services performed, arranged,
or furnished by Owner. Engineer shall not be considered in default of this Agreement for delays in performance caused by acts of the Owner or other circumstances beyond the reasonable
control ofthe Engineer. 17 
AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") This Agreement between the Town of Addison, Texas ,(,'Clienf') and URS Corporation ("URS"), a_ . Nevada corporation; Graystone Centre,
3010 LBJ Freeway, Suite 1300 75234: 972.406.6950 ("URS"), is effective as of November 11, 2002 . The parties agree as follows; ARTICLE I -Work Orders. The Scope of Services ("Services"),
the time schedule ("Time Schedule") and the charges for the Services ("Charges") are to be set forth in a written Work Order which is supplementary to this Agreement. The terms and conditions
of this Agreement shall apply to each Work Order, except to the extent expressly modified by the Work Order. Where Charges are "not to exceed" a specified sum, all Services shall be
provided by URS for Charges which do not exceed the specified sum. If a "not to exceed" sum is broken down into budgets for specific tasks, the task budget may be exceeded without Client
authorization as long as the total sum is not exceeded. Changes in conditions which directly affect the Services, including, without limitation, changes in laws or regulations occurring
after the budget is established or other circumstances beyond URS control shall be a basis for equitable adjustments in the budget and Time Schedule. ARTICLE II -Payment. A. Unless otherwise
stated in a Work Order, payment shall be on a time and materials basis under the Schedule of Fees and Charges set forth in the Work Order which are in effect when the Services are performed.
Client shall pay undisputed portions of each progress invoice within thirty (30) days of the date of the Client's receipt of an invoice from URS. If payment is not maintained on an at
least forty-five (45) day basis, URS may suspend further performance until payments are current. Client shall notify URS of any disputed amount within fifteen (15) days from date of
the Client's receipt of the invoice, give reasons for the objection, and pay the undisputed amount in accordance herewith. Client shall pay interest on any overdue payment at the the
rate of one percent (1 %) per month or the maximum percentage allowed by law, Whichever is the lesser. In the event of a legal action for invoice amounts not paid in accordance with
this Agreement and the Work Order, attomeys' fees, court costs, and other related expenses shall be paid to the prevailing party. B. URS shall submit to Client an invoice or billing
statement for all work performed. All invoices or billing statements shall include a statement of Services rendered and the amount owed in connection therewith, an itemized statement
of costs and expenses incurred to the date of the invoice, and the sum of all prior payments for the Services set forth in the letter agreement dated February 21, 2002 (Exhibit AI. The
cumulative amounts of progress payments for the Services shall not exceed the Charges. URS shall not be entitled to any compensation for any services or work not actually performed or
for any lost profits as a result of any abandonment or suspension of work by the Client. URS shall perform all work hereunder in a manner satisfactory and acceptable to the Client in
accordance with the standard of care set forth in this Agreement. C. Notwithstanding any other provision of this Agreement or the Work Order, Client shall not be obligated to make payment
to URS hereunder it. 1. URS is in default of any of its obligations under this Agreement, the Work Order, or any other documents in connection with the Services (and payment may be withheld
to the extent of any such defautt); 2. Any part of such payment is attributable to any services of URS which are not performed in accordance with this Agreement and URS' proposal; or
3. If the Client, in its good faith judgment and after consultation with URS, determines that the portion of the compensation then remaining unpaid will not be sufficient to complete
the Services hereunder, no additional payments will be due URS hereunder unless and until URS performs a sufficient PSA-l.DOC 19·Ma,·02 -I 
portion of the Services so that such portion of the compensation remaining unpaid is determined by Client to be sufficient to complete the Services. ARTICLE III -Professional Responsibility.
URS is obligated to comply with applicable standards of professional care in the performance of tihe Services. Client recognizes that opinions relating to environmental, geologic, and
geotechnical conditions are based on limited data and that actual conditions may vary from tihose encountered at the times and locations where the data are obtained, despite the use
of due professional care. URS represents and warrants that it is authorized to practice engineering in the State of Texas and that any necessary licenses, permits or otiher authorization
to practice engineering and to provide the Services set forth herein have been heretofore acquired as required by law, rule or regulation. Notwithstanding anything herein to the contrary,
URS and Client agree and acknowledge that Client is entering into tihis Agreement in reliance on URS' professional abilities with respect to performing tihe Services set forth herein.
URS agrees to use its professional skill, judgment and abilities in the performance of its Services hereunder, and shall render Services under this Agreement and in connection with the
project in accordancewitih the professional standards of engineering prevailing in the DallaS-Fort Worth metroplex area and shall use the skill and care commensurate with the requirements
of the engineering profession. URS shall perform its Services in accordance with laws, regulations, and rules in accordance with the standard of care set forth herein. Without in any
way limiting tihe foregoing or any other provision of this Agreement, URS shall be liable to the Client for damages, injuries, liability, or other harm to the extent caused by or resulting
from any negligent, grossly negligent, or intentionally wrongful errors, acts or omissions of URS, or URS' directors, partners, officers, employees, agents, contractors, subcontractors,
or any person or entity for whom URS is legally liable, in the provision of its Services under this Agreement, and for other breaches by URS to tihe extent URS was negligent, grossly
negligent, or intentionally wrongful in its performance of professional services under this Agreement ARTICLE IV • Responsibility for Others. URS shall be responsible to Client for URS
Services and the services of URS directors, partners, officers, employees, agents, contractors, subcontractors, or any person or entity for whom URS is legally liable. URS shall not
be responsible for tihe acts or omissions of other parties engaged by Client nor for their construction means, methods, techniques, sequences, or procedures, or tiheir healtih and safety
precautions and programs. ARTICLE V -Insurance; Indemnity. A. In connection with this Agreement, URS shall provide and maintain in full force and effect the following insurance: (i)
Workers' compensation and employer's liability insurance for tihe protection of URS' employees, to tihe extent required by tihe law of the State of Texas; (ii) Commercial general liability
insurance with limits not less than One Million and No/100 Dollars $1,000,000.00 each occurrence combined single limit bodily injury and property damage, including contractual liability
(covering, but not limited to, the liability assumed under the indemnification provisions of this Agreement), personal injury, broadform property damage, products and completed operations
coverage (and if such commercial general liability insurance contains a general aggregate limit, it shall apply separately to the Services under this Agreement); (iii) Comprehensive
automobile liability insurance with limits not less than One Million and Nol100 Dollars ($1,000,000.00) each occurrence combined single limit bodily injury and property damage, including
owned, non-owned and hired auto coverage, as applicable; and (iv) Professional Liability Insurance to protect from liability ariSing out of the performance of professional services under
this Agreement. Such coverage Shall be in the sum of not less than One Million and No/100 Dollars ($1,000,OOO.00) per claim and aggregate. Equivalent coverage must be maintained for
at least two (2) years after the project contemplated herein is completed. If coverage is PSA-l.DOC 19·Mar-02 • 2 
written on a claims-made basis, the retroactive date must not be later than the inception date of this Agreement. All such policies of insurance shall (a) be issued by insurance companies
reasonably acceptable to Client, (b) except for professional liability and worker's compensation insurance, shall name (by endorsement) the Town of Addison, Texas, its officials, officers,
employees and agents as an additional insured or loss payee, as the case may be, (c) in all liability policies (except for professional liability), provide that such policies are primary
insurance to any other insurance available to the additional insureds, with respect to any claims arising out of activities conducted hereunder, (d) contain a waiver of subrogation endorsement
in iavor of the Town of Addison, Texas, and (e) provide for at least thirty (30) days written notice to the Town of Addison, Texas prior to cancellation or non-renewal which affects
this Agreement. Certificates of insurance, along with the endorsement naming the Town of Addison, Texas as an additional insured or loss payee, as the case may be), satisfactory to Client,
evidencing all coverage above, shall be promptly delivered to Town and updated as may be appropriate. The Client reserves the right to review the insurance requirements contained herein
and to reasonably adjust coverages and limits when deemed necessary and prudent by the Client. If, however, the insurance requirements being adjusted results in additional premium cost
to URS, URS shall be reimbursed for such additional premium cost by Client. B. In connection with this Agreement (together with the Work Order) and the provision of Services, URS agrees
to and shall indemnify the Town of Addison, Texas, its officials, officers, agents and employees (together, for purposes of this paragraph, the "Indemnified Persons") against, and hold
the Indemnified Persons harmless from, any and all claims, actions, causes of action, demands, losses, harm, damages, liability, expenses, lawsuits. judgments, costs, and fees fees (including
reasonable attomey fees and court costs), for any injury to or the death of any person,or any damage to or destruction of any property, or any other harm for which damages or any other form of recovery is sought (whether at law or in equity), to the extent resulting from,
based upon, or arising out of any negligent, grossly negligent, reckless, or intentionally wrongful act, error, or omission of URS, its officers, employees. agents. engineers, consultants,
contractors, subcontractors, or any person or entity for whom URS is legally liable, under, in connection with, or in the perfomnance of, this Agreement. The provisions of this paragraph
shall survive the expiration or termination ofthis Agreement. ARTICLE VI· Client Responsibility. Client shall: (1) provide URS, in writing, all information relating to Clienfs requirements
for the project; (2) correctly identify to URS, the location of subsurface structures which have been placed by Client, such as pipes, tanks, cables and utilities (and and Client shall
also, at URS' request, provide contact information for utility providers which may have placed subsurface structures at the project site); (3) notify URS of any potential hazardous SUbstances
or other health and safety hazard or condition known to Client existing on or near the project site; (4) give URS prompt written notice of any suspected deficiency in the Services; and
(5) with reasonable promptness, provide required approvals and decisions. In the event that U RS is requested by Client or is required by subpoena to produce documents or give testimony
in any action or proceeding to which Client is a party and URS is not a party, Client shall pay URS for any time and expenses required in connection therewith, including reasonable attorney's
fees. ARTICLE VII • Force Majeure. An event of "Force Majeure" occurs when an event beyond the control of the Party claiming Force Majeure prevents such Party from fulfilling its obligations.
An event of Force Majeure includes, without limitation, acts of God (including floods, hurricanes and other adverse weather), war, riot, civil disorder, acts of terrorism, disease, epidemic,
strikes and labor disputes, actions or inactions of govemment or other authorities, law enforcement actions, curfews, closure of transportation systems or other unusual travel difficulties,
or inability to provide a safe working environment for employees. PSA·1.DOC 19·Mar·Q2 -3
JIM PIERCE, P.E. Assistant Public Works Director (972) 450-2879 (972) 450-2837 FAX jpierce@ci.addison.tx.ns Town of Addison 16801 Westgrove Dr. P.O. Box 9010, Addison. Texas 75001·9010
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AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT is entered into between Town of Addison (Owner) and HNTB Corporation (HNTB), for the following reasons: 1. Owner intends to reconstruct
existing asphalt pavement south of existing hangars along Richard Byrd Drive for an approximate distance of 11OO-feet along the hangars at the Addison Airport, Addison, Texas (the Project);
and, 2. Owner requires certain professional engineering services in connection with the Project (the Services); and, 3. HNTB is prepared to provide the Services. In consideration of
the promises contained in this Agreement, Owner and HNTB agree as follows: ARTICLE 1 • EFFECTIVE DATE The effective date of this Agreement shall be June 26"'2003. ARTICLE 2 • GOVERNING
LAW This Agreement shall be govemed by the laws of the State of Texas. ARTICLE 3 • SCOPE OF SERVICES HNTB shall provide the Services described in Attachment A, Scope of Services. ARTICLE
4· SCHEDULE HNTB shall exercise its reasonable efforts to perform the Services described in in Attachment A according to the Schedule set forth in Attachment B. ARTICLE 5· COMPENSATION
Owner shall pay HNTB in accordance with Attachment C. Compensation. Notwithstanding anything to the contrary in this Agreement or Attachment C, should the Services under this Agreement
include products or services that are commercially priced by HNTB, such amounts shall be invoiced to Owner at the catalog price(s) offered by HNTB and are not subject to audit on the
baSis of costs incurred. Invoices shall be due and payable upon receipt. Owner shall give prompt written notice of any disputed amount and shall pay the remaining amount. Invoice amounts
not paid within 30 days after receipt shall accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, if less), with payments applied first to accrued interest
and then to unpaid principal, Owner shall pay HNTB's reasonable attorneys' fees incurred in connection with any litigation instituted to recover invoice amounts. ARTICLE 6 • OWNER'S
RESPONSIBILITIES Owner shall be responsible for all matters described in Attachment D, Owner's Responsibilities. ARTICLE 7 • STANDARD OF CARE The same degree of care, skill, and diligence
shall be exercised in the performance of the Services as is ordinarily possessed and exercised by a member of the same profession. currently practicing, under similar circumstances.
No other warranty, express or implied, is included in this Agreement or in any drawing, specification, report, opinion, or other instrument of service, in any form or media, produced
in connection with the Services. 'I. ARTICLE 8 • INDEMNIFICATION AND LIABILITY General. Having considered the potential liabilities that may exist during the performance of the Services,
the relative benefits and risks of the Project, and HNTB's fee for the Services, and in consideration of the promises contained in this Agreement, Owner and HNTB agree to allocate and
limit such liabilities in accordance with this Article. Indemnification. HNTB agrees to indemnify and hold the Owner harmless from and against legal liability for all judgments, losses,
damages, and expenses to the extent such judgments, losses, damages, or expenses are caused by HNTB's negligent acts, errors, or omissions arising out of its performance of the Services.
In the event judgments, losses, damages, or expenses are caused by the joint or concurrent negligence of HNTB and Owner, they shall be borne by each party in proportion to its own negligence.
Limitation of Liability. To the fullest extent permitted by law, the total aggregate liability of HNTB and its subconsultants to Owner for all judgments, losses, damages, and expenses
resulting in any way from the performance of the Services shall not exceed the total compensation actually received by HNTB under this Agreement. Consequential Damages. To the fullest
extent permitted by law, HNTB shall not be liable to Owner for any consequential damages resulting in any way from the performance of the Services. Survival. The terms and conditions
of this Article shall survive completion of the Services, or any termination of this Agreement. ')( ARTICLE 9· INSURANCE During the performance of the Services under this Agreement,
HNTB shall maintain the following insurance: (a) General Liability Insurance, with a combined single limn of $1,000,000 per occurrence and $2,000,000 annual aggregate. (b) Automobile
Liability Insurance, with a combined M:IJOBSI37365-AddisonAPICONTRAcnprimeconIOwner-HNTB RB Drive.doc 
single limit of $1,000,000 for each person and $1,000,000 for each accident. (c) Workers' Compensation Insurance in accordance with statutory requirements and Employers' liability Insurance,
with a limit of $500,000 for each occurrence. (d) Professional liability Insurance, with a limit of $1,000,000 annual aggregate, HNTB shall, upon written request, furnish Owner certificates
of insurance which shall include a provision that such insurance shall not be canceled without at least thirty days' written notice to Owner. Owner shall require all Project contractors
to include Owner and HNTB as additional insureds on their General and Automobile liability insurance policies, and to indemnify both Owner and HNTB, each to the same extent. HNTB and
Owner waive all rights against each other and their directors, officers, partners, commissioners, officials, agents, and employees for damages covered by property insurance during and
after the completion of the Services. If the Services result in a construction phase of the Project, a similar provision shall be incorporated into all construction contracts entered
into by Owner and shall protect Owner and HNTB to the same extent. ARTICLE 10· LIMITATIONS OF RESPONSIBILITY HNTB shall not be responsible for (a) construction means, methods, techniques,
sequences, procedures, or safety precautions and programs in connection with the Project; (b) the failure of any contractor, subcontractor, vendor, or other Project participant, not
under contract to HNTB, to fulfill contractual responsibilities to Owner or to comply with federal, state, or local laws, regulations, and codes; or (c) procuring permits, certificates,
and licenses required for any construction unless such procurement responsibilities are specifically assigned to HNTB in Attachment A, Scope of Services. In the event the Owner requests
HNTB to execute any certificates or other documents, the proposed language of such certificates or documents shall be submitted to HNTB for review at least 15 days prior to the requested
requested date of execution. HNTB shall not be required to execute any certificates or documents that in any way would, in HNTB's sole judgment, (a) increase HNTB's legal or contractual
obligations or risks; (b) require knowledge, services or responsibilities beyond the scope of this Agreement; or (c) result in HNTB having to certify, guarantee or warrant the existence
of conditions whose existence HNTB cannot ascertain. ARTICLE 11 • OPINIONS OF COST AND SCHEDULE Because HNTB has no control over the cost of labor, materials, or equipment furnished
by others, or over the resources provided by others to meet Project schedules, HNTB's opinion of probable costs and of Project schedules shall be made on the basis of experience and
qualifications as a practitioner of its profession, HNTB does not guarantee that proposals, bids, or actual Project costs will not vary from HNTB's cost estimates or that actual schedules
will not vary from HNTB's projected schedules. ARTICLE 12 • REUSE OF DOCUMENTS All documents, including, but not limned to, drawings, specifications, and computer software prepared by
HNTB pursuant to this Agreement are instruments of service in respect to the Project. They are not intended or represented to be suitable for reuse by Owner or others on modifications
or extensions of the Project or on any other project, Any reuse without prior written verification or adaptation by HNTB for the specific purpose intended will be at Owner's sole risk
and without liability or legal exposure to HNTB. Owner shall indemnify and hold harmless HNTB and its subconsultants against all judgments, losses, damages, injuries, and expenses, including
reasonable attorneys' fees, arising out of or resulting from such reuse. Any verification or adaptation of documents will entitle HNTB to additional compensation at rates to be agreed
upon by Owner and HNTB, ARTICLE 13 • OWNERSHIP OF DOCUMENTS AND INTELLECTUAL PROPERTY Except as otherwise provided herein, documents, drawings, and specifications prepared by HNTB and
furnished to Owner as part of the Services shall become the property of Owner; provided, however, that HNTB shall have the unrestricted right to their use. HNTB shall retain its copyright
and ownership rights in its design, drawing details, specifications, data bases, computer software, and other proprietary property. Intellectual property developed, utilized, or modified
in the performance of the Services shall remain the property of HNTB. ARTICLE 14 • TERMINATION AND SUSPENSION This Agreement may be terminated by either party upon written notice in
the event of substantial failure by the other party to perforrn in accordance with the terms of this Agreement; provided, however, the nonperforming party shall have 14 calendar days
from the receipt of the termination notice to cure or to submit a plan for cure acceptable to the other party, Owner may terminate or suspend performance of this Agreement for Owner's
convenience upon written notice to HNTB. HNTB shall terminate or suspend performance of the Services on a schedule acceptable to Owner, and Owner shall pay HNTB for all the Services
performed plus termination or suspension expenses. Upon restart of suspended M:\JOBSI37365-AddisonAPlCONTRACnprimeconIOwner-HNTB RB Drive,doc 
Services, an equitable adjustment shall be made to HNTB's compensation and the Project schedule. ARTICLE 15 -DELAY IN PERFORMANCE Neither Owner nor HNTB shall be considered in default
of this Agreement for delays in performance ceused by circumstances beyond the reasonable control of the nonperforming party. For purposes of this Agreement, such circumstances include,
but are not limited to, abnormal weather conditions; floods; earthquakes; flre; epidemics; war, riots, and other civil disturbances; strikes, lockouts, work slowdowns, and other labor
disturibances; sabotage; judicial restraint; and delay in or inability to procure permits, licenses, or authorizations from any local, state, or federal agency for any of the supplies,
materials, accesses, or services required to be provided by either Owner or HNTB under this Agreement HNTB shall be granted a reasonable extension of time for any delay in its performance
caused by any such circumstences. Should such circumstances occur, the nonperforming party shall, within a reasonable time of being prevented from performing, give written notice to
the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. ARTICLE 16 -NOTICES Any notice required
by this Agreement shall be made in writing to the address specified below: Owner: Mr. Mike Murphy, P.E. Town of Addison 5300 Beltline Road P.O. Box 9010 Addison, Texas 75001-9010 HNTB:
Mr. Jerry D. Holder, Jr., P.E. 5910 W. Plano Parkway, SUite 200 Plano, Texas 75093 Nothing contained in this Article shall be construed Ie restrict the transmission of routine communications
between representatives of Owner and HNTB. ARTICLE 17 -DISPUTES In the event of a dispute between Owner and HNTB arising out of or related to this Agreement, the aggrieved party shall
notify the other party of the dispute within a reasonable time after such dispute arises. If the parties cannot thereafter resolve the dispute, each party shall nominate a senior officer
of its management to meet to resolve the dispute by direct negotiation or mediation. Should such negotiation or mediation fail to resolve the dispute, either party may pursue resolution
of the dispute by arbitration in accordance with the Construction Industry Aribitration Rules of the American Arbitration Association; provided, however, in the event the parties are
unable to reach agreement to arbitrate under terms reasonably acceptable to both parties, eHher party may pursue resolution in any court having jurisdiction. During the pendency of any
dispute, the parties shall continue diligently to fulfill their respective obligations hereunder. ARTICLE 18 -EQUAL EMPLOYMENT OPPORTUNITY HNTB hereby affirms its support of affirmative
action and that it abides by the provisions of the "Equal OpportunHy Clause" of Section 202 of Executive Order 11246 and other applicable laws and regulations. HNTB affirms its policy
to recruit and hire employees without regard to race, age, color, religion, sex, sexual preference/orientation, marital status, citizen status, national origin or ancestry, presence
of a disability or status as a Veteran of the Vietnam era or any other legally protected status. It is HNTB's policy to treat employees equally with respect to compensation, advancement,
promotions, transfers and all other terms and conditions of employment. HNTB further affirms completion of applicable governmental employer information reports including the EEO-1 and
VETS-100 reports, and maintenance of a current Affirmative Action Plan as required by Federal regulations. ARTICLE 19 -WAIVER A waiver by either Owner or HNTB of any breach of this Agreement
shall be in writing. Such a waiver shall not affect the waiving party's rights with respect to any other or further breach. ARTICLE 20 -SEVERABILITY The invalidity, illegality, or unenforceability
of any provision of this Agreement or the occurrence of any event rendering any portion or provision of this Agreement void shall in no way affect the validity or enforceability of any
any other portion or provision of this Agreement. Any void provision shall be deemed severed from this Agreement, and the balance of this Agreement shall be construed and enforced as
if it did not contain the particular portion or provision held to be void. The parties further agree to amend this Agreement to replace any stricken provision with a valid provision
that comes as close as possible to the intent of the stricken provision. The prOVisions of this Article shall not prevent this entire Agreement from being void should a provision which
is of the essence of this Agreement be determined void. ARTICLE 21 -INTEGRATION This Agreement, including Attachments A, B, C, and D incorporated by this reference, represents the M:\JOBSI37365-Addis
onAPlCONTRACnpnmeconIOwner-HNTB RB Drive.doc 
entire and integrated agreement between Owner and HNTB. It supersedes all prior and contemporaneous communications, representations, and agreements, whether oral or written, relating
to the subject matter of this Agreement. ARTICLE 22 • SUCCESSORS AND ASSIGNS Owner and HNTB each binds itself and its successors, executors, administrators, permitted assigns, legal
representatives and, in the case of e partnership, its partners, to the other party to this Agreement and to the successors, executors, administrators, permitted assigns, legal representatives,
and partners of such other party in respect to all provisions of this Agreement. ARTICLE 23 • ASSIGNMENT Neither Owner nor HNTB shall assign any rights or duties under this Agreement
without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, HNTB may assign its rights to payment without Owner's consent.
Unless otherwise stated in the written consent to an assignment, no assignment will release or or discharge the assignor from any obligation under this Agreement. Nothing contained in
this Article shall prevent HNTB from engaging independent consultants, associates, and subcontrectors to assist in the performance of the Services. ARTICLE 24· NO THIRD PARTY RIGHTS
The Services provided for in this Agreement are for the sole use and benefit of Owner and HNTB. Nothing in this Agreement shall be construed to give any rights or benefits to anyone
other than Owner and HNTB. IN WITNESS WHEREOF, Owner and HNTB have executed this Agreement. Town of Addison (Owner) Signature ___________ Name _____________ Title _____________ Date
_____ HNTB Corporation (HNTB) Signature ____________ Name: Benjamin J. Biller Title: Vice President Date: July 3, 2003 M:IJOBS\37365-Addi,onAPICONTRAGT\poimeoonIQwner-HNTB RB Drive.doc

ATTACHMENT A SCOPE OF SERVICES 1 . Basic Services a. Survey Project Site b. Design Phase(s) • Preparation of plans and specifications for the bidding and construction of the pavement
south of the existing hangars located on Richard Byrd Drive. a. Pavement design b. Drainage design c. Sequence of construction d. Traffic control • Develop an Engineers Opinion of Probable
Cost for the proJect c. Bidding and Negotiating • Prepare advertisements for bid • Conduct pre-bid meeting • Prepare necessary addenda and respond to bidders questions • Prepare bid
tabulation • Recommend a bidder for the award of the construction contract after performing reference checks 2. Additional Services a. None 
ATTACHMENT B SCHEDULE This project will begin upon receipt of a written Notice to Proceed. Preparation of plans and specifications will follow the schedule set forth below: Surveying
•...•."".".., ..................... , .......... Week 1 Geotechnical ....................... " ....... " ......... Week 1 and 2 Preliminary Design .......... " ............ , ..,",..,
Week 2 thru Week 5 Review by Town of Addison .................... Week I) Final Design ............................................ Week 7 and Week 8 
ATTACHMENT C COMPENSATION Compensation for this project will be lump sum for $37.900.00 
ATTACHMENT D OWNER'S RESPONSIBILITIES Owner shall perform and provide the following in a timely manner so as not to delay the Services of HNTB, and HNTB may rely on the accuracy and
completeness of the following: 1. Authorize HNTB in writing to proceed [authorization to proceed is given by the execution of this Agreement]. 2. Place at HNTB's disposal all available
information pertinent to the Project, including previous reports, drawings, specifICations or any other data relative to the design or construction of the Project. 3. Render decisions
and approvals as promptly as necessary to allow for the expeditious performance of HNTB's Services. 4. Make Owner's facilities available to HNTB as required for performance of the Services
under this Agreement. 5. Require all construction contracts to include provisions requiring Contractors to indemnify Owner and HNTB and requiring Contractors to name Owner and HNTB as
Additional Insureds on Contractors' liability insurance policies. 6. Give prompt written notice to to HNTB whenever Owner becomes aware of any development that does or may affect the
scope or timing of HNTB's Services, or any defect in the Services of HNTB or its subconsultants, or the work of construction Contractors. 7. Advise HNTB of the identity and scope of
services of any independent consultants retained by Owner to provide services in regard to the Project. 
JIM PffiRCE, P.E. Assistant Public Works Director · (Itt..I (m) 450·2879 (972) 450·2837 FAX jpierce@ci.addison.tx.us Town of Addison 16801 Westgrove Dr. P.O. Box 9010, Addison, Texas
75001-9010 7 -3-0) 􀁓􀁦􀀭􀁾􀀧􀀭􀁾􀁁A-􀁾􀀠'11/1VT/3 r/y-. k-􀁾􀁾􀀮􀀠fJrvk. M 􀁾􀀮􀀠􀁾9;; 􀁾􀁾􀀠􀀡􀀱􀁲􀁊􀁾􀁴􀁦􀀻􀀠􀁌􀀻􀁾£LLJ-Jd,( 􀁾􀀠L.rC 􀁾􀁾􀁾􀁦􀁢􀀠􀁾􀁤􀀧􀁁􀀭􀁾􀁾􀁾􀀠􀁾􀁾􀁾􀁾􀁥􀁲􀀠􀁾bt
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􀁾PIERCE, P.E. AssIStant Public Works Director · (Itt!. (972) 450·2879 (972) 450·2837 FAX jpierce@ci.addison.tx.us ,,,,,,on, TTown ofAddison 16801 Westgrove Dr. P.D. Box 9010 AdJ '-exas
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I:I􀁾i i -J LETTER OF Job No. Tile HNTB Companies 5910 Wesl Plano Paikway, Sulle 200 • Plano, Texas 75093 (972) 661-5626 TRANSMITTAL Date July 3,2003 To: I Jim Pierce Re: !RB Agreement
It Town ofAddison i1680 I West grove Drive [Addison, TX 75001-9010 WE ARE FORWARDING TO YOU: -NO. OF COPIES 2 SHEET NO. LAST DATED DESCRIPTION Agreement for Professional Services -RB
Pavement Reconstruction _.,-_._THESE ARE TRANSMITTED: [8] For approval [8] For your use D As requested D For review & comment PLEASE NOTE: Please look over the "Agreement for Professional
Services" ifthey meet your approval, please sign and return to HNTB. We will have them signed here and return a copy to you for your records. COPY TO: file 
AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT is entered into between Town of Addison (Owner) and HNTB Corporation (HNTB), for the following reasons: 1. Owner intends to reconstruct
existing asphalt pavement south of existing hangars along Richard Byrd Drive for an approximate distance of 11 OO-feet along the hangars at the Addison Airport, Addison, Texas (the Project);
and, 2. Owner requires certain professional engineering services in connection wtth the Project (the Services); and, 3. HNTB is prepared to provide the Services. In consideration of
the promises contained in this Agreement, Owner and HNTB agree as follows: ARTICLE 1 -EFFECTIVE DATE The effective date of this Agreement shall be June 26'"2003. ARTICLE 2 -GOVERNING
LAW This Agreement shall be governed by the laws of the State of Texas. ARTICLE 3 -SCOPE OF SERVICES HNTB shall provide the Services described in Attachment A, Scope of Services. ARTICLE
4 -SCHEDULE HNTB shall exercise its reasonable efforts to perform the Services described in Attachment A according to the Schedule set forth in Attachment B. ARTICLE 5 -COMPENSATION
Owner shall pay HNTB in accordance wtth Attachment C, Compensation. Notwithstanding anything to the contrary in this Agreement or Attachment C, should the Services under this Agreement
include products or services that are commercially priced by HNTB, such amounts shall be invoiced to Owner at the catalog price(s) offered by HNTB and are not subject to audit on the
basis of costs incurred. Invoices shall be due and payable upon receipt. Owner shall give prompt written notice of any disputed amount and shall pay the remaining amount. Invoice amounts
not paid within 30 days after receipt shall accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, if less), with payments applied first to accrued interes!
and then to unpaid principal. Owner shall pay HNTB's reasonable attorneys' fees incurred in connection wHh any litigation instituted to recover invoice amounts. ARTICLE 6 -OWNER'S RESPONSIBILITIES
Owner shall be responsible for all matters described in Attachment D, Owner's Responsibilities. ARTICLE 7 -STANDARD OF CARE The same degree of care, skill, and diligence shall be exercised
in the performance of the Services as is ordinarily possessed and exercised by a member of the same profession, currently practicing, under similar circumstances. No other warranty,
express or implied, is included in this Agreement or in any drawing, specification, report, opinion, or other instrument of service, in any form or media, produced in connection with
the Services. ARTICLE 8 -INDEMNIFICATION AND LIABILITY General. Having considered the potential liabilities that may exist during the performance of the Services, the relative benefits
and risks of the Project, and HNTB's fee for the Services, and in consideration of the promises contained in this Agreement, Owner and HNTB agree to allocate and limit such liabilities
in accordance with this Article. Indemnification. HNTB agrees to indemnify and hold the Owner Owner harmless from and against legal liability for all judgments, losses, damages, and
expenses to the extent such judgments, losses, damages, or expenses are caused by HNTB's negligent acts, errors, or omissions arising out of its performance of the Services. In the event
jUdgments, losses, damages, or expenses are caused by the joint or concurrent negligence of HNTB and Owner, they shall be borne by each party in proportion to its own negligence. Limitation
of Liabilitv. To the fulles! extent permitted by law, the total aggregate liability of HNTB and its subconsultants to Owner for all judgments, losses, damages, and expenses resulting
in any way from the performance of the Services shall not exceed the total compensation actually received by HNTB under this Agreement. Consequential Damages. To the fullest extent permitted
by law, HNTB shall not be liable to Owner for any consequential damages resulting in any way from the performance of the Services. Survival. The terms and conditions of this Article
shall survive completion of the Services, or any termination of this Agreement. ARTICLE 9 -INSURANCE During the performance of the Services under this Agreement, HNTB shall maintain
the following insurance: (a) General Liability Insurance, with a combined single limit of $1,000,000 per occurrence and $2,000,000 annual aggregate. (b) Automobile Liability Insurance,
with a combined M:\JOBS137365-AddisonAPlCONTRACT\primeconIOwner-HNTB RB Drive.doc 
single limit of $1 ,000,000 for each person and $1,000,000 for each accident. (c) Workers' Compensation Insurance in accordance with statutory requirements and Employers' Liability Insurance,
with a limit of $500,000 for each occurrence. (d) Professional Liability Insurance, with a limit of $1,000,000 annual aggregate. HNTB shall, upon written request, furnish Owner certificates
of insurance which shall include a provision that such insurance shall not be canceled without at least thirty days' written notice to Owner. Owner shall requ ire all Project contractors
to include Owner and HNTB as additional insureds on their General and Automobile Liability insurance policies, and to indemnify both Owner and HNTB, each to the same extent. HNTB and
Owner waive all rights against each other and their directors, officers, partners, commissioners, officials, agents, and employees for damages covered by property insurance during and
after the completion of the Services. If the Services result in a construction phase of the Project, a similar provision shall be incorporated into all construction contracts entered
into by Owner and shall protect Owner and HNTB to the same extent. ARTICLE 10· LIMITATIONS OF RESPONSIBILITY HNTB shall not be responsible for (a) construction means, methods, techniques,
sequences, procedures, or safety precautions and programs in connection with the Project; (b) the failure of any contractor, subcontractor, vendor, or other Pro!ect participant. not
under contract to HNTB, to fulfill contractual responsibilities to Owner or to comply with federal, state, or local laws, regulations, and codes; or (c) procuring permits, certificates,
and licenses required for any construction unless such procurement responsibilities are specifically assigned to HNTB in Attachment A, Scope of Services. In the event the Owner requests
HNTB to execute any certificates or other documents, the proposed language of such certificates or documents shall be submitted to HNTB for review at least 15 days prior to the requested
date of execution. HNTB shall not be required to execute any certificates or documents that in any way WOUld, in HNTB's sole jUdgment, (a) increase HNTB's legal or contractual obligations
or risks; (b) require knowledge, services <:r responsibilities beyond the scope of thiS Agreement; or (c) resuH in HNTB having to certify, guarantee or warrant the existence of conditions
whose existence HNTB cannot ascertain. ARTICLE 11 • OPINIONS OF COST AND SCHEDULE Because HNTB has no control over the cost of labor, materials, or equipment furnished by others, or
over the resources provided by others to meet Project schedules, HNTB's opinion of probable costs and of Project schedules shall be made on the basis of experience and qualifications
as a practitioner of its profesSion. HNTB does not guarantee that proposals, bids, or actual Project costs will not vary from HNTB's cost estimates or that actual schedules will not
vary from HNTB's projected schedules. ARTICLE 12 -REUSE OF DOCUMENTS All documents, including, but not limited to, drawings, specifications, and computer software prepared by HNTB pursuant
to this Agreement are instruments of service in respect to the Project. They are not intended or represented to be suitable for reuse by Owner or others on modifications or extensions
of the Project or on any other project. Any reuse without prior written verification or adaptation by HNTB for the specific purpose intended will be at Owner's sole risk and without
liability or legal exposure to HNTB. Owner shall indemnify and hold harmless HNTB and its subconsultants against all jUdgments, losses, damages, injuries, and expenses, including reasonable
attorneys' fees, arising out of or resulting from such reuse. Any verification or adaptation of documents will entRle HNTB to additional compensation at rates to be agreed upon by Owner
and HNTB. ARTICLE 13 -OWNERSHIP OF DOCUMENTS AND INTELLECTUAL PROPERTY Except as otherwise provided herein, documents, drawings, and speCifications prepared by HNTB and furnished to
Owner as part of the Services shall become the property of Owner; provided, however, that HNTB shall have the unrestricted right to their use. HNTB shall retain its copyright and ownership
rights in its design, drawing details, specifications, data bases, computer software, and other proprietary property. Intellectual property developed, utilized, or modified in the performance
of the Services shall remain the property of HNTB. ARTICLE 14 • TERMINATION AND SUSPENSION This Agreement may be terminated by eRher party upon written notice in the event of substantial
failure by the other party to perform in accordance with the terms of this Agreement; provided, however, the non performing party shall have 14 calendar days from the receipt of the
termination notice to cure or to submit a plan for cure acceptable to the other party. Owner may terminate or suspend performance of this Agreement for Owner's convenience upon written
notice to HNTB. HNTB shall terminate or suspend performance of the Services on a schedule acceptable to Owner, and Owner shall pay HNTB for all the Services performed plus termination
or suspension expenses. Upon restart of suspended M:\JQ8S137365-AddisanAPICONTRACTlplimeconIOwner·HNTB RB Drive.doG 
Services, an equitable adjustment shall be made to HNTB's compensation and the Project schedule. ARTICLE 15· DELAY IN PERFORMANCE Neither Owner nor HNTB shall be considered in default
of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non performing party. For purposes of this Agreement, such circumstances include,
but are not limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; war, riots, and other civil disturbances; strikes, lockouts, work slowdowns, and other labor
disturbances; sabotage; judicial restraint; and delay in or inability to procure permits, licenses, or authorizations from any local, state, or federal agency for any of the supplies,
materials, accesses, or services required to be provided by either Owner or HNTB under this Agreement. HNTB shall be granted a reasonable extension of time for any delay in its performance
caused by any such circumstances. Should such circumstances occur, the nonperforming party shall, within a reasonable time of being prevented from performing, give written notice to
the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. ARTICLE 16 • NOTICES Any notice required
by this Agreement shall be made in writing to the address specified below: Owner: Mr. Mike Murphy, P .E. Town of Addison 5300 Beltline Road P.O. Box 9010 Addison, Texas 75001-9010 HNTB:
Mr. Jerry D. Holder, Jr., P.E. 5910 W. Plano Parkway, Suite 200 Plano, Texas 75093 Nothing contained in this Article shall be construed to restrict the transmission of routine communications
between representatives of Owner and HNTB. ARTICLE 17· DISPUTES In the event of a dispute between Owner and HNTB arising out of or related to this Agreement, the aggrieved party shall
notify the other party of the dispute within a reasonable time after such dispute arises. If the parties cannot thereafter resolve the dispute, each party shall nominate a senior officer
of its management to meet to resolve the dispute by direct negotiation or mediation. Should such negotiation or mediation fail to resolve the dispute, either party may pursue resolution
of the dispute by arbitration in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association; provided, however, in the event the parties are
unable to reach agreement to arbitrate under terms reasonably acceptable to both parties, either party may pursue resolution in any court having jurisdiction. During the pendency of
any dispute, the parties shall continue diligently to fulfill their respective obligations hereunder. ARTICLE 18 • EQUAL EMPLOYMENT OPPORTUNITY HNTB hereby affirms its support of affirmative
action and that it abides by the provisions of the "Equal Opportunity Clause" of Section 202 of Executive Order 11246 and other applicable laws and regulations. HNTB affirms its policy
to recruit and hire employees without regard to race, age, color, religion, sex, sexual preference/orientation, marital status, citizen status, national origin or ancestry, presence
of a disability or status as a Veteran of the Vietnam era or any other legally protected status. It is HNTB's policy to treat employees equally with respect to compensation, advancement,
promotions, transfers and all other terms and conditions of employment. HNTB further affirms completion of applicable govemmental employer information reports including the EE0-1 and
VETS-l00 reports, and maintenance of a current Affirmative Action Plan as required by Federal regulations. ARTICLE 19 • WAIVER A waiver by either Owner or HNTB of any breach of this
Agreement shall be in writing. Such a waiver shall not affect the waiving party's rights with respect to any other or further breach. ARTICLE 20 . SEVERABILITY The invalidity, illegality,
or unenforceability of any provision of this Agreement or the occurrence of any event rendering any portion or provision of this Agreement void shall in no way affect the validity or
enforceability of any other portion or provision of this Agreement. Any void provision shall be deemed severed from this Agreement, and the balance of this Agreement shall be construed
and enforced as if it did not contain the particular portion or provision held to be void. The parties further agree to amend this Agreement to replace any stricken provision with a
valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this Article shall not prevent this entire Agreement from being void should
a provision which is of the essence of this Agreement be determined void. ARTICLE 21 • INTEGRATION This Agreement, including Attachments A, B, C, and D incorporated by this reference,
represents the M:IJOBSI37365-AddisonAPlCONTRACnprimeconIOwner-HNTB RB Dlive.doc 
entire and integrated agreement between Owner and HNTB. It supersedes all prior and contemporaneous communications, representations, and agreements, whether oral or written, relating
to the subject matter of this Agreement. ARTICLE 22 • SUCCESSORS AND ASSIGNS Owner and HNTB each binds itself and its successors, executors, administrators, permitted assigns, legal
representatives and, in the case of a partnership, its partners, to the other party to this Agreement and to the successors, executors, administrators, permitted assigns, leg a! representatives,
and partners of such other party in respect to all provisions of this Agreement. ARTICLE 23 • ASSIGNMENT NeHher Owner nor HNTB shall assign any rights or duties under this Agreement
without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, HNTB may assign its rights to payment without Owner's consent.
Unless otherwise stated in the written consent to an assignment, no assignment will release or or discharge the aSSignor from any obligation under this Agreement. Nothing contained in
this Article shall prevent HNTB from engaging independent consultants, aSSOCiates, and subcontractors to assist in the perfonnance of the Services. ARTICLE 24 -NO THIRD PARTY RIGHTS
The Services provided for in this Agreement are for the sole use and benefit of Owner and HNTB. Nothing in this Agreement shall be construed to give any rights or benefits to anyone
other than Owner and HNTB. IN WITNESS WHEREOF, Owner and HNTB have executed this Agreement. Town of Addison (Owner) Signature ___________ Name Title ______ Date _____ HNTB Corporation
(HNTB) Signature _____________ Name: Benjamin J. Biller Title: Vice President Date: July 3, 2003 M:IJOBS\37365-AddisonAPlCONTRACTlprimeconIOwner-HNTB RB Drive.doc 
ATTACHMENT A SCOPE OF SERVICES 1 . Basic Services a. Survey Project Site b. Design Phase(s) • Preparation of plans and specifications for the bidding and construction of the pavement
south of the existing hangars located on Richard Byrd Drive. a. Pavement design b. Drainage design c. Sequence of construction d. Traffic control • Develop an Engineers Opinion of Probable
Cost for the project c. Bidding and Negotiating • Prepare advertisements for bid • Conduct pre-bid meeting • Prepare necessary addenda and respond to bidders questions • Prepare bid
tabulation • Recommend a bidder for the award of the construction contract after performing reference checks 2. Additional Services a. None 
ATTACHMENT B SCHEDULE This project will begin upon receipt of a written Notice to Proceed. Preparation of plans and specifications will follow the schedule set forth below: Surveying
................................................ Week 1 Geotechnical ........................................... Week 1 and 2 Preliminary Design ..................................Week
2 thru Week 5 Review by Town of Addison ....................Week 6 Final Design ............................................Week 7 and Week 8 
ATTACHMENT C COMPENSATION Compensation for this project will be lump sum for $37.900.00 Design Fee -ENGINEERING DESIGN $ 29.500.00 SURVEYING & BASE MAPPING $ 2.750.00 GEOTECHNICAL $
4.150.00 EXPENSES $ 1.500.00 TOTAL DESIGN FEE $ 37.900.00 
ATTACHMENT D OWNER'S RESPONSIBILITIES Owner shall perform and provide the following in a timely manner so as not to delay the Services of HNTB, and HNTB may rely on the accuracy and
completeness of the following: 1. Authorize HNTB in writing to proceed [authorization to proceed is given by the execution of this Agreement]. 2. Place at HNTB's disposal all available
information pertinent to the Project, including previous reports, drawings, specifications or any other data relative to the design or construction of the Project. 3. Render decisions
and approvals as promptly as necessary to allow for the expeditious performance of HNTB's Services. 4. Make Owner's facilities available to HNTB as required for performance of the Services
under this Agreement. 5. Require all construction contracts to include provisions requiring Contractors to indemnify Owner and HNTB and requiring Contractors to name Owner and HNTB as
Additional Insureds on Contractors' liability insurance policies. 6. Give prompt written notice to to HNTB whenever Owner becomes aware of any development that does or may affect the
scope or timing of HNTB's Services, or any defect in the Services of HNTB or its subconsunants, or the work of construction Contractors. 7. Advise HNTB of the identity and scope of services
of any independent consunants retained by Owner to provide services in regard to the Project. 
AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT is entered into between Town of Addison (Owner) and HNTB Corporation (HNTB), for the following reasons: 1. Owner intends to reconstruct
existing asphalt pavement south of existing hangars along Richard Byrd Drive for an approximate distance of 1100-feet along the hangars at the Addison Airport, Addison, Texas (the Project);
and, 2. Owner requires certain professional engineering services in connection with the Project (the Services); and, 3. HNTB is prepared to provide the Services. In consideration of
the promises contained in this Agreement, Owner and HNTB agree as follows: ARTICLE 1 -EFFECTIVE DATE The effective date of this Agreement shall be June 26"2003. ARTICLE 2 -GOVERNING
LAW This Agreement shall be govemed by the laws of the State of Texas. ARTICLE 3 • SCOPE OF SERVICES HNTB shall provide the Services described in Attachment A, Scope of Services. ARTICLE
4 • SCHEDULE HNTB shall exercise its reasonable efforts to perform the Services described in Attachment A according to the Schedule set forth in Attachment B. ARTICLE 5 • COMPENSATION
Owner shall pay HNTB in accordance with Attachment C, Compensation. Notwithstanding anything to the contrary in this Agreement or Attachment C, should the Services under this Agreement
include products or services that are commercially priced by HNTB, such amounts shall be invoiced to Owner at the catalog price(s) offered by HNTB and are not subject to audit on the
basis of costs incurred. Invoices shall be due and payable upon receipt. Owner shall give prompt written notice of any disputed amount and shall pay the remaining amount. Invoice amounts
not paid within 30 days after receipt shall accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, if less), with payments applied first to accrued interest
and then to unpaid principal. Owner shall pay HNTB's reasonable attorneys' fees incurred in connection with any litigation instituted to recover invoice amounts. ARTICLE 6 • OWNER'S
RESPONSIBILITIES Owner shall be responsible for all matters described in Attachment D, Owner's Responsibilities. ARTICLE 7 -STANDARD OF CARE The same degree of care, skill, and diligence
shall be exercised in the performance of the Services as is ordinarily possessed and exercised by a member of the same profeSSion, currently practicing, under similar circumstances.
No other warranty, express or implied, is included in this Agreement or in any drawing, specification, report, opinion, or other instrument of service, in any form or media, produced
in connection with the Services. ARTICLE 8 • INDEMNIFICATION AND LIABILITY General. Having considered the potential liabilities that may exist during the performance of the Services,
the relative benefrts and risks of the Project, and HNTB's fee for the Services, and in consideration of the promises contained in this Agreement, Owner and HNTB agree to allocate and
limit such liabilities in accordance with this Article. Indemnification. HNTB agrees to indemnify and hold the Owner harmless from and against legal liability for all jUdgments, losses,
damages, and expenses to the extent such judgments, losses, damages, or expenses are caused by HNTB's negligent acts, errors, or omissions arising out of its performance of the Services.
In the event judgments, losses, damages, or expenses are caused by the jOint or concurrent negligence of HNTB and Owner, they shall be borne by each party in proportion to its own negligence.
Limitation of Liability. To the fullest extent permitted by law, the total aggregate liability of HNTB and its subconsultants to Owner for all judgments, losses, damages, and expenses
resulting in any way from the performance of the Services shall not exceed the total compensation actually received by HNTB under this Agreement. Consequential Damages. To the fullest
extent permitted by law, HNTB shall not be liable to Owner for any consequential damages resulting in any way from the performance of the Services. Survival. The terms and conditions
of this Article shall survive completion of the Services, or any termination of this Agreement. ARTICLE 9 • INSURANCE During the performance of the Services under this Agreement, HNTB
shall maintain the following insurance: (a) General Liability Insurance, wHh a combined single limit of $1,000,000 per occurrence and $2,000,000 annual aggregate. (b) Automobile Liability
Insurance, with a combined M:\JOBS137365-AddisonAPlCONTRAC1\primeconIOWner-HNTB RB Drive.doc 
single limit of $1,000,000 for each person and $1,000,000 for each accident (c) Workers' Compensation Insurance in accordance with statutory requirements and Employers' liability Insurance,
with a limit of $500,000 for each occurrence. (d) Professional liability Insurance, with a limit of $1,000,000 annual aggregate. HNTB shall, upon written request, furnish Owner certificates
of insurance which shall include a provision that such insurance shall not be canceled without at least thirty days' written notice to Owner. Owner shall require all Project contractors
to include Owner and HNTB as additional insureds on their General and Automobile liability insurance policies, and to indemnify both Owner and HNTB, each to the same extent. HNTB and
Owner waive all rights against each other and their directors, officers, partners, commissioners, officials, agents, and employees for damages covered by property insurance during and
after the completion of the Services. If the Services result in a construction phase of the Project, a similar provision shall be incorporated into all construction contracts entered
into by Owner and shall protect Owner and HNTB to the same extent. ARTICLE 10 • LIMITATIONS OF RESPONSIBILITY HNTB shall not be responsible for (a) construction means, methods, techniques,
sequences, procedures, or safety precautions and programs in connection with the Project; (b) the failure of any contractor, subcontractor, vendor, or other Project participant, not
under contract to HNTB, to fulfill contractual responsibilities to Owner or to comply with federal, state, or local laws, regulations, and codes; or (c) procuring permits, certificates,
and licenses required for any construction unless such procurement responsibilities are specifically assigned to HNTB in Attachment A. Scope of Services. In the event the Owner requests
HNTB to execute any certificates or other documents, the proposed language of such certificates or documents shall be submitted to HNTB for review at least 15 days prior to the requested
requested date of execution. HNTB shall not be required to execute any certificates or documents that in any way would, in HNTB's sole judgment, (a) increase HNTB's legal or contractual
obligations or risks; (b) require knowledge, services or responsibilities beyond the scope of this Agreement; or (c) result in HNTB having to certify, guarantee or warrant the existence
of conditions whose existence HNTB cannot ascertain. ARTICLE 11 • OPINIONS OF COST AND SCHEDULE Because HNTB has no control over the cost of labor, materials, or equipment furnished
by others, or over the resources provided by others to meet Project schedules, HNTB's opinion of probable costs and of Project schedules shall be made on the basis of experience and
qualifications as a practitioner of its profession. HNTB does not guarantee that proposals, bids, or actual Project costs will not vary from HNTB's cost estimates or that actual schedules
will not vary from HNTB's projected schedules. ARTICLE 12· REUSE OF DOCUMENTS All documents, including, but not limited to, drawings, specifications, and computer software prepared by
HNTB pursuant to this Agreement are instruments of service in respect to the Project. They are not intended or represented to be suitable for reuse by Owner or others on modifications
or extensions of the Project or on any other project. Any reuse without prior written verification or adaptation by HNTB for the specific purpose intended will be at Owner's sole risk
and without liability or legal exposure to HNTB. Owner shall indemnify and hold harmless HNTB and its subconsultants against all judgments, losses, damages, injuries, and expenses, including
reasonable attorneys' fees, arising out of or resulting from such reuse. Any verification or adaptation of documents will entitle HNTB to additional compensation at rates to be agreed
upon by Owner and HNTB. ARTICLE 13· OWNERSHIP OF DOCUMENTS AND INTELLECTUAl PROPERTY Except as otherwise provided herein, documents, drawings, and specifications prepared by HNTB and
furnished to Owner as part of the Services shall become the property of Owner; provided, however, that HNTB shall have the unrestricted right to their use. HNTB shall retain its copyright
and ownership rights in its design, drawing details, specifications, data bases, computer software, and other proprietary property. Intellectual property developed, utilized, or modified
in the performance of the Services shall remain the property of HNTB. ARTICLE 14·TERMINATION AND SUSPENSION This Agreement may be terminated by either party upon written notice in the
event of substantial failure by the other party to perform in accordance with the terms of this Agreement; provided, however, the nonperforming party shall have 14 calendar days from
the receipt of the termination notice to cure or to submit a plan for cure acceptable to the other party. Owner may terminate or suspend performance of this Agreement for Owner's convenience
upon written notice to HNTB. HNTB shall terminate or suspend performance of the Services on a schedule acceptable to Owner, and Owner shall pay HNTB for all the Services performed plus
termination or suspension expenses. Upon restart of suspended M:IJOBSI37365-AddisonAPlCONTRAC1ipr!meconIOwner-HNTB RB Dri\le.doc 
Services, an equitable adjustment shall be made to HNTB's compensation and the Project schedule. ARTICLE 15 -DELAY IN PERFORMANCE Nenher Owner nor HNTB shall be considered in default
of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the nonperforming party. For purposes of this Agreement. such circumstances include.
but are not limned to, abnormal weather conditions; floods; earthquakes; fire; epidemics; war. riots. and other civil disturbances; strikes. lockouts. work slowdowns. and other labor
disturbances; sabotage; judicial restraint; and delay in or inability to procure permits. licenses, or authorizations from any local, state, or federal agency for any of the supplies,
materials, accesses, or services required to be provided by either Owner or HNTB under this Agreement. HNTB shall be granted a reasonable extension of time for any delay in its performance
caused by any such circumstances. Should such circumstances occur. the nonperforming party shall. shall. wHhin a reasonable time of being prevented from performing. give written notice
to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. ARTICLE 16 -NOTICES Any notice required
by this Agreement shall be made in writing to the address specified below: Owner: Mr. Mike Murphy. P.E. Town of Addison 5300 Beltline Road P.O. Box 9010 Addison. Texas 75001-9010 HNTB:
Mr. Jerry O. Holder, Jr., P.E. 5910 W. Plano Parkway. Suite 200 Plano, Texas 75093 Nothing contained in this Article shall be construed to restrict the transmission of routine communications
between representatives of Owner and HNTB. ARTICLE 17 • DISPUTES In the event of a dispute between Owner and HNTB arising out of or related to this Agreement, the aggrieved party shall
notify the other party of the dispute within a reasonable time after such dispute arises. If the parties cannot thereafter resolve the dispute. each party shall nominate a senior officer
of its management to meet to resolve the dispute by direct negotiation or mediation. Should such negotiation or mediation fail to resolve the dispute. either party may pursue resolution
of the dispute by arbitration in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association; provided. however. in the event the parties are
unable to reach agreement to arbitrate under terms reasonably acceptable to both parties, either party may pursue resolution in any court having jurisdiction. During the pendency of
any dispute, the parties shall continue diligently to fUlfill their respective obligations hereunder. ARTICLE 18 • EQUAL EMPLOYMENT OPPORTUNITY HNTB hereby affirms its support of affirmative
action and that it abides by the provisions of the "Equal Opportunity Clause" of Section 202 of Executive Order 11246 and other applicable laws and regulations. HNTB affirms its policy
to recruH and hire employees without regard to race. age, color. religion. sex, sexual preference/orientation, marital status, citizen status. national origin or ancestry, presence of
a disabilHy or status as a Veteran of the Vietnam era or any other legally protected status. It is HNTB's policy to treat employees equally wHh respect to compensation. advancement,
promotions. transfers and all other terms and conditions of employment. HNTB further affirms completion of applicable govemmental employer information reports including the EEO-l and
VETS-l00 reports. and maintenance of a current Affirmative Action Plan as required by Federal regulations. ARTICLE 19·WAIVER A waiver by either Owner or HNTB of any breach of this Agreement
shall be in writing. Such a waiver shall not affect the waiving party's rights with respect to any other or further breach. ARTICLE 20 -SEVERABILITY The invalidity. illegality. or unenforceability
of any provision of this Agreement or the occurrence of any event rendering any portion or provision of this Agreement void shall in no way affect the validity or enforceability of any
other portion or provision of this Agreement. Any void provision shall be deemed severed from this Agreement, and the balance of this Agreement shall be construed and enforced as if
it did not contain the particular portion or provision held to be void. The parties further agree to amend this Agreement to replace any stricken provision with a valid provision that
comes as close as possible to the intent of the stricken provision. The provisions of this Article shall not preventthis entire Agreement from being void should a provision which is of the essence of this Agreement be determined void. ARTICLE 21 • INTEGRATION This Agreement. including Attachments
A, B. C, and o incorporated by this reference. represents the M:IJOBSI37365-AddisonAPICONTRACl\primeconIOwner-HNTB RB Drive.doc 
entire and integrated agreement between Owner and HNTB. It supersedes all prior and contemporaneous communications, representatlons, and agreements, whether oral or written, relating
to the subject matter of this Agreement. ARTICLE 22 -SUCCESSORS AND ASSIGNS Owner and HNTB each binds itself and its successors, executors, administrators, permitted assigns, legal representatives
and, in the case of a partnership, its partners, to the other party to this Agreement and to the successors, executors, administrators, permitted assigns, legal representatives, and
partners of such other party in respect to all provisions of this Agreement. ARTICLE 23 -ASSIGNMENT Neither Owner nor HNTB shall assign any rights or duties under this Agreement without
the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, HNTB may assign ITS rights to payment without Owner's consent. Unless
otherwise stated in the written consent to an assignment, no assignment will release or discharge the assignor from any obligation under this Agreement. Nothing contained in this Article
shall prevent HNTB from engaging independent consultants, aSSOCiates, and subcontractors to assist in the performance of the Services. ARTICLE 24 -NO THIRD PARTY RIGHTS The Services
provided for in this Agreement are for the sole use and benefit of Owner and HNTB. Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than Owner
and HNTB. IN WITNESS WHEREOF, Owner and HNTB have executed this Agreement. Town of Addison (Owner) Signature ___________ Name _____________ Title ______ Date _____ HNTB Corporation (HNTB)
Signature ____________ Name: Benjamin J. Biller Title: Vice President Date: July 3, 2003 M:IJOBS137365-AddisonAPlCONTRACTlplimeconIOwner·HNTB RB Drive.doc 
ATTACHMENT A SCOPE OF SERVICES 1. Basic Services a. Survey Project Site b. Design Phase(s) • Preparation of plans and specifications for the bidding and construction of the pavement
south of the existing hangars located on Richard Byrd Drive. a. Pavement design b. Drainage design c. Sequence of construction d. Traffic control • Develop an Engineers Opinion of Probable
Cost for the project c. Bidding and Negotiating • Prepare advertisements for bid • Conduct pre-bid meeting • Prepare necassary addenda and respond to bidders questions • Prepare bid
tabulation • Recommend a bidder for the award of the construction contract after performing reference checks 2. Additional Services a. None 
ATTACHMENT B SCHEDULE This project will begin upon receipt of a written Notice to Proceed. Preparation of plans and specifications will follow the schedule set forth below: Surveying
.., .•..... , ..................................... Week 1 Geotechnical ........................................... Week 1 and 2 Preliminary Design ..................................
Week 2 thru Week 5 Review by Town of Addison .................... Week 6 Final Design ............................................ Week 7 and Week 8 
ATTACHMENTC COMPENSATION Compensation for this project will be lump sum lor $37,900.00 Desiil n'Fee . $ 29,500.00ENGINEERING DESIGN $ 2,750.00SURVEYING & BASE MAPPING $ 4,150.00GEOTECHNICAL
$ 1,500.00 TOTAL DESIGN FEE EXPENSES $ 37,900.00 
ATTACHMENT D OWNER'S RESPONSIBILITIES Owner shall perfonn and provide the following in a timely manner so as not to delay the Services of HNTB, and HNTB may rely on the accuracy and
completeness of the following: 1. Authorize HNTB in writing to proceed [authorization to proceed is given by the execution of this Agreement]. 2. Place at HNTB's disposal all available
infonnation pertinent to the Project, including previous reports, drawings, specifications or any other data relative to the design or construction of the Project. 3. Render decisions
and approvals as promptly as necessary to allow for the expeditious perfonnance of HNTB's Services. 4. Make Owner's facilities available to HNTB as required for perfonnance of the Services
under this Agreement. 5. Require all construction contracts to include provisions requiring Contractors to indemnify Owner and HNTB and requiring Contractors to name Owner and HNTB as
Adduionallnsureds on Contractors' liability insurance policies. 6. Give prompt written notice to HNTB whenever Owner becomes aware of any development that does or may affect the scope
or timing of HNTB's Services, or any defect in the Services of HNTB or us subconsultants, or the work of construction Contractors. 7. Advise HNTB of the identity and scope of services
of any independent consultants retained by Owner to provide services in regard to the Project.