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<br />They are not intended or represented to be suitable for reusedisturbances; strikes, lockouts, work slowdowns, and other
<br />by Owner or others on modifications or extensions of the labor disturbances; sabotage; judicial restraint; and delay in
<br />Project or on any other project. Any reuse without prior or inability to procure permits, licenses, or authorizations
<br />written verification or adaptation by HNTB for the specific from any local, state, or federal agency for any of the
<br />purpose intended will be at Owner's sole risk and without supplies, materials, accesses, or services required to be
<br />liability or legal exposure to HNTB. Owner shall indemnify provided by either Owner or HNTB under this Agreement or
<br />and hold harmless HNTB and its subconsultants against all any Task Order. HNTB shall be granted a reasonable
<br />judgments, losses, damages, injuries, and expenses, extension of time for any delay in its performance caused by
<br />including reasonable attorneys' fees, arising out of or any such circumstances.
<br />resulting from such reuse. Any verification or adaptation of
<br />documents will entitle HNTB to additional compensation at
<br />rates to be agreed upon by Owner and HNTB.
<br />
<br />B. Should such circumstances occur, the nonperforming
<br />party shall, within a reasonable time of being prevented from
<br />performing, give written notice to the other party describing
<br />the circumstances preventing continued performance and
<br />the efforts being made to resume performance.
<br />
<br />ARTICLE 13 - OWNERSHIP OF DOCUMENTS AND
<br />INTELLECTUAL.PROP~RTY . . ARTICLE 16 - NOTICES
<br />Except as otherwise prOVided herein, documents, drawings, A A t' . d b thO A t h II b d'
<br />. . '. ny no Ice require y IS greemen s a e ma e In
<br />and speCifications prepared by HNTB and furnished to 't' t th dd 'fi d b I
<br />. Wrl Ing 0 e a ress specl Ie e ow:
<br />Owner as part of the Services shall become the property of 0 C'ty f L P rt
<br />. wner: loa 0 e
<br />Owner; prOVided, however, that HNTB shall have the Att T T .
<br />unrestricted right to their use. HNTB shall retain its copyright 604n:Wlmt Fle~ens t P k
<br />d h.. ht . 't d' d . d t '1 es alrmon ar way
<br />an owners Ip rig S In I s eSlgn, rawlng e al s, L P rt TX 77571
<br />specifications, data bases, computer software, and other a 0 e,
<br />proprietary property. Intellectual property developed, .
<br />utilized, or modified inJhe performance of the Services shall tiNTB.
<br />remain the property of HNTB.
<br />
<br />HNTB Corporation
<br />Attn: Robert J. Slimp, P.E.
<br />85 N.E. Loop 410, Suite 304
<br />San Antonio, TX 78216
<br />
<br />ARTICLE 17 - DISPUTES
<br />A. In the event of a dispute between Owner and HNTB
<br />arising out of or related to this Agreement, or any Task
<br />Order, the aggrieved party shall notify the other party of the
<br />B. Owner may terminate or suspend performance of this dispute within a reasonable time after such dispute arises. If
<br />Agreement for Owner's convenience upon written notice to the parties cannot thereafter resolve the dispute, each party
<br />HNTB. HNTB shall terminate or suspend performance of theshall nominate a senior officer of its management to meet to
<br />Services on a schedule acceptable to Owner, and Owner resolve the dispute by direct negotiation or mediation.
<br />shall pay HNTB for all the Services performed plus
<br />termination or suspension expenses. Upon restart of
<br />suspended Services, an equitable adjustment shall be made . . ...
<br />to HNTB's compensation and the Project schedule. ~. Shoul~ such negotiation or medlatlo~ fall to res~lve the
<br />dispute, either party may pursue resolution of the dispute by
<br />arbitration in accordance with the Construction Industry
<br />C. The provisions of this Article shall also apply to each Arbitration Rules of the American Arbitration Association;
<br />individual Task Order, separate and apart from any other provided, however, in the event the parties are unable to
<br />Task Orders, and without terminating or otherwise affecting reach agreement to arbitrate under terms reasonably
<br />this Agreement as a whole. acceptable to both parties, either party may pursue
<br />ARTICLE 15 _ DELAY IN PERFORMANCE resolution in any court having jurisdiction.
<br />A. Neither Owner nor HNTB shall be considered in default of
<br />this Agreement or any Task Order for delays in performance C. During the pendency of any dispute, the parties shall
<br />caused by circumstances beyond the reasonable control of continue diligently to fulfill their respective obligations
<br />the nonperforming party. . For purposes of this Agreement, hereunder.
<br />such circumstances include, but are not limited to, abnormal
<br />weather conditions; floods; earthquakes; fire; epidemics; war,ARTICLE 18 - EQUAL EMPLOYMENT OPPORTUNITY
<br />riots, and other civil disturbances; strikes, lockouts, work
<br />
<br />ARTICLE 14 - TERMINATION AND SUSPENSION
<br />A. This Agreement may be terminated by either party upon
<br />written notice in the event of substantial failure by the other
<br />party to perform in accordance with the terms of this
<br />Agreement; provided, however, the nonperforming party
<br />shall have 14 calendar days from the receipt of the
<br />termination notice to cure or to submit a plan for cure
<br />acceptable to the other party.
<br />
<br />B. Nothing contained in this Article shall be construed to
<br />restrict the transmission of routine communications between
<br />representatives of Owner and HNTB.
<br />
<br />A. HNTB hereby affirms its support of affirmative action and
<br />
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<br />9/24/2008
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