Engineering Service Contract

ENGINEERING SERVICE CONTRACT

SYSTEM DESIGN AND CONSTRUCTION INSPECTION





AGREEMENT made July 27, 1998, between ALAMOSA PCS, LLC. (hereinafter called the "Owner") and HICKS & RAGLAND ENGINEERING CO., INC. (hereinafter called the "Engineer").



WHEREAS, the Owner proposes to implement certain additions, rehabilitations or improvements to its system (all such improvements, rehabilitation, new construction with its associated facilities being hereinafter called t he "Project" TEXAS 907); and



WHEREAS, the Owner desires the Engineer to perform certain engineering services in connection with the Project; and



WHEREAS, the Engineer represents that it has access to sufficient experienced personnel and equipment to perform such engineering services for the Project.



NOW, THEREFORE, in consideration of the mutual undertakings herein contained, the parties hereto agree as follows:



SECTION 1. FINANCING OF THE PROJECT. The financing of the Project, including costs of materials, construction, installation, and engineering will be the responsibility of the Owner.



SECTION 2. GENERAL OBLIGATION. The Engineer shall diligently and competently render engineering services which shall be reasonably necessa ry or advisable for the expeditious, economical, and sound design of that portion of the Project included in the Attachments and for such other preparatory work as is necessary to place such portion of the Project in service, except where such duties are excluded from the terms of this Agreement.



2.01 DESCRIPTION OF PROJECT. The Engineer shall perform the services identified in the Attachments for the Owner's Project as described in general below.



Provide Engineering Services for implementation of a PCS system in the Owner's Markets. The Owner, as an Affiliate of Sprint, has the rights to serve areas in Texas, New Mexico, Colorado and Arizona as defined in the Sprint agreement Service Area. The Sco p e of Work is outlined in Attachment C. The Contract will cover the deployment of mobile switching centers and base stations for the pre-op period, year 1 and year 2. Estimates are based upon the deployment of three switching centers: Lubbock, Albuquerque a nd El Paso. Estimates are also based upon deployment of owner supplied base station estimates. The estimated fees are based upon base station deployment as follows: pre op - 103 base stations, year 1 - 89 base stations, and year 2 - 25 base stations. The P re op period will run through December 1998. Year 1 services will be from January 1999 through December 1999. Year 2 services will be from January 2000 through December 2000. This contract excludes services associated with tower and site work which will b e provided by others.



SECTION 3. TERMS AND CONDITIONS.



3.01 INSURANCE. The Engineer shall take out and maintain throughout the contract period the following minimum insurance:



a. Workmen's compensation insurance in statutory limits covering all employees

of the Engineer who shall perform any of the obligations of the Engineer

hereunder, whether or not such insurance is required by the laws of the

State governing the employment of any such employee. If any employee is not

subject to the workmen's compensation





laws of such State, such insurance shall extend to such employee, voluntary

coverage to the same extent as though such employee were subject to such



b. Public liability and property damage liability insurance covering all

operations under the contact; limits for bodily injury or death, not less

than $1,000,000 for each occurrence; for property damage, not less than

$1,000,000 for each occurrence and $1,000,000 aggregate for occurrences

during the policy period.



c. Automobile liability insurance on all vehicles used in connection with the

contract whether owned, non-owned, or hired; public liability limits of not

less then $1,000,000 for one person and $1,000,000 for each occurrence;

property damage limit of $1,000,000 for each occurrence.



The Engineer shall furnish the Owner a certificate evidencing compliance with the foregoing requirements which shall provide not less than thirty (30) days prior written notice to the Owner of any cancellation or material reduction in the insurance.



3.02 PROJECT SCHEDULE. The Engineer shall prepare in collaboration with the Owner, a work and progress report schedule.



3.03 PLANS AND SPECIFICATIONS. Complete and detailed plans and spec ifications, drawings, maps, and other documents as required for the construction of the Project (all of the foregoing being herein sometimes collectively called the "Plans and Specifications"), shall be prepared by the Engineer, pursuant to the various At tachments to this Agreement, and made a part hereof.



3.04 GOVERNING LAW. This Agreement shall be governed by the laws of the State of Texas.



3.05 STANDARDS. All maps, drawings, plans, specifications, estimates, studies and other documents required to be p repared or submitted by the Engineer under this Agreement shall conform to industry standards generally acceptable at the date of this Agreement.



3.06 TERMINATION BY OWNER. The Owner may at any time terminate this Agreement for cause by giving notice to t he Engineer, in writing, to that effect not less than thirty (30) days prior to the effective date of termination specified in this notice. Such notice shall be deemed given if delivered or mailed to the last known address of the Engineer. From and after the effective date specified in such notice this Agreement shall be terminated. In the event of such termination, the Owner shall immediately pay Engineer for all work performed on a Time & Expense basis prior to the date of termination.



3.07 TERMINATION B Y THE ENGINEER. The Engineer may at any time terminate this Agreement by giving notice to the Owner, in writing, to that effect not less than thirty (30) days prior to the effective date of termination specified in this notice. Such notice shall be deemed given if delivered or mailed to the last known address of the Owner. From and after the effective date specified in such notice this Agreement shall be terminated, except that the Engineer shall be entitled to receive compensation for services performed h ereunder, computed and payable as set forth in Section 3, 3.06 and 3.13.



3.08 OWNERSHIP OF DOCUMENTS. All reports, plans, specifications, computer files and other documents prepared by the Engineer as instruments of service shall remain the property of the Engineer. The Engineer shall retain all common law, statutory and other reserved rights including copyrights.



3.09 EMPLOYEES' QUALIFICATIONS. The obligations and duties to be performed by the Engineer under this Agreement shall be performed by persons qu alified to perform such duties efficiently. The Engineer, if the Owner shall so direct, shall promptly replace any resident engineer or other person employed by the Engineer in connection with the Project.



The term engineer or resident engineer as used in this Agreement shall mean a person properly trained and experienced to perform the services required under the terms of this Agreement, and does not mean that the person performing those duties must be a licensed or a registered professional engineer.







3.10 LICENSE. The engineer shall comply with all applicable statutes pertaining to engineering and warrants that David E. Sharbutt who will be in responsible charge of the Project possesses license number 41663 issued to him by the State of Texas on the 3 0th day of June, 1977.



3.11 PAYMENTS OF ENGINEER'S EMPLOYEES. Prior to the time when any payment shall be made to the Engineer pursuant to this Agreement, the Engineer, as requested by the Owner, shall furnish to the Owner, as a condition precedent to such payment, a certificate to the effect that all salaries or wages earned by the employees of the Engineer in connection with the Project have been fully paid by the Engineer up to and including a date not more than thirty (30) days prior to the date of suc h invoice. Before the time when the final payment provided to be made pursuant to this Agreement shall be made to the Engineer by the Owner, the Engineer shall also furnish to the Owner as a condition precedent to such payment a certificate that all of the employees of the Engineer have been paid by him for services rendered by them in connection with the Project, and that all other obligations which might become a lien upon the Project have been paid.



3.12 ENGINEER'S RECORDS. The Owner shall have the right to inspect and audit all payrolls, records, and accounts of the Engineer relevant to the work for the Purposes of this Agreement and the Engineer agrees to provide all reasonable facilities necessary for such inspection and audit.



3.13 COMPENSATION. For the purpose of this Agreement, compensation for each type of work covered by the Attachments and thereby made a part of this Agreement shall be as outlined below.



a. TIME & EXPENSE. The Owner shall pay the Engineer for all services

performed pursuant this Agreement, "Time & Expense" compensation as

defined below (not to exceed the Guaranteed Maximum Fee amount defined

in Form P506).



1. TIME RATES. For services defined as Time & Expense, the Time

rates will include all costs associated with the employee except

for those listed in 2 and 3 below. The hourly rates are

identified in the Attachments and will be multiplied by the

number of hours expended in each job category to determine the

Time Rates.



2. EXPENSE RATES. These will include subsistence expense, if any,

paid to (or on behalf of) employees, plus reasonable

transportation cost of employees, plus a fee of 7% of billed

labor to cover the cost of prints, mailing and transportation

expenses relating to printed and other materials and equipment,

and telephone and telecommunications expenses.



3. TEST EQUIPMENT AND COMPUTER USAGE. The Owner will pay the

Engineer for the costs of test equipment and computer usage as

identified in the Attachments.



4. REVIEW OF RATES. The Time rates and Test Equipment and Computer

Usage rates attached are valid until July 1, 1999. Beginning on

July 1, 1999 and on each subsequent anniversary of this Agreement

new Rates shall be mutually agreed to by both Parties, until

Completion or Termination of this Agreement.



b. GUARANTEED MAXIMUM FEE. The engineering cost identified in Form P506 as

the Guaranteed Maximum Fee is based upon the time and expense billing of

the project as defined in 2.01 Description of the Project.



CONTINGENCIES. The Guaranteed Maximum Fee in this engineering contract is based upon a set amount of construction. In the implementation of a PCS project there are many uncertainties. The fees do not include any contingency costs that may or may not have been projected by the Owner. These contingencies, should they occur, will require additional engineering to ensure that the Owner's system performs as required. Should any additional sites , beyond those identified in 2.01 Description of Project, require additional engineering expenditures, the Guaranteed Maximum Fee of this contract will be automatically amended to add any additional sites the owner requires due to any contingencies. The Gu aranteed







Maximum Fee will be amended upward on a per site fee. The per site fee will be the amount of the Guaranteed Maximum Fee of the original scope divided by the number of sites in the original scope.



INCENTIVE BONUS. The Owner and the Engineer mutu ally agree to strive to complete the work defined in this Agreement at a cost less that the Guaranteed Maximum Fee (GMF) amount defined in Form P506. As an incentive to reduce the cost of engineering, if the total billing for the project is less than the amount defined as the GMF, the Engineer will be paid an amount equal to 50% of the difference between the GMF and the total billing as an Incentive Bonus. The incentive bonus will be paid based upon the identified periods on the P506 forms as follows.



PRE OP INCENTIVE. The amount of incentive payable at the conclusion of the pre op period will be 75% of the calculated incentive amount due. The remaining 25% will be held as a reserve for future periods. The incentive amount due is calculated by tak ing the GMF for the pre op period less the actual billing as follows.



Incentive amount = [Pre op GMF - Pre op billing]*50%

Incentive payable = incentive amount * 75%



The incentive payable will be determined within 45 days after the completion of the pre op period as defined in this agreement.



YEAR 1 INCENTIVE. The amount of incentive payable at the conclusion of the year 1 period will be 75% of the calculated incentive amount due. The remaining 25% will be h eld as a reserve for future periods. The incentive amount due is calculated by taking the GMF for all periods to date less the actual billing for all periods as follows.



Incentive amount = [Pre op GMF + Year 1 GMF - Pre op billing -

Year 1 times billing]*50%

Incentive payable = incentive amount * 75% - pre op incentive



The incentive payable will be determined within 45 days after the completion of the year 1 period as defined in this agreement.



YEAR 2 (CONTRACT) INCENTIVE. The amount of incentive payable at the conclusion of the contract which is the year 2 period is calculated by taking the GMF for all periods to date less the actual billing for all periods as follows.



Incentive amount = [Total GMF - Total billing]*50%

Incentive payable = incentive amount - total incentive paid to



The incentive payable will be determined within 45 days after the completion of the Contract period as defined in this agreement.



3.14 TAXES. Compensation payable to the Engineer under any of the attachments to this Agreement shall be in addition to taxes, or levies, (excluding Federal, State and Local Income Taxes), which may be assessed against the Engineer by the Stat e or political sub-division directly on services performed or payments for services performed by the Engineer pursuant to this Agreement. Such taxes or levies, which the Engineer may be required to collect or pay, shall, in turn, be added by the Engineer to invoices submitted to the Owner pursuant to this Agreement.



3.15 INTEREST. Interest at the rate of TWELVE percent (12%) per annum shall be paid by the Owner to the Engineer on any unpaid balance due the Engineer, commencing thirty (45) days after the du e date, provided that the delay in payment beyond due date shall not have been caused by any conditions within the control of the Engineer. Such compensation shall be paid ten (10) days after the amount of the interest has been determined.



All amounts received by Engineer shall be applied first to accrued unpaid interest and then to outstanding invoices for services and associated expenses.



3.16 NON-ASSIGNMENT. The obligations of the Engineer under this Agreement shall not be assigned without the approval in writing of the Owner.



3.17 ATTACHMENTS. The following listed Attachments, when checked in appropriate boxes, are attached to and made a part of this Agreement, by this reference.



/ XX / Attachment A - Hourly Billing Rates







/ XX / Attachment B - Test Equipment and Computer Usage Rates



/ XX / Attachment C - PCS Engineering Services



/ XX / Form P506 - Guaranteed Maximum Fee for PCS Engineering Services



3.18 SERVICE ADDITION. If after execution of this Agreement, a service not listed as an Attachment in Paragraph 3.17 above is added to a this Agreement, an amendment to this Agreement is required.



3.19 INVOICE INFORMATION. The Engineer shall furnish to the Owner detailed itemized invoices on a monthly basis.



3.20 ENGINEERING FEE. The total cost of engineering shall not exceed the Guaranteed Maximum Fee as set out in Form P506. Any change to the Scope of Work outlined in Attachment C will require a contract amendment.



3.21 COMPENSATION FOR CORRECTIONS. No compensation shall be due or payable to the Engineer, pursuant to this Agreement, for any engineering services performed by the Engineer in connection with effecting of corrections to the Design of the Pr oject, when such corrections are required as a direct result of negligence by the Engineer to properly fulfill any of his obligations as set forth in this Agreement.



3.22 COMPENSATION PAYMENT. Compensation payable shall be due and payable ten (10) days af ter approval of the Owner of the services performed. The Engineer's invoice shall include detail of the services performed. The Owner must notify the Engineer within ten (10) days of receipt of invoice of any discrepancies which require correction or of a n y additions as a precedent for payment of such charges. If no discrepancies are noted within ten (10) days of receipt of invoice, the invoice will be considered to be approved. On invoices where discrepancies are noted, all charges not identified for corr ection will be considered approved and shall be due ten (10) days from the date of the notification.



3.23 INDEMNIFICATION. Engineer shall hold Owner and Owner's employee's agents, officers, and directors, harmless from any and all claims for injuries to pe rsons or for damage to property happening by reason of any negligence, default or misconduct, on the part of the Engineer, his agents, servants or employees, during the performance of this contract. This indemnity shall include, but not be limited to, all expenses of litigation, court costs and reasonable attorney's fees.



Owner shall hold Engineer and Engineer's employee's agents, officers, and directors, harmless from any and all claims for injuries to persons or for damage to property happening by reason of any negligence, default or misconduct, on the part of the Owner, his agents, servants or employees, during the performance of this contract. This indemnity shall include, but not be limited to, all expenses of litigation, court costs and reasonable at torney's fees.



3.24 LIMITATION OF LIABILITY. In no event will Engineer be liable for consequential damages, including lost profits, loss of investment, or other incidental damages incurred from Owner's investment based on the Scope of Work to be performed by Engineer under this Agreement. The Engineer's total liability for work performed shall never exceed the amount paid by the Owner for services performed under this Agreement.



3.25 FORCE MAJEURE. If the performance of the Agreement, or of any obligation hereunder is prevented, restricted or interfered with by reason of fires, breakdown of plant, labor disputes, embargoes, government ordinances or requirements, civil or military authorities, acts of God or the public enemy, acts or omissions of carriers, o r other causes beyond the reasonable control of the party whose performance is affect ...