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<br />4. Liabilitv Limitation: ENGINEER agrees to indemnity and save harmless the OTY, its
<br />officials, agents, servants, officers, directors and employees from and against all claims,
<br />expenses, demands, judgments and causes of action for personal injury or death or damage
<br />to property where, and to the extent that, such claims, expenses, demands, judgments or
<br />causes of action arise from ENGINEER's negligence.
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<br />5. Termination: This AGREEMENT may be terminated by either party upon seven days'
<br />written notice in the event of substantial failure by the other party to perform in accordance
<br />with the terms hereof through no fault of the terminating party; provided, however, that
<br />in any such case, the ENGINEER shall be paid the reasonable value of the services rendered
<br />up to the time of termination on the basis of the payment provisions of this AGREEMENT.
<br />If this AGREEMENT is terminated, copies of all completed or partially completed designs,
<br />plans and specifications prepared under this AGREEMENT shall be delivered to the CITY
<br />when the ENGINEER has received payment. It is mutually agreed that the CITY will use
<br />them solely in connection with this PROJECT, except with the express written consent of
<br />the ENGINEER.
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<br />6. Bindine Upon Successors: This AGREEMENT shall be binding upon the undersigned
<br />parties, their successors, partners, assigns, and legal representatives.
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<br />7. Venue: Venue and jurisdiction of any suit, right or cause of action arising under or in
<br />connection with this AGREEMENT shall be in Lamar County, Texas.
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<br />8. Access to Documents: Duly authorized representatives of the CITY, TxDOT, Division of
<br />Aviation, shall have access to any books, documents, papers, and records of ENGINEER
<br />which are directly pertinent to the PROJECT, for the purpose of making audits,
<br />examinations, excerpts, and transcriptions. ENGINEER will retain all records pertinent to
<br />the PROJECT for three (3) years after CITY makes final payment and all other pending
<br />matters are closed.
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<br />9. Causes of action between the parties to this AGREEMENT pertaining to acts or failures to
<br />act shall be deemed to have accrued and the applicable statutes of limitations shall
<br />commence to run not later than either the date of Substantial Completion for acts or failures
<br />to act occurring prior to Substantial Completion, or the date of issuance of the final
<br />Certificate for Payment for acts or failures to act occurring after Substantial Completion.
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<br />10. Title VI Assurances: During the performance of this AGREEMENT, the ENGINEER, for
<br />itself, its assignees and successors in interest agrees as follows:
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<br />(a) ComDliance with Re~ations. The ENGINEER shall comply with the Regulations
<br />relative to nondiscrimination in Federally assisted programs of the Department of
<br />Transportation (hereinafter, "DOT') Title 49, Code of Federal Regulations, Part 21, as
<br />they may be amended from time to time, (hereinafter referred to as the Regulations),
<br />which are herein incorporated by reference and made a part of this AGREEMENT. .
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<br />(b) Nondiscrimination. The ENGINEER with regard to the services performed by it
<br />during the AGREEMENT, shall not discriminate on the grounds of race, color, or
<br />national origin in the selection and retention of subcontractors, including procurement
<br />of materials and leases of equipment. The ENGINEER shall not participate either
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