2011-092 RES APPROVING LANDSCAPE PARTNERSHIP PROGRAM AGREEMENT BETWEEN THE CITY AND TXDOT

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ARTICLE 16. ORDER OF DOCUMENT PRECEDENCE In the event of any conflict among the elements of this agreement, they should prevail in this order A. This Agreement, B. Attachment A, Landscape Plan, C. The current edition of the Design Division's Landscape Partnership Program Guidelines, D. Attachment B, Work Responsibilities, E. Attachment C, Project Work Schedule. ARTICLE 17. CONFIDENTIALITY The Local Government shall not disclose information obtained from the State under this contract without the express written consent of the State. ARTICLE 18. ASSIGNMENTS OR SUBCONTRACTS The Local Government shall not assign or otherwise transfer their obligations under this agreement except with prior written consent of TxDOT. Subcontracts in excess of $25,000 shall contain all applicable terms and conditions of this contract. A copy of the subcontract must be sent to TxDOT immediately following execution. ARTICLE 19. INDEMNIFICIATION A. Errors, Omissions, Negligent Acts. To the extent permitted by law, the Local Government shall indemnify and save harmless the State and its officers and employees from all claims and liability due to activities of itself, its agents, or employees, which are performed under this contract and which are caused by or result from error, omission, or act of the Local Government, its agent, or any person employed by the Local Government. B. Attorney Fees. The Local Government shall also indemnify and save harmless the State from any and all expense, including, but not limited to, attorney fees, which may be incurred by the State in litigation or otherwise resisting a claim or liabilities that may be imposed on the State as a result of error, omission, or act of the Local Government, its agents, or its employees. ARTICLE 20. COMPLIANCE WITH LAWS The Local Government performance shall be in compliance with all federal, state, and local laws, ordinances, and regulations including but not limited to: ♦ the Endangered Species Act of 1973, 16 USC Section 1531 et seq., and the regulations there as amended; ♦ TxDOT erosion and sedimentation control standards and TxDOT Vegetation and Management Standards, which may in any way regulate or control the activity; and ♦ all state and federal environmental laws and any conditions required by the State to protect the environment. ARTICLE 21. STATE AUDITOR The state auditor may conduct an audit or investigation of any entity receiving funds from the state directly under the contract or indirectly through a subcontract under the contract. Acceptance of funds directly under the contract or indirectly through a subcontract under this contract acts as acceptance of the authority of the state auditor, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. An entity that is the subject of an audit or investigation must provide the state auditor with access to any information the state auditor considers relevant to the investigation or audit. ARTICLE 22. INSURANCE If the Local Government or its subcontractors shall perform work on the State's right of way, the Local Government or its subcontractors shall maintain insurance on file with Contract Services of the Texas Department of Transportation in the amount specified on Texas Department of Transportation Form 1560-CSS, Certificate of Insurance, as required by the State. No other proof of insurance is acceptable to the State. The Local Government or its subcontractors certifies that it shall keep current insurance on file with that office for the duration of the contract period. If insurance lapses during the contract period, the Local Government or its subcontractors must stop work until a new certificate of insurance is provided. Landscape-Partnership_Govt Page 4 of 8 Rev. 01/22/08