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<br />e
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<br />E. The CONSULTANT agrees to maintain errors and omissions liability insurance in the
<br />amount of not less than One Million Dollars (S1,OOO,OOO.00) annual aggregate, on a
<br />claim made basis, as long as reasonably available under standard policies.
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<br />13.2 Indemnification: CONSULTANT shall indemnify, save harmless and defend the CITY, its
<br />officers, agents, servants and employees from all suits, actions, causes of action, losses,
<br />damages, daims, injuries, or liability of any character, type, or description, including without
<br />limiting the generality of the foregoing, all expenses of litigation, court costs, and attomey's
<br />fees for loss, damage, injury or death to any person, or loss, damage or injury to any
<br />property, received or sustained by any person or persons or property, arising out of, or
<br />occasioned by, the negligent acts or omissions of CONSULTANT or its agents or employees,
<br />in the execution of performance of the Agreement.
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<br />ARTICLE XIV
<br />MISCELLANEOUS PROVISIONS
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<br />14.1 Neither the CITY nor CONSULTANT shall be required to perform any term, condition, or
<br />covenant of this AGREEMENT while such performance is delayed or prevented by acts of
<br />God, material or labor restriction by any governmental authority, civil riot, floods, hurricanes,
<br />or other natural disasters, any other cause not within the control of the CITY or
<br />CONSULTANT that by the exercise of due diligence the CITY or CONSULTANT is unable,
<br />wholly or in part, to prevent or overcome and supersedes all prior agreements and
<br />understanding between CITY and CONSULTANT concerning the subject matter of this
<br />Agreement.
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<br />14.2 This Agreement constitutes the entire agreement between the CITY and CONSULTANT.
<br />No agreements, amendments, modifications, implied or otherwise, shall be binding on any
<br />of the parties unless set forth in writing and signed by both parties.
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<br />14.3 The CITY and CONSULTANT agree that this Agreement shall be construed in accordance
<br />with the laws of the State of Texas. Any legal dispute between the parties shall be resolved
<br />in the following manner:
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<br />The parties will in attenpt in good faith to resolve any controversy or claim arising out of or
<br />relating to this agreement promptly by megotiation between senior executives of the parties
<br />who have the authority to settle the controversy.
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<br />The disputing party shall give the other party written notice of the dispute. Within ten days
<br />after receipt of said notice, the receiving party shall submit to the other a written response.
<br />The notice and response shall include (a) a statement of each party's position and a
<br />summary of the evidence and arguments supporting its position, and (b) the name and title
<br />of the executive who will represent the party. The executive shall meet at a mutually
<br />acceptable time and place within twenty days of the date of the disputing party's notice and
<br />thereafter as often as they reasonably deem necessary to exchange relevant information and
<br />to attempt to resolve the dispute.
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<br />If the controversy or claim has not been resolved within thirty days of the meeting of the
<br />senior executives, the parties shall endeaver to settle the dispute by mediation under the
<br />Construction Industry Rules of the American Arbitration Association.
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<br />If the matter has not been resolved pursuant to the aforsaid mediation procedure within
<br />ninety days of the commencement of such procedure, (which period may be extended by
<br />mutual agreement), or if either party will not participate in such procedure, the controversy
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