attributing to Section 13(c) of the Federal Transit Act of 1964, as amended, the total of which is
hereinafter referred to as "termination costs.” lf SVTC has paid CITY sums in excess of the
termination costs, CITY shall refund the excess; if SVTC has paid CITY an amount less than the
termination costs, then SVTC shall pay to CITY an amount equal to the difference between the
termination costs and the amount that SVTC has already paid under this Agreement within thirty
(30) days.
5.5 Additional Work.
Additional work, when authorized by executed contract change order or supplement agreement,
shall be compensated for by a fee, mutually agreed upon by CITY and SVTC.
5.6 Successors and Assigns.
This Agreement shall not be assignable, except at the written consent of the parties hereto; and
it shall extend to and be binding upon the heirs, executors, administrators, successors and
assigns of the parties hereto.
5.7 Title Vi Assurances
The parties hereby agree that as a condition of this Agreement, they will comply with Title VI of
the Civil Rights Act of 1964, and all requirements imposed by or pursuant to Title 49, Code of
Federal Regulations, Department of Transportation, to the end that no person in the United
States shall, on the grounds of race, color sex or national origin be subjected to discrimination
under any program or activity that receives federal assistance from the Department of
Transportation, including the Federal Transit Administration.
5.8 Civil Rights
The parties agree that as a condition of this Agreement they will each comply with all applicable
civil rights laws and regulations, in accordance with applicable Federal directives, except to the
extent that the Federal government determines otherwise in writing, as such civil rights laws and
regulations may be amended from time to time.
SECTION 6: INDEMNIFICATION
Each party to this Agreement agrees to defend, indemnify, save and hold harmless the other
(and each of their respective directors, officers, agents and employees) from and against all
liabilities, suits, obligations, claims, demands, damages, fines, costs and expenses (including
reasonable attorney's fees) arising under this Agreement to the extent that such are attributable,
directly or indirectly, to the indemnifying party's negligence, error, omission or intentional act. An
indemnifying party's negligence, error, omission or intentional act, as that phrase is used herein,
includes the negligence, error, omission or intentional act of its officers, agents and employees.
This provision shall survive the termination of this Agreement.
SECTION 7: AMENDMENT
This Agreement may be amended in whole or in part by written agreement of the parties.
SECTION 8: RELATIONSHIP OF PARTIES
Each party to this Agreement shall act in its individual capacity and not as an agent, employee,
partner, joint venturer, associate, or any other representative capacity of the other, Each party
shail be solely and entirely responsible for its acts or the acts of its agents and employees
during the performance of this Agreement.
