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<br />7. Either party may terminate this agreement by providing 30 days advance written notice. <br /> <br />8. DMS agrees to indemnify, defend and hold the City other harmless, against all damages, <br />liabilities or costs, including reasonable attorneys' fees and defense costs, arising in connection <br />with the negligence or willful misconduct of DMS or its agents, employees or representatives <br />under this agreement. <br /> <br />9. Neither party may assign any of its rights, or delegate or subcontract any of its duties under this <br />agreement, in whole or in part, without the prior written consent of the other party. <br /> <br />10. This agreement, including appendices and referenced attachments, constitutes the entire <br />agreement between the City and DMS on this subject and supersedes all other proposals, <br />presentations, representations, and communications, whether oral or written, between the parties. <br />This agreement may be amended only by a written document that is duly approved and executed <br />by all parties. <br /> <br />11. DMS agrees not to engage in employment practices which have the purpose or effect of <br />discriminating against employees or prospective employees because of race, color, sex, religion, <br />age, disability, national origin, or ancestry. A breach of this covenant may be regarded as a <br />default by DMS ofthis agreement. <br /> <br />12. This agreement shall be governed by the laws ofthe State of Texas. Exclusive venue for any legal <br />dispute arising under this agreement shall be in Hays County, Texas. The City's execution of and <br />performance under this agreement will not act as a waiver of any immunity of the City to suit or <br />liability under applicable law. The parties acknowledge that the City, in executing and performing <br />this Agreement, is a governmental entity acting in a governmental capacity. <br /> <br />13. DMS will be in default of this agreement if DMS fails to comply with any term or condition of <br />this agreement. The City will notify DMS in writing of any default. DMS will take action to <br />correct the default within the correction period stated in the notice. If DMS fails to timely correct <br />the default, the City may immediately terminate this agreement in its entirety. The City's pursuit <br />of one or more remedies for any default by the Vendor will not constitute an election of remedies <br />by the City. <br /> <br />Please indicate your acceptance of this agreement by counter-signing below, and return one fully <br />executed copy to me. <br /> <br />Sincerely, <br /> <br />Approved and Accepted: <br />Digital Mapping Services, L.P. <br /> <br />J9ly <br /> <br />Dan O'Leary <br />City Manager <br /> <br />~d.~ <br />Signature. . <br /> <br />R,ßFR5 l. YO\J~fr V-p <br />Printed name, title <br /> <br />5/~,Jolf <br /> <br />Date <br />