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<br />TxDOT Contract No. PT 2005-001-01 <br /> <br />All notices shall be deemed given on the date delivered in person or deposited in the mail. <br />Either party may change the above address by sending written notice of the change to the <br />other party. Either party may request in writing that notices shall be delivered personally or <br />by certified U.S. mail, and that request shall be carried out by the other party. <br /> <br />18. Assignment and Subcontracts <br />An assignment of this agreement may not be executed by the Developer without prior <br />written authorization by the Department, except that this agreement may be assigned by <br />the Developer in whole or in part, including the receipt of payments under this agreement, <br />to a local government corporation created by the Developer to assist with financing the <br />project, as long as the Developer remains ultimately responsible to TxDOT for those rights <br />and duties. Subcontracts in excess of $25,000 shall contain all applicable terms and <br />conditions of this contract. No subcontract will relieve the Developer of its responsibility <br />under this contract. Neither party shall assign any interest in this agreement. <br /> <br />19. Ownership of Property <br />After completion or termination of this agreement, all documents prepared by the <br />Department shall remain the property of the Department. All data prepared under this <br />agreement shall be made available to the Department without restriction or limitation on <br />further use. All documents produced or approved or otherwise created by the Developer <br />shall be transmitted to the Department in the form of photocopy reproduction as <br />reasonably required by the Department. The originals shall remain the property of the <br />Developer. The Developer shall grant the Department an irrevocable, perpetual, <br />nonexclusive license to use all intellectual property acquired or developed under this <br />contract. <br /> <br />20. Developer Resources <br />All employees of the Developer shall have adequate knowledge and experience to enable <br />them to perform the duties assigned to them. The Developer certifies that it currently has <br />adequate qualified personnel in its employment to perform the work required under this <br />contract or will be able to obtain adequate qualified personnel from sources other than the <br />Department. On receipt of written notice from the Department detailing supporting factors <br />and evidence, the Developer shall remove from the Project any employee of the Developer <br />who is incompetent or whose conduct becomes detrimental to the work. Unless otherwise <br />specified, the Developer shall furnish all equipment, materials, supplies, and other <br />resources required to perform the work. <br /> <br />21. Responsibilities of the Parties <br />Each party acknowledges that it is not an agent, servant, or employee of the other party. <br />Each party is responsible for its own acts and deeds and for those of its agents, servants, <br />or employees. <br /> <br />22. Compliance with Laws <br />The parties shall comply with all federal, state, and local laws, statutes, ordinances, rules, <br />and regulations, and with the orders and decrees of any courts or administrative bodies or <br />tribunals in any manner affecting the performance of this agreement. When requested, the <br />Developer shall furnish the Department with satisfactory proof of this compliance. The <br />Developer shall provide or obtain all applicable permits, plans, or other documentation <br />required by a federal or state entity. <br /> <br />Page 7 of 1 0 <br />