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2S-G ARTICLE 5 OWNERSHIP AND USE OF INFORMATION AND DOCUMENTS 5.1 All original documents prepared by the ENGINEER for this Project shall become the property of the CITY. However, ENGINEER shall not be responsible, and liability is hereby waived by CITY against ENGINEER, and CITY shall indemnify ENGINEER from any and all losses, claims, demands and causes of action resulting from CITY's intentional, willful, and wanton wrongful use of documents. u 5.2 All documents, software, computer files and data furnished by the ::ITY to the ENGINEER for this Project shall remain the property of the ::ITY. ENGINEER may use, and make copies of, this information in connection with ENGINEER's services under this Agreement. ENGINEER acknowledges that this information is not intended for reuse by ENGINEER or others for any other purpose. 5.3 The information, analyses and documents collected and prepared by ENGINEER under this Agreement may be relevant to litigation in which the CITY is or may be involved, and ENGINEER shal1 not disclose or make such information accessible to anyone outside the CITY except with the approval of the CITY or in compliance with appropriate legal process. ARTICLE 6 TERMINATION OF AGREEMENT . 6.1 This Agreement may be terminated by either party upon fifteen (15) days prior written notice should the other party fail substantially to perform in accordance with its terms through no fault of the party initiating the termination. 6.2 This Agreement may be terminated at will by the CITY upon at least fifteen (1.5) days prior written notice to the ENGINEER. 6.3 In the event of termination as provided in this Article, the ENGINEER shall be compensated for all services performed to termination date which are deemed by the CITY to be in accordance with this Agreement. Such amount shall be paid by the CITY upon the ENGINEER's delivering or otherwise making available to the CITY, all data, drawings, specifications, reports, estimates, summaries, and such other information and materials as may have been accumulated by the ENGINEER in performing the services included in this Agreement, whether completed or in progress. The expense of the reproduction of these items shall be borne by the CITY. ARTICLE 7 MISCELLANEOUS PROVISIONS 7.1 This Agreement shall be governed by the law of the State of Texas. Exclusive venue for any dispute arising under this Agreement shall be in Hays County, Texas. 7.2 As between the parties to this Agreement, as to all acts or failures to act by either party to this Agreement, any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events when the ~arty commencing said cause of action knew or should have known of the =xistence of the subject acts(s) or failure(s) to act. .- 7.3 The ENGINEER hereby agrees to hold harmless and indemnify the CITY and its officers and employees from and against any and all lawsuits, claims, demands and causes of action of~any kind arising from the negligent or intentional wrongful acts of the ENGINEER, its employees or agents. This shall include, but not be limited to, the amounts of judgments, penalties, interest, court costs, legal fees, and all other expenses incurred by the CITY arising in favor of any party, including the amounts of any damages or awards resulting from claims, demands and causes of action for personal injuries, death or damages to property. This Agreement by ENGINEER shall not be limited by reason of the specification of any particular insurance coverage in this Agreement. -8-