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ARTICLE IV INDEMNIFICATION / IMMUNITY / INSURANCE <br />4.1 To the extent authorized by Texas law, and without waiving any immunity or limitation <br />on liability granted under Texas law, each Party agrees to release, defend, indemnify, <br />and hold harmless the other Party (and its officers, agents, and employees) from and <br />against all claims, losses, damages, cause or causes of action for injuries (including <br />death), property damages (including loss of use), and any other losses, demands, suits, <br />judgments, and costs in any way arising out of, related to, or resulting from the <br />indemnifying Party's breach or default in the performance of any ofits obligations under <br />this Agreement, or caused by the negligent acts or omissions of its respective officers, <br />agents, employees, or any other third Parties for whom it is legally responsible in <br />connection with performing this Agreement. This Agreement and the indemnity <br />provided herein is not intended to and will not create any cause of action for the benefit <br />of third parties or any person not a Party to this Agreement. This indemnity will survive <br />the termination or expiration of this Agreement. <br />4.2 It is expressly understood and agreed that, in the execution of this Agreement, no Party <br />waives, nor will be deemed hereby to have waived, any immunity or defense that would <br />otherwise be available to it against claims arising in the exercise of governmental powers <br />and functions. By entering into this Agreement, the Parties do not create any obligations, <br />express or implied, other than those set forth herein, and this Agreement will not create any <br />rights in Parties not signatories hereto. <br />ARTICLE V COMPENSATION <br />5.1 During the first year of this Agreement, in consideration of the City's Shared Use of the <br />System, as granted by the County, the City will pay the County an annual fee of $3,000.00. <br />For all subsequent years of this Agreement the annual fee may be adjusted by <br />recommendation of the CECC Executive Board to cover additional costs associated with <br />Technology Maintenance and Replacement. Notice of an increase in the annual fee shall <br />be provided to the City at least ninety (90) days prior the end of any annual contract term. <br />Notwithstanding anything to the contrary in Subsection 2.2, the City may terminate this <br />Agreement if it objects to any such cost increase by providing written notice of termination <br />to the County stating such objection at least 60 days before the end of the annual contract <br />term. Payments for the annual fee will be made to the County by April 1St of each contract <br />year. <br />ARTICLE VI MISCELLANEOUS <br />6.1 Applicable Law. This Agreement is governed by the laws of the State of Texas. <br />6.2 Place of Performance. Performance and exclusive venue for any dispute arising under this <br />Agreement is in Hays County, Texas. <br />6.3 Entire Agreement. This Agreement, including any appendices and attachments, recitals <br />and exhibits represents the entire and integrated Agreement between the Parties and <br />supersedes all prior proposals, negotiations, representations, agreements, arrangements or <br />understandings either written or oral between the Parties. No verbal agreement or <br />4 <br />