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LIABILITY FOR ACTS OR OMISSIONS OF THIRD PARTIES; PAYMENT OF
<br /> ATTORNEYS' FEES;DISPUTE RESOLUTION; INDEMNITIES;AND CONFIDENTIALITY
<br /> (COLLECTIVELY, THE"LIMITATIONS"). ANY TERMS AND CONDITIONS IN THIS
<br /> AGREEMENT RELATED TO THE LIMITATIONS WILL NOT BE BINDING ON EITHER
<br /> PARTY EXCEPT TO THE EXTENT AUTHORIZED BY THE LAWS AND CONSTITUTION
<br /> OF THE STATE OF TEXAS.
<br /> 16.2 To the extent permitted by the laws and Constitution of the State of Texas, SUB-
<br /> RECIPIENT covenants and agrees to FULLY INDEMNIFY, HOLD HARMLESS AND
<br /> DEFEND City,employees,officers,director and representatives,individually or collectively,from
<br /> and against any and all costs, claims, liens, damages, losses, expenses, fees, fines, penalties,
<br /> proceedings,actions,demands,causes of action,liability and suits of any kind and nature,personal
<br /> or bodily injury,death and property damage,made upon City,caused by Sub-Recipient's willfully
<br /> negligent activities under this Agreement, including any acts or omissions of SUBRECIPIENT,
<br /> any agent, officer, director, representative, employee, consultant or subcontractor and their
<br /> respective officers, agents, employees, directors and representatives while exercising or
<br /> performance the rights or duties under this Agreement. The indemnity provided for in this
<br /> paragraph shall not apply to any liability resulting from the negligence of City, its officers or
<br /> employees. TO THE EXTENT PERMTITED BY THE LAWS AND CONSTITUTION OF THE
<br /> STATE OF TEXAS, IN THE EVENT SUB RECIPIENT AND CITY ARE FOUND JOINTLY
<br /> LIABLE BY A COURT OF COMPETENT JURISDICTION, LIABILITY SHALL BE
<br /> APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE
<br /> OF TEXAS, WITHOUT, HOWEVER, WAIVING ANY GOVERNMENTAL IMMUNITY
<br /> AVAILABLE TO EITHER PARTY UNDER TEXAS LAW AND WITHOUT WAIVING ANY
<br /> DEFENSES OF THE PARTIES UNDER TEXAS LAW. The provisions of this
<br /> INDEMNIFICATION are solely for the benefit of the Parties hereto and not intended to create or
<br /> grant any rights, contractual or otherwise,to any other person or entity. Each Party shall promptly
<br /> advise the other in writing of any claim or demand made known to said Party related to or arising
<br /> out of activities under this Agreement.
<br /> 16.3 Sub-Recipient acknowledges that it is not an agent, servant or employee of City
<br /> and that it is responsible for its own acts and deeds and for those of its agents, employees or
<br /> volunteers during the performance of this Agreement.
<br /> 16.4 With regard to insurance, City understands and acknowledges that Sub-Recipient
<br /> is an agency of the State of Texas and has only such authority to obtain insurance from third
<br /> parties as is granted to Sub-Recipient by state law or as may be reasonably implied by such
<br /> law. Sub-Recipient shall have no obligation under this Agreement to obtain policies of insurance
<br /> and shall have the right, in Sub-Recipient's sole discretion,to determine whether Sub-Recipient
<br /> will maintain policies of insurance, operate programs of self-insurance, or utilize any other
<br /> program of risk-protection in connection with Sub-Recipient's operations.
<br /> 16.5 Insurance:
<br /> (a) Sub-Recipient understands and agrees that, to the extent permitted by the
<br /> laws and Constitution of the State of Texas, any and all directors, employees, agents,
<br />
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