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SUBAWARD NO.001
<br /> 16.1 THE PARTIES ARE AWARE THAT THERE ARE CONSTITUTIONAL AND
<br /> STATUTORY LIMITATIONS ON THE AUTHORITY OF EITHER OF 'I'IlE PARTIES TO ENTER
<br /> INTO CERTAIN TERMS AND CONDITIONS OF THE AGREEMENT, INCLUDING BUT NOT
<br /> LIMITED TO, THOSE TERMS AND CONDITIONS RELATING TO LIENS ON STATE PROPERTY;
<br /> DISCLAIMERS AND LIMITATIONS OF WARRANTIES; DISCLAIMERS AND LIMITATIONS OF
<br /> LIABILITY FOR DAMAGES; WAIVERS, DISCLAIMERS AND LIMITATIONS OF LEGAL RIGHTS,
<br /> REMEDIES,REQUIREMENTS,AND PROCESSES;LIMITATIONS OF PERIODS TO BRING LEGAL
<br /> ACTION; GRANTING CONTROL OF LITIGATION OR SETTLEMENT TO ANOTHER PARTY;
<br /> [-,]ABILITY FOR ACTS OR OMISSIONS OF"THIRD PARTIES; PAYMENTOF ATTORNEYS' FEES;
<br /> DISPUTE RESOLUTION; INDEMNITIES; AND CONFIDENTIALITY (COLLECTIVELY, THE
<br /> "LIMITATIONS"). ANY TERMS AND CONDITIONS IN THIS AGREEMENT RELATED TO THE
<br /> LIMITATIONS WILL NOT BE BINDING ON EITHER PARTY EXCEPT TO THE EXTENT
<br /> AUTHORIZED BY TIRE LAWS AND CONSTITUTION 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, fi•om
<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 iniury,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 SUB-RECIPIENT,
<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 fi•om the negligence of City, its officers or
<br /> employees. TO THE EXTENT PERMTITED BY THE LAWS AND CONSTITUTION OF THE
<br /> STATE OF TEXAS, 1N 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 INDEMNIFICATION
<br /> are solely for the benefit of the Parties hereto and not intended to create or grant any rights,contractual or
<br /> otherwise, to any other person or entity. Each Party shall promptly advise the other in writing of any claim
<br /> or demand made known to said Party related to or arising 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 ftom 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.
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