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<br />of the City to release all claims and potential claims against the EI Paso <br />Parties, including, only by way of example and not limitation: (1) <br />trespassing/purpresture upon city property; (2) failure to obtain lawful consent <br />for Pipelines within the city; (3) failure to pay monies or underpaying monies <br />due under street rental ordinances or other city ordinances impacting Pipeline <br />operations and Pipeline business activities; (4) tortiously interfering with the <br />City's contract or franchise with its local gas distribution company; (5) <br />allegedly aiding and abetting third parties to violate any franchise agreements <br />or city ordinances; (6) breach of any expired or existing franchise agreement <br />between the City and any of the EI Paso Parties; and (7) all other related <br />causes of action. <br /> <br />5. WARRANTY OF FULL AUTHORITY AND NO ASSIGNMENT: The City <br />represents and warrants that it owns and controls 100% of the claims released herein <br />and have full authority to execute this Release and Settlement Agreement. The City <br />represents, covenants, and warrants that none of the claims released herein have <br />previously been conveyed, assigned, pledged, sold or transferred, in whole or in part, <br />by the City to any third party, and that the City has full authority to release any and <br />all such claims. <br /> <br />6. AGREEMENT TO INDEMNIFY AND HOLD HARMLESS. The City agrees <br />to indemnify and hold harmless the EI Paso Parties from any third party or derivative <br />liability claims against the EI Paso Parties asserted by any defendant in any present <br />or future litigation initiated by or on behalf of the City that arises or is derived from <br />the matters released herein. <br /> <br />7. CONTRACTUAL TERMS. The terms of this Agreement are contractual and not <br />mere recitals. <br /> <br />8. GOVERNING LAW. This Agreement shall be governed and construed III <br />accordance with the laws of the State of Texas. <br /> <br />9. ACKNOWLEDGMENT OF FULL UNDERSTANDING. OF <br />REPRESENTATION BY AND CONSULTATION WITH COUNSEL. AND <br />DISCLAIMER OF RELIANCE. <br /> <br />a. Sophisticated Parties Dealinti: at Arm's Leneth. The City and the EI <br />Paso Parties agree and acknowledge that in negotiating and entering <br />into this Release and Settlement Agreement, each of them and their <br />Counsel have at all times been dealing with each other at arm's length, <br />and all are knowledgeable and sophisticated parties. <br /> <br />-6- <br />