1996-033-RES WHEREAS, CITY COUNCIL DID HERETOFORE ON THE 13TH DAY OF FEBRUARY 1995

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SECfION EIGHT INDEMNIFICATION AND HOLD HARMLESS 8.01 To the extent permitted by applicable law, Purchaser shall indemnify, hold harmless and defend Contractor, its officers, directors, employees and agents against any and all liability, obligations, risks, expenses, costs, damages, losses or judgements, (including reasonable attorneys' fees) and against any and all claims or actions based upon, arising out of, or in any way connected with the services rendered by Contractor pursuant to the terms of this Agreement--except for willful misconduct or gross negligence in the performance of said services by Contractor, its officers, directors, employees or agents. 8.02 To the extent permitted by applicable law, Contractor, its officers, directors, employees and agents shall not be liable for any indirect, special, consequential or incidental damages in connection with or arising out of services provided hereunder, and Contractor shall not be liable to Purchaser, or anyone else claiming a right by way of any relationship with Purchaser, for any acts or omissions in the performance of services by Contractor contemplated hereunder, except when such acts or omissions are due to Contractor's willful misconduct or gross negligence. SECfION NINE GENERAL PROVISIONS 9.01 ASSIGNMENT. No part of this Agreement, or any rights, duties or obligations described herein, shall be assigned or delegated without the prior express written consent of both parties, except for the use of a third party for printing and mailing services. Contractor's acquisition and use of facilities, services, supplies, equipment and the use of temporary personnel on site shall not constitute an assignment under this Agreement; provided, however, that the supervision of all services provided under this Agreement will be performed by Contractor's regular employees. 9.02 GOVERNING LAW. This contract shal1 be governed by and shall be construed in accordance with the laws ofthc State of Texas. 9.03 MODIFICATION. This Agreement shall not be amended or modified in any manner except by an instrument in writing executed by the parties. 9.04 CAPTIONS. Captions appearing in this Agreement and its Exhibits, if any, are provided for convenience only and in no way define, limit, construe or describe the scope of sections or paragraphs to which they are inserted. 9.05 GENDER AND MODE. The use herein of a personal pronoun in the masculine or feminine gender or in the singular or plural modc, shall be deemed to include the opposite gender or mode unless the context clearly indicates the contrary. 9.06 EXHIBIT. "Exhibit" means the attached document(s) setting out certain particulars of this Agreement, or any replacement document(s) mutually agreed to by the parties. 7