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<br />B. The CORPORATION further agrees to indemnify and hold <br />harmless and defend the CITY, its officers, agents, and its <br />employees, from and against all claims and suits for damages; <br />injuries to persons, including death; property damages, <br />including loss of use; and expenses, including court costs <br />and attorney's fees, arising out of or resulting from the <br />corporation's work; from any liability arising out of or in <br />connection with the CITY's or its agents', officers', or <br />employees' entry upon property; common, constitutional, or <br />statutory law, or based in whole or in part upon the <br />negligent or intentional acts or omissions of the <br />CORPORATION, its officers, employees, agents, subcontractors, <br />licensees, invitees, or trespassers, or based in whole or in <br />part upon the negligent acts or omissions of the CITY, its <br />officers, employees, agents, licensees or invitees. The <br />CORPORATION shall waive any and all claims it may have <br />against the CITY, connected with, resulting from, or arising <br />out of, claims and suits covered by this indemnification <br />provision, and agrees that any insurance carrier involved <br />shall not be entitled to subrogation under any circumstances <br />against the CITY, its officers, agents, and employees. <br /> <br />SECTION XII <br />MISCELLANEOUS <br /> <br />12.01 Relation to Articles of Incorporation <br /> <br />These Bylaws are subject to, and governed by, the <br />Articles of Incorporation. <br /> <br />DATED: <br /> <br />INCORPORATORS: <br /> <br />PARIS ECONOMIC DEVELOPMENT CORP. BYLAWS - page 16 <br />