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the accuracy and competency of their documents and work; nor shall such acceptance be deemed an
<br />assumption of responsibility by CITY for any defect in the documents and work; nor shall such acceptance
<br />be deemed an assumption of responsibility by CITY for any defect in the documents and work prepared
<br />by said CONSULTANT, its employees, associates, agents or sub -consultants.
<br />XII.
<br />INDEMNIFICATION
<br />CONSULTANT DOES HEREBY COVENANT AND CONTRACT TO WAIVE ANY AND
<br />ALL CLAIMS, RELEASE, INDEMNIFY, AND HOLD HARMLESS THE CITY, ITS CITY
<br />COUNCIL, OFFICERS, EMPLOYEES, AND AGENTS, IN BOTH THEIR PUBLIC AND PRIVATE
<br />CAPACITIES, FROM AND AGAINST ALL LIABILITY, CAUSES OF ACTION, CITATIONS,
<br />CLAIMS, COSTS, DAMAGES, DEMANDS, EXPENSES, FINES, JUDGMENTS, LOSSES,
<br />PENALTIES OR SUITS, WHICH IN ANY WAY ARISE OUT OF, RELATE TO, OR RESULT
<br />FROM CONSULTANT'S PERFORMANCE UNDER THIS CONTRACT AND WHICH ARE
<br />CAUSED BY THE INTENTIONAL WRONGFUL ACTS OR NEGLIGENT ACTS OR OMISSIONS
<br />OF CONSULTANT OR CONSULTANT'S SUBCONTRACTORS AND THE OFFICERS, AGENTS
<br />OR EMPLOYEES OF EITHER CONSULTANT OR CONSULTANT'S SUBCONTRACTORS (THE
<br />"INDEMNIFIED ITEMS") SUBJECT TO THE LIMITATIONS IN TEXAS LOCAL
<br />GOVERNMENT CODE § 271.904 AND TEXAS CIVIL PRACTICE AND REMEDIES CODE, §
<br />130.002(B).
<br />BY WAY OF EXAMPLE, THE INDEMNIFIED ITEMS MAY INCLUDE PERSONAL
<br />INJURY AND DEATH CLAIMS AND PROPERTY DAMAGE CLAIMS, INCLUDING THOSE FOR
<br />LOSS OF USE OF PROPERTY, AS WELL AS INTELLECTUAL PROPERTY INFRINGEMENT
<br />OR FAILURE TO PAY A SUBCONTRACTOR OR SUPPLIER.
<br />INDEMNIFIED ITEMS SHALL INCLUDE REASONABLE ATTORNEYS' FEES IN
<br />PROPORTION TO THE CONSULTANT'S LIABILITY AND COSTS, COURT COSTS, AND
<br />SETTLEMENT COSTS. INDEMNIFIED ITEMS SHALL ALSO INCLUDE ANY EXPENSES,
<br />INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES, INCURRED BY AN
<br />INDEMNIFIED INDIVIDUAL OR ENTITY IN ATTEMPTING TO ENFORCE THIS INDEMNITY.
<br />THE CONSULTANT SHALL INDEMNIFY AND HOLD THE TWDB AND THE STATE OF
<br />TEXAS HARMLESS, TO THE EXTENT THE CONSULTANT MAY DO SO IN ACCORDANCE
<br />WITH STATE LAW, FROM ANY AND ALL LOSSES, DAMAGES, LIABILITY, OR CLAIMS
<br />THEREFORE, ON ACCOUNT OF PERSONAL INJURY, DEATH OR PROPERTY DAMAGE OF
<br />ANY NATURE WHATSOEVER CAUSED BY THE CONSULTANT, ARISING OUT OF THE
<br />ACTIVITIES OF THIS AGREEMENT.
<br />XIII.
<br />Independent Contractor
<br />CONSULTANT's status shall be that of an Independent Contractor and not an agent, servant,
<br />employee or representative of CITY in the performance of this Contract. No term or provision of or act
<br />of CONSULTANT or CITY under this Contract shall be construed as changing that status.
<br />CONSULTANT will have exclusive control of and the exclusive right to control the details of the work
<br />performed hereunder, and shall be liable for the acts and omissions of its officers, agents, employees,
<br />contractors, subcontractors and engineers and the doctrine of respondeat superior shall not apply as
<br />between CITY and CONSULTANT, its officers, agents, employees, contractors, subcontractors and
<br />engineers, and nothing herein shall be construed as creating a partnership or joint enterprise between
<br />CITY and CONSULTANT. CITY and CONSULTANT shall not be construed to be in any type of joint
<br />venture with respect to the scope of work set forth in this Contract.
<br />Professional Services Contract — FMA Program Funding Administration
<br />Resource Management & Consulting Co. Page 6 of 18
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