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such sub -contractor involving transactions to the subcontract. CITY shall give <br />any such sub -contractor reasonable advance notice of intended audits. <br />XI. <br />Successors and Assi ns <br />CITY and CONSULTANT each bind themselves and their successors, <br />executors, administrators and assigns to the other party to this contract and to the <br />successors, executors, administrators and assigns of such other party in respect <br />to all covenants of this Contract. Neither CITY nor CONSULTANT shall assign or <br />transfer its interest herein without the prior written consent of the other. <br />XII. <br />CONSULTANT's Liability <br />Acceptance of the final work products by the CITY shall not constitute nor <br />be deemed a release of the responsibility and liability of CONSULTANT. <br />XIII. <br />INDEMNIFICATION <br />CONSULTANT DOES HEREBY COVENANT AND CONTRACT TO WAIVE <br />ANY AND ALL CLAIMS, RELEASE, INDEMNIFY, AND HOLD HARMLESS THE <br />CITY, ITS CITY COUNCIL, OFFICERS, EMPLOYEES, AND AGENTS, IN BOTH <br />THEIR PUBLIC AND PRIVATE CAPACITIES, FROM AND AGAINST ALL <br />LIABILITY, CAUSES OF ACTION, CITATIONS, CLAIMS, COSTS, DAMAGES, <br />DEMANDS, EXPENSES, FINES, JUDGMENTS, LOSSES, PENALTIES OR <br />SUITS, WHICH IN ANY WAY ARISE OUT OF, RELATE TO, OR RESULT FROM <br />CONSULTANT'S PERFORMANCE UNDER THIS CONTRACT AND WHICH ARE <br />CAUSED BY THE INTENTIONAL WRONGFUL ACTS OR NEGLIGENT ACTS OR <br />OMISSIONS OF CONSULTANT OR CONSULTANT'S SUBCONTRACTORS AND <br />THE OFFICERS, AGENTS OR EMPLOYEES OF EITHER CONSULTANT OR <br />CONSULTANT'S SUBCONTRACTORS (THE "INDEMNIFIED ITEMS") <br />SUBJECT TO THE LIMITATIONS IN TEXAS LOCAL GOVERNMENT CODE § <br />271.904 AND TEXAS CIVIL PRACTICE AND REMEDIES CODE, § 130.002(B). <br />BY WAY OF EXAMPLE, THE INDEMNIFIED ITEMS MAY INCLUDE <br />INTELLECTUAL PROPERTY INFRINGEMENT OR FAILURE TO PAY A <br />SUBCONTRACTOR OR SUPPLIER. <br />INDEMNIFIED ITEMS SHALL INCLUDE REASONABLE ATTORNEYS' <br />FEES IN PROPORTION TO THE CONSULTANT'S LIABILITY AND COSTS, <br />COURT COSTS, AND SETTLEMENT COSTS. INDEMNIFIED ITEMS SHALL <br />ALSO INCLUDE ANY EXPENSES, INCLUDING REASONABLE ATTORNEYS' <br />FEES AND EXPENSES, INCURRED BY AN INDEMNIFIED INDIVIDUAL OR <br />ENTITY IN ATTEMPTING TO ENFORCE THIS INDEMNITY. <br />Professional Services Contract <br />North Star Place Branding & Marketing Page 6 of 13 <br />