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XII. <br />CONSULTANT's Liabilit <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 SUBCONSULTANTS AND <br />THE OFFICERS, AGENTS OR EMPLOYEES OF EITHER CONSULTANT OR <br />CONSULTANT'S SUBCONSULTANTS (THE "INDEMNIFIED ITEMS") SUBJECT <br />TO THE LIMITATIONS IN TEXAS LOCAL GOVERNMENT CODE § 271.904 AND <br />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 />SUBCONSULTANT 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 />XIV. <br />Independent Consultant <br />CONSULTANT's status shall be that of an Independent Consultant and not <br />an agent, servant, employee or representative of CITY in the performance of this <br />Contract. No term or provision of or act of CONSULTANT or CITY under this <br />Contract shall be construed as changing that status. CONSULTANT will have <br />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, <br />agents, employees, consultants, and subconsultants and the doctrine of <br />respondeat superior shall not apply as between CITY and CONSULTANT, its <br />Professional Services Contract <br />DeadCat Media, LLC Page 6 of 17 <br />