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XII. <br />INDEMNIFICATION <br />CONTRACTOR DOES HEREBY COVENANT AND CONTRACT TO <br />WAIVE ANY AND ALL CLAIMS, AND TO RELEASE, INDEMNIFY, AND HOLD <br />HARMLESS THE CITY, ITS CITY COUNCIL, OFFICERS, EMPLOYEES, AND <br />AGENTS, IN BOTH THEIR PUBLIC AND PRIVATE CAPACITIES, FROM AND <br />AGAINST ALL LIABILITY, CAUSES OF ACTION, CITATIONS, CLAIMS, <br />COSTS, DAMAGES, DEMANDS, EXPENSES, FINES, JUDGMENTS, LOSSES, <br />PENALTIES OR SUITS, WHICH IN ANY WAY ARISE OUT OF, RELATE TO, OR <br />RESULT FROM CONTRACTOR'S PERFORMANCE UNDER THIS CONTRACT <br />AND WHICH ARE CAUSED BY THE INTENTIONAL WRONGFUL ACTS OR <br />NEGLIGENT ACTS OR OMISSIONS OF CONTRACTOR OR CONTRACTOR'S <br />SUBCONTRACTORS AND THE OFFICERS, AGENTS OR EMPLOYEES OF <br />EITHER CONTRACTOR OR CONTRACTOR'S SUBCONTRACTORS (THE <br />"INDEMNIFIED ITEMS") SUBJECT TO THE LIMITATIONS IN TEXAS LOCAL <br />GOVERNMENT CODE § 271.904 AND TEXAS CIVIL PRACTICE AND <br />REMEDIES CODE, § 130.002(B). <br />BY WAY OF EXAMPLE, THE INDEMNIFIED ITEMS MAY INCLUDE <br />PERSONAL INJURY AND DEATH CLAIMS AND PROPERTY DAMAGE <br />CLAIMS, INCLUDING THOSE FOR LOSS OF USE OF PROPERTY, AS WELL <br />AS INTELLECTUAL PROPERTY INFRINGEMENT OR FAILURE TO PAY A <br />SUBCONTRACTOR OR SUPPLIER. <br />INDEMNIFIED ITEMS SHALL INCLUDE REASONABLE ATTORNEYS' <br />FEES AND COSTS, COURT COSTS, AND SETTLEMENT COSTS. <br />INDEMNIFIED ITEMS SHALL ALSO INCLUDE ANY EXPENSES, INCLUDING <br />REASONABLE ATTORNEYS' FEES AND EXPENSES, INCURRED BY AN <br />INDEMNIFIED INDIVIDUAL OR ENTITY IN ATTEMPTING TO ENFORCE <br />THIS INDEMNITY. <br />XIII. <br />Independent Contractor <br />CONTRACTOR's status shall be that of an Independent Contractor and not an <br />agent, servant, employee or representative of CITY in the performance of this Contract. <br />No term or provision of or act of CONTRACTOR or CITY under this Contract shall be <br />construed as changing that status. CONTRACTOR will have exclusive control of and the <br />exclusive right to control the details of the work performed hereunder, and shall be liable <br />for the acts and omissions of its officers, agents, employees, contractors, subcontractors <br />and engineers and the doctrine of respondeat superior shall not apply as between CITY <br />and CONTRACTOR, its officers, agents, employees, contractors, subcontractors and <br />engineers, and nothing herein shall be construed as creating a partnership or joint <br />enterprise between CITY and CONTRACTOR. CITY and CONTRACTOR shall not be <br />construed to be in any type of joint venture with respect to the scope of work set forth in <br />this Contract. <br />