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indemnification clause is intended to cover only those acts or omissions that were <br />made in good faith and without malicious or felonious intent. <br />B. The Corporation further agrees to indemnify, defend and hold the City of Paris, <br />Texas, its elected officials, officers, and employees harmless from and against all <br />claims and lawsuits for damages, injuries to persons (including death), property <br />damages, including loss of use and expenses (including court costs and attorney's <br />fees) arising out of or resulting from the negligent acts or omissions or intentional <br />acts or omissions of the Corporation or its Directors, officers and employees. The <br />Corporation shall waive any and all claims it may have against the City, it's <br />elected officials, officers and employees connected with, resulting from, or arising <br />out of, claims and suits covered by this indemnification provision, and agrees that <br />any insurance carrier involved shall not be entitled to subrogation under any <br />circumstances against the City of Paris, Texas, its officers, agents, and employees. <br />C. Nothing herein shall be construed or interpreted as a waiver of the affirmative <br />defenses of sovereign immunity, governmental immunity, or official immunity as <br />provided under Texas law. <br />SECTION XII <br />MISCELLANEOUS <br />Section I2.01 Relation to Articles of Incorporation. These Bylaws are subject to, and <br />governed by, the Articles of Incorporation. <br />Section 12.02 Gender Neutral. References herein to the masculine gender shall also <br />refer to the feminine in all appropriate cases and vice versa. <br />BYLAWS-PARIS ECONOMIC DEVELOPMENT CORPORATION 14 <br />