2013-040 Revising Bylaws for the Paris Economic Development Corporation

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indemnification clause is intended to cover only those acts or omissions that were made in good faith and without malicious or felonious intent. B. The Corporation further agrees to indemnify, defend and hold the City of Paris, Texas, its elected officials, officers, and employees harmless from and against all claims and lawsuits for damages, injuries to persons (including death), property damages, including loss of use and expenses (including court costs and attorney's fees) arising out of or resulting from the negligent acts or omissions or intentional acts or omissions of the Corporation or its Directors, officers and employees. The Corporation shall waive any and all claims it may have against the City, it's elected officials, officers and employees connected with, resulting from, or arising out of, claims and suits covered by this indemnification provision, and agrees that any insurance carrier involved shall not be entitled to subrogation under any circumstances against the City of Paris, Texas, its officers, agents, and employees. C. Nothing herein shall be construed or interpreted as a waiver of the affirmative defenses of sovereign immunity, governmental immunity, or official immunity as provided under Texas law. SECTION XII MISCELLANEOUS Section 12.01 Relation to Articles of Incorporation. These Bylaws are subject to, and governed by, the Articles of Incorporation. Section 12.02 Gender Neutral. References herein to the masculine gender shall also refer to the feminine in all appropriate cases and vice versa. BYLAWS -PARIS ECONOMIC DEVELOPMENT CORPORATION Updated & Approved by City Council 10- 14 -13. 14