Permit
holder covenants and agrees to fully indemnify, defend and hold harmless,
the city and the elected officials, employees, officers, volunteers
and representatives of the city, individually and collectively, from
and against any and all costs, claims, liens, damages, losses, expenses,
fees, fines, penalties, proceedings, actions, demands, causes of action,
liability and suits of any kind and nature, including but not limited
to, personal or bodily injury, death and property damage (collectively
"claims"), made upon the city directly or indirectly arising out of,
resulting from or related to permit holder's operations in the city,
including any act attributable to any agent, officer, city, representative,
employee, consultant or subcontractor of permit holder, and their
respective officers, agents employees, and representatives while in
the exercise of the rights or performance of the duties under this
contract. The indemnity provided for in this paragraph shall not apply
to any liability resulting from the negligence or intentional misconduct
of city, its officers or employees. In the event permit holder and
city are found jointly liable by a court of competent jurisdiction,
liability shall be apportioned comparatively in accordance with the
laws for the State of Texas, without, however, waiving any governmental
immunity available to the city under Texas law and without waiving
any defenses of the parties under Texas law.