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VI. Miscellaneous Provisions <br />1. SERVICE ORGANIZATION shall be considered for all purposes under this <br />Agreement an independent contractor, and not an employee, agent, or other <br />representative of CITY. <br />2. By entering into this Agreement, SERVICE ORGANIZATION agrees to in all things <br />indemnify and hold CITY, its officers and employees, harmless from any and all <br />liability, claims of liability, suits, claims of suit, or other similar acts arising out of <br />or in any way related to SERVICE ORGANIZATION's activities under this <br />Agreement, including claims of negligence or other similar claims. <br />3. This Agreement may be assigned by SERVICE ORGANIZATION only with the <br />express written consent of CITY. <br />4. SERVICE ORGANIZATION and CITY agree that the services under this Agreement <br />are to be performed in Lamar County, Texas, and venue for any and all legal actions <br />arising under this Agreement, if any, shall lie exclusively in the State Courts of <br />Lamar County, Texas and in the Federal Courts for the Eastern District of Texas. <br />5. This Agreement shall be interpreted exclusively under the laws and ordinances of the <br />State of Texas and the City of Paris. <br />EXECUTED this day of , 2007. <br />CITY OF PARIS, PARIS, TEXAS <br />Jesse James Freelen, Mayor <br />ATTEST: <br />Janice Ellis, City Clerk <br />APPROVED AS TO FORM: <br />W. Kent McIlyar, City Attorney <br />