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In its sole discretion, City shall have the right to approve defense counsel to be retained by CivicPlus in fulfilling its obligation hereunder to defend and indemnify City, unless such right is expressly waived by City in writing. City reserves the right to provide a portion or all of its own defense; however, City is under no obligation to do so. Any such action by City is not to be construed as a waiver of CivicPlus's obligation to defend City or as a waiver of CivicPlus's obligation to indemnify City pursuant to this Agreement. CivicPlus shall retain City approved defense counsel within seven (7) business days of City's written notice that City is invoking its right to indemnification under this Agreement. If CivicPlus fails to retain counsel within such time period, City shall have the right to retain defense counsel on its own behalf, and CivicPlus shall be liable for all costs incurred by City. VII. Insurance CivicPlus agrees to meet all insurance requirements established by the City for this Project, and to require all contractors, consultants, subcontractors and/or sub-consultants who perform work for CivicPlus to meet the City's insurance requirements. A properly executed and authorized certificate of insurance naming CivicPlus as the Insured and the City of Paris, Texas, its elected officials, officers and employees as additional insured's shall be provided upon request by the City. VIII. Independent Contractor CivicPlus covenants and agrees that CivicPlus is an independent contractor and not an officer, agent, servant or employee of City; that CivicPlus shall have exclusive control of and exclusive right to control the details of the work performed hereunder and all persons performing same, and shall be responsible for the acts and omissions of its officers, agents, employees, contractors, subcontractors and consultants; that the doctrine of respondeat superior shall not apply as between City and CivicPlus, its officers, agents, employees, contractors, subcontractors and consultants, and nothing herein shall be construed as creating a partnership or joint enterprise between City and CivicPlus. IX. Assignment and Subletting CivicPlus agrees that neither this Agreement nor the work to be performed hereunder will be assigned or sublet without the prior written consent of the City. The CivicPlus further agrees that the assignment or subletting of any portion or feature of the work or materials required in the performance of this Agreement shall not relieve the CivicPlus from its full obligations to the City as provided by this Agreement. X. Audi CivicPlus agrees that at any time during normal business hours and upon reasonable notice from the City, CivicPlus shall make available to representatives of the City for examination all of its records with respect to all matters covered by this Agreement, and will permit such representatives of the City to audit, examine, copy and make excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all matters covered by this Agreement, all for a period of one (1) year from the date of final settlement of this Agreement or for such other or longer period, if any, as may be required by applicable statute or other lawful requirement. CIVICPLUS LICENSE & SERVICE AGREEMENT PAGE 3 m ()l/1.:230 _ . . , _ . . . .T_....~.,,.~....