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In the event of a conflict between the hard-copy construction documents and record <br />drawings prepared by the ENGINEER and the electronic files, the signed and sealed <br />hard-copy construction documents shall govern. <br />In addition, the CITY agrees, to the extent permitted by law, to indemnify and hold <br />harmless the ENGINEER, its officers, directors, employees and subconsultants <br />against all damages, liabilities or costs, including reasonable attorney's fees and <br />defense costs, arising from any unauthorized changes made to ENGINEER' S <br />electronic files or sealed drawings by CITY (unless ENGINEER has authorized <br />CITY to make the changes) or from any unauthorized reuse of the electronic files by <br />CITY. <br />(f) Independent Contractor. ENGINEER covenants and agees that ENGINEER is an <br />independent contractor and not an officer, agent, servant or employee of CITY; that <br />ENGINEER shall have exclusive control of and exclusive right to control the details <br />of the work performed hereunder and all persons performing same, and shall be <br />responsible for the acts and omissions of its officers, agents, employees, contractors, <br />subcontractors and consultants; that the doctrine of respondeat superior shall not <br />apply as between CITY and ENGINEER, its officers, agents, employees, contractars, <br />subcontractors and consultants, and nothing herein shall be construed as creating a <br />partnership or joint enterprise between CITY and ENGINEER. <br />(g) No Assignment. ENGINEER covenants and agrees that during the term of this <br />Agreement, the services to be provided hereunder remain the sole responsibility of <br />ENGINEER, and that ENGINEER shall not during the term of this Agreement <br />assign, subcontract, or in any other way authorize or retain other parties to provide <br />such services without the express written consent of CITY. <br />(h) Venue. The parties agree that the laws of the State of TeXas shall govern this <br />Agreement, and that all aspects of this Agreement are performable in Lamar County, <br />Texas. Exclusive venue for any claim or lawsuit arising out of or related to this <br />Agreement shall lie in Lamar County, Texas. <br />11. Amendments to this contract shall be in writing, and be signed by the appropriate authorized <br />parties for both CITY and ENGINEER. <br />4 <br />- ~~~.~~f17v <br />