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representation, express or implied, and no warranty or guarantee is included or <br />intended in this AGREEMENT, or in any report, opinion, document, or otherwise. <br />(e) Delivery of Electronic Files - In accepting and utilizing any drawings, reports and <br />data on any form of electron media from the ENGINEER, Owner agrees that such <br />files are instruments of service of the ENGINEER, solely for this particular Project. <br />The Owner agrees not to reuse these electronic files for any purpose other than of the <br />Proj ect. The Owner agrees to waive all claims against the ENGINEER resulting from <br />any unauthorized changes to or reuse of the electronic files for any other project. <br />Electronic files furnished by either party shall be subject to an acceptance period of <br />sixty (60) days. After the acceptance period, the electronic files shall be deemed to be <br />accepted and neither party shall have any obligation to correct errors or maintain <br />electronic files. <br />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 OWNER agrees, to the fullest extent permitted by law, to indemnify <br />and hold harmless the ENGINEER, its officers, directors, employees and <br />subconsultants against all damages, liabilities or costs, including reasonable <br />attorneys' fees and defense costs,. <br />(f) Independent Contractor. ENGINEER covenants and agrees 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, contractors, <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 assign, <br />subcontract, or in any other way authorize or retain other parties to provide such <br />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 <br />County, Texas. Exclusive venue for any claim or lawsuit arising out of or related <br />to this Agreement shall lie in Lamar County, Texas. <br />4 <br />