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In the event of a conflict between the hard-copy construction documents and <br />record drawings prepared by the ENGINEER and the electronic files, the signed <br />and sealed hard-copy construction documents shall govern. <br />In addition, the CITY agrees, to the fullest extent permitted by law, to release the <br />ENGINEER, its officers, directors, employees and subconsultants against all <br />damages, liabilities or costs, including reasonable attorneys' fees and defense <br />costs, arising from any changes made by anyone other than the ENGINEER or <br />from any reuse of the electronic files. <br />Independent Contractor. ENGINEER covenants and agrees that ENGINEER is <br />an independent contractor and not an officer, agent, servant or employee of CITY; <br />that ENGINEER shall have exclusive control of and exclusive right to control the <br />details of the work performed hereunder and all persons performing same, and <br />shall be responsible for the acts and omissions of its officers, agents, employees, <br />contractors, subcontractors and consultants; that the doctrine of respondent <br />superior shall not apply as between CITY and ENGINEER, its officers, agents, <br />employees, contractors, subcontractors and consultants, and nothing herein shall <br />be construed as creating a partnership or joint enterprise between CITY and <br />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 <br />provide 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 <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 />11. Amendments to this contract shall be in writing, and be signed by the appropriate <br />authorized parties for both CITY and ENGINEER. <br />IN WITNESS WHEREOF, the parties, having read and understood this AGREEMENT, have <br />executed such in duplicate copies, each of which shall have full dignity and force as an original, <br />on the day of , 2009. <br />ENGINEER: HAYTER ENGINEERING, INC <br />By: <br />ATTEST: <br />(Corporate Seal) <br />CITY: CITY OF PARIS <br />_ BY: <br />ATTEST: <br />(Seal) <br />4 <br />193 <br />D <br />