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VII. Independent Contractor <br />SERVICE ORGANIZATION shall be considered for all purposes under this Agreement an <br />independent contractor, and not an employee, agent, or other representative of CITY. Nothing in <br />this Agreement shall change the SERVICE ORGANIZATION's independent contractor status or <br />create any kind of joint enterprise between the SERVICE ORGANIZATION and the CITY. <br />VIII. Miscellaneous <br />This Agreement may be assigned by SERVICE ORGANIZATION only with the express written <br />consent of City Manager of the City of Paris, Texas. <br />SERVICE ORGANIZATION and CITY agree that the services provided under this Agreement <br />are to be performed in Lamar County, Texas, and venue for any and all legal actions arising under <br />this Agreement, if any, shall lie exclusively in the State Courts of Lamar County, Texas and in the <br />Federal Courts for the Eastern District of Texas. <br />This Agreement, and every provision hereof, shall be considered severable, and the <br />invalidity or partial invalidity of any section, clause, or provisions of this Agreement shall not affect <br />the validity of any other portion of this Agreement. <br />This Agreement shall be interpreted exclusively under the laws and ordinances of the State <br />of Texas and the City of Paris. <br />EXECUTED this 14th day of June, 2010. <br />ATTEST: CITY OF PARIS, TEXAS <br />Janice Ellis, City Clerk <br />APPROVED AS TO FORM: <br />W. Kent McIlyar City Attorney <br />Kevin Carruth, City Manager <br />THE GREATER PARIS DEVELOPMENT FOUNDATION <br />ATTEST: <br />Edward Ellis, President <br />