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VI. Release/Indemnification <br />By entering into this Agreement, the SERVICE ORGANIZATION expressly agrees to <br />defend, indemnify and hold the City of Paris, Texas and its officers, agents and employees <br />harmless from and against all damages, injuries (including death), claims, property damages <br />(including loss of use), losses, demands, penalties, suits, judgments and costs, including attorney's <br />fees and expenses, in any way arising out of, related to, or resulting from the SERVICE <br />ORGANIZATION's activities or services provided under this Agreement and/or caused by the <br />negligence, errors, omissions or intentional wrongful acts of the SERVICE ORGANIZATION or <br />the SERVICE ORGANIZATION's owners, officers, employees or agents. <br />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 <br />written consent of City Manager of the City of Paris, Texas. <br />SERVICE ORGANIZATION and CITY agree that the services provided under this <br />Agreement are to be performed in Lamar County, Texas, and venue for any and all legal actions <br />arising under this Agreement, if any, shall lie exclusively in the State Courts of Lamar County, <br />Texas and in the 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, ar provisions of this Agreement shall not <br />affect 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 25th day of October, 2010. <br />ATTEST: <br />CITY OF PARIS, TEXAS <br />Janice Ellis, City Clerk Kevin Carruth, City Manager <br />APPROVED AS TO FORM: <br />W. Kent McIlyar, City Attorney <br />