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arising from any changes made by anyone other than the ENGINEER or from any <br />reuse of the electronic files. <br />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 respondent 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 ofthis 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 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 />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, on <br />the day of , 2012. <br />ENGINEER: HAYTER ENGINEERING, INC. CITY: CITY OF PARIS <br />By: <br />By: <br />ATTEST: <br />(Corporate Seal) <br />ATTEST: <br />(Seal) <br />2 05 <br />