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11. <br />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, emplayees and subconsultants against a11 <br />damages, liabilities or costs, including reasonable attorneys' fees and defense costs, <br />ari.sing from any changes made by anyone other than the ENGINEER or from any <br />reuse of the electronic files. <br />( fl Independent Contractor. ENGIlVEER covenants and agrees thst 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 sha11 be <br />responsible for the acts and omissians of its officers, agents, employees, contractors, <br />subcontractors and consultants; that the doctrine of respondent superior sha11 not <br />apply as between CTTY and ENGINEER, its officers, agents, employas, contractors, <br />subcontra.ctors and consultants, and notlung herein shall be construed as creating a <br />partnership or joint enterprise between CTTY 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 #he sole responsibility of <br />ENGINEER, and that ENGINEER shall not during the term of this agreement assign, <br />subcontr�act, 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 aze perforniable 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 />Amendments to this contract shall be in writing, and be signed by the appropriate authorized <br />parties for both CTTY 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 , 2013. <br />ENGINEER: HAYTER ENGINEERING, INC. <br />By: �? t� � <br />ATTEST: <br />(Corporate Seal) <br />4 <br />CITY: CITY OF PARIS <br />By: <br />r:�r��� <br />(Sea1} <br />