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<br />6. Independent Contractor
<br />a. SF A enters into this Agreement as, and shall continue to be, an independent contractor. SF A is not an
<br />employee, partner, principal or agent of City of LaPorte, nor shall SF A possess any right of authority to
<br />bind City of LaPorte in any manner without the consent of City of LaPorte. SF A shall not be entitled to
<br />any benefits that may be accorded to City of LaPorte employees, including workers' compensation,
<br />employee benefit plans, disability insurance, vacation or sick pay.
<br />
<br />7. Indemnification.
<br />a.SFA hereby agrees to indemnify, defend and hold harmless City of LaPorte officers and directors from
<br />and against any and all claims, including without limitations any claims by employees, consultants, sub-
<br />contractors, or agents of SF A, demands, losses, costs, expenses, obligations, liabilities, damages,
<br />recoveries, and deficiencies, including interest and penalties, and reasonable attorneys' fees and costs, that
<br />City of LaPorte may incur or suffer and that result from, or are related to, any breach of any representation
<br />or warranty in this Agreement or breach or failure of SF A, its employees, consultants or subcontractors, to
<br />perform any covenant or agreement contained in this Agreement.
<br />
<br />8. General Provisions.
<br />a. Entire agreement; Modification. This Agreement contains the entire agreement between the parties with
<br />respect to the subject matter ofthis Agreement and supersedes all prior oral or written understanding and
<br />agreements. No provision of this Agreement may be changed, extended, waived, modified, discharged or
<br />terminated, except by a written instrument executed by the parties hereto.
<br />b.Notice. Any notice, payment, report or any other communication required or permitted to be given by
<br />one party to the other party by this Agreement shall be in writing, shall be deemed effective upon receipt
<br />and shall be either (a) served personally on the other party or by facsimile to the facsimile number
<br />indicated below, (b) sent by express, registered or certified first-class mail, postage prepaid, addressed to
<br />the other party by like notice, or (c) delivered by commercial courier to the other party, at the following
<br />address:
<br />
<br />TO
<br />
<br />City of LaPorte
<br />Mr. Ron Bottoms
<br />City Manager
<br />604 W. Fairmont Parkway
<br />LaPorte, Texas 77571
<br />
<br />FROM:
<br />
<br />Sheila Frye and Associates
<br />2208 Blodgett St.
<br />Houston, TX. 77004
<br />713-521-3502 Phone
<br />713-523-4660 Fax
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