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The Contractor further covenants that in the performance of this Agreement, no person having any
<br />such interest shall knowingly be employed by the Contractor. The Contractor guarantees that
<br />he /she has not offered or given to any member of, delegate to the Congress of the United States,
<br />any or part of this contract or to any benefit arising therefrom.
<br />19. INDEMNIFICATION AND WAIVER OF LIABILITY. The Contractor agrees, to
<br />the fullest extent permitted by law, to defend, indemnify and hold harmless the City, its agents,
<br />representatives, officers, directors, officials and employees from and against claims, damages,
<br />losses and expenses (including but not limited to attorney's fees, arbitration costs, and costs of
<br />appellate proceedings) relating to, arising out of or resulting from the Contractor's negligent acts,
<br />errors, mistakes or omissions relating to professional Services performed under this Agreement.
<br />The Contractor's duty to defend, hold harmless and indemnify the City, its agents, representatives,
<br />officers, directors, officials and employees shall arise in connection with any claim, damage, loss
<br />or expense that is attributable to bodily injury; sickness; disease; death; or injury to impairment,
<br />or destruction of tangible property including loss of use resulting therefrom, caused by any
<br />negligent acts, errors, mistakes or omissions related to Services in the performance of this
<br />Agreement including any person for whose acts, errors, mistakes or omissions the Contractor may
<br />be legally liable. The parties agree that TEN DOLLARS ($10.00) represents specific consideration
<br />to the Contractor for the indemnification set forth herein.
<br />20. MISCELLANEOUS.
<br />A. In the event any provision of this Agreement is found to be void and unenforceable
<br />by a court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless
<br />be binding upon the parties with the same effect as though the void or unenforceable provisions
<br />had been severed and deleted.
<br />B. This Agreement may be executed in multiple identical counterparts, each of which
<br />shall be deemed an original for all purposes.
<br />C. No waiver of any provision of this Agreement shall be valid or enforceable unless
<br />such waiver is in writing and signed by the party granting such waiver.
<br />D. Each individual executing this Agreement on behalf of a party hereto hereby
<br />represents and warrants that he or she is, on the date he or she signs this Agreement, duly
<br />authorized by all necessary and appropriate action to execute this Agreement on behalf of such
<br />party and does so with full legal authority to bind their respective party to this Agreement.
<br />E. This Agreement contains the entire agreement of the parties, and may be amended,
<br />waived, changed, modified, extended or rescinded only by in writing signed by the party against
<br />whom any such amendment, waiver, change, modification, extension and /or rescission is sought.
<br />F. If there is a conflict or inconsistency between any term, statement, requirement, or
<br />provision of any exhibit attached hereto, any document or events referred to herein, or any
<br />document incorporated into this Agreement, the term, statement, requirement, or provision
<br />contained in this Agreement shall prevail and be given superior effect and priority over any
<br />conflicting or inconsistent term, statement, requirement or provision contained in any other
<br />document or attachment, including but not limited to Attachment "A ".
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