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20. 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
<br /> acts, errors, mistakes or omissions relating to professional Services performed under this
<br /> Agreement. The Contractor's duty to defend, hold harmless and indemnify the City, its agents,
<br /> representatives, officers, directors, officials and employees shall arise in connection with any
<br /> claim, damage, loss or expense that is attributable to bodily injury; sickness; disease; death; or
<br /> injury to impairment, or destruction of tangible property including loss of use resulting
<br /> -therefrom, caused by any negligent acts, errors, mistakes or omissions related to Services in the
<br /> performance of this Agreement including any person for whose acts, errors, mistakes or
<br /> omissions the Contractor may be legally liable. The parties agree that TEN DOLLARS ($10.00)
<br /> represents specific consideration to the Contractor for the indemnification set forth in this
<br /> Agreement.
<br /> 21. MISCELLANEOUS.
<br /> A. In the event any provision of this Agreement is found to be void and
<br /> unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement
<br /> shall nevertheless be binding upon the parties with the same effect as though the void or
<br /> unenforceable provisions had been severed and deleted.
<br /> B. This Agreement may be executed in multiple identical counterparts, each of
<br /> which 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
<br /> amended, waived, changed, modified, extended or rescinded only by in writing signed by the
<br /> party against whom any such amendment, waiver, change, modification, extension and/or
<br /> rescission is sought.
<br /> F. If there is a conflict or inconsistency between any term, statement, requirement,
<br /> or 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 Attachments "A" and "B".
<br /> 101-6841 SUPERIOR LANSCAPING& LAWN SERVICE. INC.
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