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DocuSign Envelope ID: 2E0609AC-D659-46D2-9CA0-00706AE6423C <br />To Consultant: <br />F.H. Black & Company, Inc. <br />Attn: Jamie Black <br />36 Roslyn Road <br />Winnipeg, MB <br />R3L OG6 <br />A party may change its address by giving notice in writing to the other party. Thereafter, <br />any communication shall be addressed and transmitted to the new address. If sent by mail, <br />communication shall be effective or deemed to have been given three (3) days after it has been <br />deposited in the United States mail, duly registered or certified, with postage prepaid, and <br />addressed as set forth above. If sent by fax, communication shall be effective or deemed to have <br />been given twenty-four (24) hours after the time set forth on the transmission report issued by the <br />transmitting facsimile machine, addressed as set forth above. For purposes of calculating these <br />time frames, weekends, federal, state, County or City holidays shall be excluded. <br />19. MISCELLANEOUS PROVISIONS <br />a. Each undersigned represents and warrants that its signature herein below has the <br />power, authority and right to bind their respective parties to each of the terms of <br />this Agreement, and shall indemnify City fully, including reasonable costs and <br />attorney's fees, for any injuries or damages to City in the event that such authority <br />or power is not, in fact, held by the signatory or is withdrawn. <br />b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully <br />set forth in the body of this Agreement. <br />C. Consultant does not warrant, nor will we be responsible for, the performance of any <br />third party products. City's sole and exclusive rights and remedies with respect to <br />any third party product, including rights and remedies in the event a third party <br />product gives rise to an infringement claim, will be against the third party vendor <br />and not against us. Consultant does agree, however, to assign to you any assignable <br />warranties it may receive from any such third party vendor. THE PRECEDING IS <br />CONSULTANT'S ONLY WARRANTY CONCERNING THE SERVICES AND <br />ANY WORK PRODUCT, AND IS MADE EXPRESSLY IN LIEU OF ALL <br />OTHER WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, <br />INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A <br />PARTICULAR PURPOSE, MERCHANTABILITY OR OTHERWISE, TO THE <br />MAXIMUM EXTENT PERMITTED BY LAW. <br />d. City agrees to not solicit employees of F.H. Black during the term of this <br />Agreement. <br />[signature page to follow] <br />#20028v3 Page 8 of 9 <br />