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reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or <br />unenforceability shall not affect any other provision thereof, and this Agreement shall be <br />construed as if such invalid, illegal, or unenforceable provision had never been contained <br />herein. <br />3-23. Implementation: Implementation of services should begin as soon as possible from the <br />Effective Date for the performance of services under the terms of this Agreement. <br />3-24. Counterpart Signature and Delivery: This Agreement must be signed below and maybe <br />signed in separate counterparts including facsimile copies and delivered by fax, email as a <br />PDF (Portable Document Format) file attachment, or by other means that displays the original <br />or a copy of the signatures. Each counterpart (including facsimile copies) is deemed an original <br />and all counterparts are deemed on and the same instrument and legally binding on the <br />parties. Any subsequent amendments to this Agreement may be signed and delivered in the <br />same manner. <br />3-25. Miscellaneous Provisions: <br />a. CONSULTANT shall perform all services with the necessary knowledge and skills <br />required to perform the tasks. CONSULTANT or personnel of CONSULTANT <br />engaged in the performance of such services shall not represent themselves to be, <br />nor shall they be deemed to be, employees of CITY for any purpose whatsoever. <br />CITY agrees that its employees will cooperate with and assist representatives of <br />CONSULTANT in every reasonable way to enable CONSULTANT to secure all <br />information and data required to perform the services herein provided for. <br />CONSULTANT shall have no liability for defects in the services attributable to <br />CONSULTANT's reliance upon or use of data, design criteria, drawings, <br />specifications, or other information furnished by CITY or third parties retained by <br />CITY. <br />b. Each undersigned represents and warrants that its signature hereinbelow 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 iswithdrawn. <br />c. All exhibits and appendices referenced herein and attached hereto shall be <br />incorporated as if fully set forth in the body of this Agreement. Provided however, <br />that in the event that any provision of any exhibit or appendix is in direct conflict <br />with the provisions of this Agreement then the terms of this Agreement will prevail <br />solely with respect to any such directly conflicting provisions, or portions thereof. <br />{Signatures on following page} <br />Page 11 of 12 <br />