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19. MISCELLANEOUS PROVISIONS <br />a. Each undersigned represents and warrants that its signature hereinbelow has the power, <br />authority and right to bind their respective parties to each of the terms of this Agreement, <br />and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries <br />or damages to City in the event that such authority or power is not, in fact, held by the <br />signatory or is withdrawn. <br />b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in <br />the body of this Agreement. <br />c. In the event of any conflict between the provisions set forth in any Exhibit referenced and <br />incorporated herein, the provisions of the Consultant Agreement shall prevail. <br />{Signatures on following page} <br />