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Contractor, including those of their employees, agents, servants, or officers, or accruing,
<br />resulting from, or directly related to the subject matter of this Agreement including, without
<br />limitation, any and all claims, losses, liabilities, expenditures, demands or causes of action of
<br />any nature whatsoever resulting from injuries or damages sustained by ally person or property.
<br />In the event any lawsuit or other proceeding is brought against City by reason of any such claim,
<br />cause of action or demand, Contractor shall, upon written notice from City, resist and defend
<br />such lawsuit or proceeding by counsel satisfactory to City.
<br />The provisions and obligations of this Section shall survive the expiration or earlier termination
<br />of this Agreement. To the extent considered necessary by City, any sum due Contractor under
<br />this Agreement may be retained by City until all of City's claims for indemnification pursuant
<br />to this Agreement have been settled or otherwise resolved; and any amount withheld shalt not
<br />be subject to payment of interest by City. The parties agree that One Hundred Dollars ($ 100.00)
<br />represents specific consideration to the Contractor for the indemnification set forth in this
<br />Agreement.
<br />24. COMPLIANCE WITH LAW. Contractor shall comply with all laws, regulations and
<br />ordinances of any federal, state, or local governmental authority having jurisdiction with respect
<br />to this Agreement ("Applicable Laws") and shall obtain and maintain any and all material
<br />permits, licenses, approvals and consents necessary for the lawful conduct of the activities
<br />contemplated under this Agreement.
<br />25. MISCELLANEOUS.
<br />A. In the event any provision of this Agreement is found to be void and
<br />unenforceable by a court of competent jur►sdict►on, 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 lie or she is, on the date lie or she signs this Agreement, duly
<br />authorized by all necessary and appropriate action to execute this Agreement on behalf
<br />of such party and does so with full legal authority to bind their respective party to this
<br />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
<br />by the party against whom any such amendment, waiver, change, modification, extension
<br />and/or rescission is sought.
<br />IA. 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
<br />any document incorporated into this Agreement, the term, statement, requirement, or
<br />2020-7556-S - VISUALSCAPE, INC
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