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20. AUSCELLANEOUS PROVISIONS <br />a. Each undersigned represents and warrants that its signature herein below has the power, <br />authority and right to bind their respective parties to each of the terms of this second <br />Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, <br />for any injuries or damages to City in the event that such authority or power is not, in fact, <br />held by the signatory or is withdrawn. <br />b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth <br />in the body of this second Agreement. <br />C. Whenever the terms of the Recitals of this second Agreement conflict with terms of any <br />Exhibit incorporated herein by reference, then the terms and intent of the Recitals of this <br />second Agreement shall prevail and be controlling. <br />d. No default, delay or failure to perform on the part of the Parties shall be considered a breach <br />of this second Agreement where such default, delay or failure is due to a force majeure or <br />to circumstances beyond the Parties control. Such circumstances will include, without <br />limitation, strips, riots, civil disturbances, actions or inactions concerning government <br />authorities, epidemics, pandemics, war, terrorist acts, embargoes, severe weather, fire, <br />earthquakes, acts of God or the public enemy or default of a common carrier or other <br />disasters or events. <br />e. This second Agreement must be signed below and may be signed in counterpart and <br />delivered by fax, email as a PDF (Portable Document Format) file attachment, or by other <br />means that displays the original or a copy of the signatures. Any subsequent amendments <br />may be signed and delivered in the same manner. <br />(Signatures on following page) <br />25E-10 <br />