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the non -prevailing Party agrees to pay the prevailing Party such court costs and attorneys' fees as the court <br />deems just. <br />22. Advice of Counsel. Each of the Parties acknowledges that it has received or has had the <br />opportunity to receive independent legal advice from an attorney with respect to the advisability of making <br />this Agreement and with respect to the advisability of executing this Agreement. <br />23. No Reliance on Outside Parties. Each of the Parties acknowledges that it has not relied <br />upon any statement or representation by any other Party or any representative of any other Party, in making <br />or executing this Agreement, except as expressly stated herein. <br />24. Authori . Each undersigned represents and warrants that its signature herein below <br />has the power, 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 or damages <br />to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. <br />25. Counterparts. This Agreement may be signed in counterparts and compiled into one <br />agreement to make an original. <br />26. Amendment. This Agreement cannot be amended or modified except by an instrument in <br />writing signed by both Parties. <br />27. Interpretation. Should it be necessary for a court to interpret this Agreement, the Parties <br />agree that it has been prepared by a joint effort of all Parties. Accordingly, only the fair meaning of the <br />words shall be used in any interpretation hereof. <br />28. Severability. The provisions of this Agreement are severable and if one or more provisions <br />or subcomponents should be determined to be unconstitutional, illegal or judicially unenforceable, in <br />whole or in part, then, unless such unenforceability would make it impossible to effectuate the original <br />intent of the Parties, the remaining provisions or subcomponents hereof shall remain binding and <br />enforceable. <br />29. Expression of Entire Agreement. This Agreement constitutes a single, integrated written <br />contract, and as such, expresses the entire Agreement of the Parties with respect to the matters contained <br />herein and supersedes all prior negotiations, discussions, correspondence and other communications <br />regarding the terms and conditions hereof. <br />IN WITNESS WHEREOF, the City, and Consultant hereto have executed this Agreement on the <br />date first above written. <br />CONSULTANT <br />Adminsure, Inc.. [Signatures continue on the next page] <br />By: *1 <br />Alithia Varga6lFlores <br />Its: President <br />Page 8 of 9 <br />