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(W(� E E ST P STEEL CONSULTING & MANAGEMENT SECTION 10. MISCELLANEOUS. A. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof and this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had never been contained herein. B. Each party represents that it has the full right and authority to enter into this Agreement, and that the person executing this Agreement on behalf of either party has the full right and authority to fully commit and bind such party to the provisions of this Agreement. C. This Agreement may be signed in any one or more counterparts all of which taken together shall be but one and the same Agreement, and each party agrees that its signature, whether transmitted by email, facsimile, or by other duplicate, shall be binding as if it is on any signature of the party to be bound. D. To the extent of a conflict between the terms of this Agreement and those set forth in any exhibits or attachments hereto, the terms of this Agreement shall govern. E. Neither Party shall assign, delegate or subcontract this Agreement or any rights or obligations hereunder without the prior written consent of the other Party hereto, which consent shall not be unreasonably withheld, conditioned, or delayed. F. SteepSteel shall indemnify and hold the County harmless from and against any and all third -party claims, loss, cost, damage and expense arising from SteepSteel's negligence or breach of this Agreement, including but not limited to reasonable attorney's fees, and excluding the County's negligent acts, omissions or willful misconduct. The County acknowledges and agrees that SteepSteel shall not assume any liability or responsibility for, and the Authority shall assume any and all liability and responsibility for, any claims or actions arising as a result of the actions or omissions of the County. SECTION 11. NOTICE. All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States mail, postage prepaid, regis- 5