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� <br /> harmless from any claim, liability or cost (including reasonable attorneys' fees and defense <br /> costs) arising or allegedly arising out o£any unauthorized reuse or modification of these <br /> materials by the City or any person or entity that acquires or obta.ined these materials from <br /> or through the City without the written authorization of the Consultant. <br /> 8. Severabilitv. Any provision or part of the Agreement held to be void or unenforceable under <br /> any law or regulation sha11 be deemed stricken and all remairung provisions shall continue to <br /> be valid and binding upon the City and the Consultant, who agree that the Agreement shall <br /> be reformed to replace such stricken provision or part thereof with a valid and enforceable <br /> provision that comes as close as possible to expressing the intention of the stricken provision. <br /> 9. Not�ces: Any notice required under tlus Agreement will be in writing, addressed to the <br /> appropriate party at the address wluch appears on the signature page to tlus Agreement(as <br /> modified in writing from time to time by such party) and given personally, by registered or <br /> certified mail, return receipt required, by facsimile or by a nationally recognized overnight <br /> courier service. All notices shall be ef�ective upon the date of receipt. <br /> 10. Successors and Assigns: The City and Consultant each is hereby bound and the partners, <br /> successors,executors,adreunistrators,legal pepresentatives and assigns ofCity and Consultant <br /> are hereby bound to the other party to t}vs Agreement and to the partners, successors, <br /> executors, admirustrators, legal representatives and assigns of such other party in respect of <br /> all covenants and obligations of this Agreement. <br /> 11. Resolution ofDifferences: The City and Consultant agree that any difference between them <br /> concerning their interpretation of the provisions of this Agreement shall be referred to a <br /> committee of disinterested parties consisting of one member appointed by the City, one <br /> member appointed by the Consultant, and a third member appointed by the two other <br /> members for disposition and that the committee's decision shall not be binding on either party <br /> hereto. <br /> Page 5 of 6 <br />