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3.5.3 Cooperation; Further Acts. The Parties shall fully cooperate with one another,
<br />and shall take any additional acts or sign any additional documents as may be necessary,
<br />appropriate or convenient to attain the purposes of this Agreement.
<br />3.5.4 Attorney's Fees. If either party commences an action against the other party,
<br />either legal, administrative or otherwise, arising out of or in connection with this Agreement, the
<br />prevailing party in such litigation shall be entitled to have and recover from the losing party
<br />reasonable attorney's fees and all other costs of such action.
<br />3.5.5 Indemnification. Contractor shall defend, indemnify and hold the City, its officials,
<br />officers, employees, volunteers and agents free and harmless from any and all claims,
<br />demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to
<br />property or persons, including wrongful death, in any manner arising out of or incident to any
<br />alleged acts, omissions or willful misconduct of Contractor, its officials, officers, employees,
<br />agents, consultants and Contractors arising out of or in connection with the performance of the
<br />Services, the Project or this Agreement, including without limitation the payment of all
<br />consequential damages and attorneys fees and other related costs and expenses. Contractor
<br />shall defend, at Contractor's own cost, expense and risk, any and all such aforesaid suits,
<br />actions or other legal proceedings of every kind that may be brought or instituted against City,
<br />its directors, officials, officers, employees, agents or volunteers. Contractor shall pay and
<br />satisfy any judgment, award or decree that may be rendered against City or its directors,
<br />officials, officers, employees, agents or volunteers, in any such suit, action or other legal
<br />proceeding. Contractor shall reimburse City and its directors, officials, officers, employees,
<br />agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in
<br />connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to
<br />indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors,
<br />officials officers, employees, agents or volunteers.
<br />3.5.6 Entire Agreement. This Agreement contains the entire Agreement of the parties
<br />with respect to the subject matter hereof, and supersedes all prior negotiations, understandings
<br />or agreements. This Agreement may only be modified by a writing signed by both parties.
<br />3.5.7 Governing Law. This Agreement shall be governed by the laws of the State of
<br />California. Venue shall be in San Bernardino County.
<br />3.5.8 Time of Essence. Time is of the essence for each and every provision of this
<br />Agreement.
<br />3.5.9 City's Right to Employ Other Contractors. City reserves right to employ other
<br />Contractors in connection with this Project.
<br />3.5.10 Successors and Assigns. This Agreement shall be binding on the successors
<br />and assigns of the parties.
<br />3.5.11 Assignment or Transfer. Contractor shall not assign, hypothecate, or transfer,
<br />either directly or by operation of law, this Agreement or any interest herein without the prior
<br />written consent of the City. Any attempt to do so shall be null and void, and any assignees,
<br />hypothecates or transferees shall acquire no right or interest by reason of such attempted
<br />assignment, hypothecation or transfer.
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