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3.5.5 Attorney's Fees. If either party commences an action against the other
<br />party, either legal, administrative or otherwise, arising out of or in connection with this
<br />Agreement, the prevailing party in such litigation shall be entitled to have and recover from the
<br />losing party reasonable attorney's fees and all other costs of such action.
<br />3.5.6 Indemnification. Consultant shall defend, indemnify and hold the City, its
<br />officials, 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 Consultant, its officials, officers, employees,
<br />agents, consultants and contractors arising out of or in connection with the performance of the
<br />Services or this Agreement, including without limitation the payment of all consequential
<br />damages and attorneys fees and other related costs and expenses. Consultant shall defend, at
<br />Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal
<br />proceedings of every kind that may be brought or instituted against City, its directors, officials,
<br />officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award
<br />or decree that may be rendered against City or its directors, officials, officers, employees, agents
<br />or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City
<br />and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal
<br />expenses and costs incurred by each of them in connection therewith or in enforcing the
<br />indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to
<br />insurance proceeds, if any, received by the City, its directors, officials officers, employees,
<br />agents or volunteers.
<br />3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the
<br />parties with respect to the subject matter hereof, and supersedes all prior negotiations,
<br />understandings or agreements. This Agreement may only be modified by a writing signed by
<br />both parties.
<br />3.5.8 Governing Law. This Agreement shall be governed by the laws of the
<br />State of California. Venue shall be in San Bernardino County.
<br />3.5.9 Time of Essence. Time is of the essence for each and every provision of
<br />this Agreement.
<br />3.5.10 City's Right to Employ Other Consultants. City reserves right to employ
<br />other consultants in connection with the same or similar services contemplated within this
<br />Agreement.
<br />3.5.11 Successors and Assigns. This Agreement shall be binding on the
<br />successors and assigns of the parties.
<br />3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or
<br />transfer, either directly or by operation of law, this Agreement or any interest herein without the
<br />prior 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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<br />ORANGE\MCONZELMAN\30985.1
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