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industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs
<br />of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper,
<br />newspaper, television or radio production or other similar medium without the prior written consent
<br />of City.
<br />3.5.4 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, appropriate
<br />or convenient to attain the purposes of this Agreement.
<br />3.5.5 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 reason-
<br />able attorney's fees and all other costs of such action.
<br />3.5.6 Indemnification.
<br />3.5.6.1 Scope of Indemnity. To the fullest extent permitted by law,
<br />Consultant shall defend, indemnify and hold the City, its directors, officials, officers,
<br />employees, volunteers and agents free and harmless from any and all claims, demands,
<br />causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or
<br />equity, to property or persons, including wrongful death, in any manner arising out of,
<br />pertaining to, or incident to any alleged acts, errors or omissions of Consultant, its officials,
<br />officers, employees, subcontractors, consultants or agents in connection with the
<br />performance of the Consultant's Services, the Project or this Agreement, including without
<br />limitation the payment of all consequential damages, expert witness fees and attorneys fees
<br />and other related costs and expenses. Notwithstanding the foregoing, to the extent
<br />Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be
<br />limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of,
<br />pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.
<br />3.5.6.2 Additional Indemnity Obligations. Consultant shall defend, with
<br />Counsel of City's choosing and at Consultant's own cost, expense and risk, any and all
<br />claims, suits, actions or other proceedings of every kind covered by Section 3.5.6.1 that may
<br />be brought or instituted against City or its directors, officials, officers, employees, volunteers
<br />and agents. Consultant shall pay and satisfy any judgment, award or decree that may be
<br />rendered against City or its directors, officials, officers, employees, volunteers and agents as
<br />part of any such claim, suit, action or other proceeding. Consultant shall also reimburse City
<br />for the cost of any settlement paid by City or its directors, officials, officers, employees,
<br />agents or volunteers as part of any such claim, suit, action or other proceeding. Such
<br />reimbursement shall include payment for City's attorney's fees and costs, including expert
<br />witness fees. Consultant 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
<br />in connection therewith or in enforcing the indemnity herein provided. Consultant's
<br />obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the
<br />City, its directors, officials, officers, employees, agents, or volunteers.
<br />RVPUB\NGS\529334 9 (BBK revised July 2, 2001)
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