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Consultant which is otherwise known to Consultant or is generally known, or has become
<br />known, to the related industry shall be deemed confidential. Consultant shall not use City's
<br />name or insignia, photographs, or any publicity pertaining to the Services in any magazine, trade
<br />paper, newspaper, television or radio production or other similar medium without the prior
<br />written consent of City.
<br />3.5.4 Cooperation, Further Acts. The Parties shall fully cooperate with one
<br />another, 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 />3.5.5 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 />RV PUBW STUBBS\743672. 1
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