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CITY:
<br />City of Colton
<br />160 S. 10th Street
<br />Colton, CA 92324
<br />Attn: Public Works Director
<br />Such notice shall be deemed made when personally delivered or when mailed, forty-eight
<br />(48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its
<br />applicable address. Actual notice shall be deemed adequate notice on the date actual notice
<br />occurred, regardless of the method of service.
<br />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, appropriate
<br />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 reason-
<br />able attorney's fees and all other costs of such action.
<br />3.5.5 Indemnification. Contractor 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 alleged
<br />acts, omissions or willful misconduct of Contractor, its officials, officers, employees, agents,
<br />consultants and contractors arising out of or in connection with the performance of the Services, the
<br />Project or this Agreement, including without limitation the payment of all consequential damages
<br />and attorneys fees and other related costs and expenses. Contractor shall defend, at Contractor's own
<br />cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every
<br />kind that maybe brought or instituted against City, its directors, officials, officers, employees, agents
<br />or volunteers. Contractor shall pay and satisfy any judgment, award or decree that may be rendered
<br />against City or its directors, officials, officers, employees, agents or volunteers, in any such suit,
<br />action or other legal proceeding. Contractor shall reimburse City and its directors, officials, officers,
<br />employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of
<br />them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation
<br />to 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
<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 both
<br />parties.
<br />RVPUB\NGS\529338 9 (BBK revised July 2, 2001)
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