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any person or entity not connected with the performance of the Services or the Project. Nothing
<br />fumished to Consultant which is otherwise known to Consultant or is generally known, or has
<br />become lrnown, to the related industry shall be deemed confidential. Consultant shall not use
<br />City's name or insignia, photographs of the Project, or any publiciry pertaining to the Services or
<br />the Project in any magazine, trade paper, newspaper, television or radio production or other
<br />similaz medium without the prior 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 Attomeds Fees. If either par[y 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 parry in such litigation shall be entitled to have and recover from the
<br />losing parry reasonable attomey'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 negligent acts, omissions or willful misconduct of Consultant, its officials, officers,
<br />employees, agents, consultants arising out of or in connection with the performance of the
<br />Services, the Project or this Agreement, including without lirnitation the payment of all
<br />consequential damages and attomeys fees and other related costs and expenses. Consultant shall
<br />defend, at ConsultanYs own cost, expense and risk, any and all such aforesaid suits, actions or
<br />other legal proceedings of every kind that may be brought or instituted against City, its directors,
<br />ofFicials, officers, employees, agents or volunteers to the extent caused by the negligent act, error
<br />or omission of the Consultant. Consultant shall pay and satisfy any judgment, awazd or decree
<br />that may be rendered against City or its directors, officials, officers, employees, agents or
<br />volunteers, in any such suit, action or other lega] proceed'mg. 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 ConsultanYs obligation to indemnify shall not be restricted to
<br />insurance proceeds, if any, received by the City, its directors, officials officers, employees. agents
<br />or volunteers.
<br />3.5.7 Entire Aereement. This Agreement contains the entire A�reement 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.�.8 Governine Law. This Agreement shall be governed by the laws of the
<br />State of California. Venue shall be in San Bemazdino County.
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