2003 AGN JUL 15 I17 - Laserfiche WebLink

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Such notice shall be deemed made when personally delivered or when mailed, forty- eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the Party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees. If either Party commences an action against the other Party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation shall be entitled to have and recover from the losing Party reason- able attorney's fees and all other costs of such action. 3.5.6 Indemnification. Colton and Grand Terrace shall mutually indemnify, defend and hold each other and their officials, officers, employees, agents and contractors free and harmless from and against any and all losses, claims, damages, fees (including attorneys' fees and costs), injuries to persons or property (including wrongful death) to the extent arising out of or incident to each other's own negligent acts, omissions or willful misconduct arising out of or incident to this Agreement. 3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in San Bernardino County. 3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.10 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.11 Assignment or Transfer. Colton shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of Grand Terrace. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.12 Construction; References Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Colton include all personnel, employees, agents, and subcontractors of Colton, RVPUUINGS\655567 4