2005 AGN NOV 01 I12 - Laserfiche WebLink

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3.5.6 Indemnification. Each party (the "Indemnifying Party") will defend the other party (the "Indemnified Party"), at the Indemnifying Party's cost and expense, and will indemnify and hold harmless the Indemnified party, its officials, officers, employees, volunteers, contractors and agents from and against all suits, claims, losses, damages, and expenses arising from any negligent or intentional act or omission of the Indemnifying Party, its employees or agents, while performing its obligations hereunder, that results in death, personal injury, or tangible property damage; provided that the Indemnified Party provides the Indemnifying Party with prompt written notice of the claim, information, and all reasonable assistance in the defense of the claim, and sole authority to defend or settle the claim. 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. 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 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. City shall not retain independent contractors or consultants to work on the Project that are competitors of Consultant, in Consultant's sole 'determination, without the prior written consent of Consultant, which consent shall not be unreasonably withheld. For clarification purposes the parties agree and acknowledge that Consultant has no contractual relationship with the City's subcontractors and no obligation to provide Services to or take direction from City subcontractors under this Agreement. 3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer. Neither party may assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the other party, except in the event of a merger or sale of all or substantially all of Consultant's assets. 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. 3.5.13 Construction; References; Ca tions. 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 calendardays and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for RVPUB\NGS\529334 10