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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 of the Project, or any publicity pertaining to the Services or the
<br />Project in any magazine, trade paper, newspaper, television or radio production or other similar
<br />medium without the prior written consent of City.
<br />This provision shall not apply to information in whatever form that comes into the public domain,
<br />nor shall it restrict Consultant from giving notices required by law or complying with an order to
<br />provide information or data when such order is issued by a court, administrative agency or other
<br />authority with proper jurisdiction, or if it is reasonably necessary for Consultant to defend
<br />themselves from any suit or claim.
<br />3.5.4 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,
<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 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
<br />reasonable attorney's fees and all other costs of such action.
<br />3.5.6 Indemnification. Consultant shall reimburse reasonable defense costs, indemnify
<br />and hold the City, its officials, officers, employees, volunteers and agents free and harmless
<br />from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or
<br />injury, in law or equity, to property or persons, including wrongful death, in any manner arising
<br />out of or incident to any negligent acts, errors, or omissions or willful misconduct of Consultant,
<br />its officials, officers, employees, agents, consultants and contractors arising out of or in
<br />connection with the performance of the Services, the Project or this Agreement, including
<br />without limitation the payment of all consequential damages and attorneys fees and other
<br />related costs and expenses. Consultant shall reimburse reasonable defense costs for any and
<br />all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or
<br />instituted against City, its directors, officials, officers, employees, agents or volunteers.
<br />Consultant shall pay and satisfy any judgment, award or decree that may be rendered against
<br />City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action
<br />or other legal proceeding. Consultant 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
<br />of them in connection therewith or in enforcing the indemnity herein provided. Consultant's
<br />obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City,
<br />its directors, officials officers, employees, agents or volunteers.
<br />3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties
<br />with respect to the subject matter hereof, and supersedes all prior negotiations, understandings
<br />or agreements. This Agreement may only be modified by a writing signed by both parties.
<br />3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of
<br />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 this
<br />Agreement.
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