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7.7 Indemnification. The Chamber shall defend, indemnify and hold the City
<br />and their directors, officials, officers, employees, volunteers and agents free and harmless
<br />from any and all claims, demands, causes of action, costs, expenses, liability, loss,
<br />damage or injury, in law or equity, to property or persons, including wrongful death, in any
<br />manner arising out of or incident to any actual, alleged or negligent acts, omissions or
<br />willful misconduct of the Chamber, its officials, officers, employees, agents and contractors
<br />arising out of the performance of the Services, or this Agreement, including without
<br />limitation the payment of all consequential damages and attorneys fees and other related
<br />costs and expenses. The Chamber shall defend, at the Chamber's own cost, expense and
<br />risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that
<br />may be brought or instituted against City and their directors, officials, officers, employees,
<br />volunteers or agents. The Chamber shall pay and satisfy any judgment, award or decree
<br />that may be rendered against the City or their directors, officials, officers, employees,
<br />volunteers or agents, in any such aforesaid suit, action or other legal proceeding. The
<br />Chamber shall reimburse the City and their directors, officials, officers, employees,
<br />volunteers and/or agents, for any and all legal expenses and costs incurred by each of
<br />them in connection therewith or in enforcing the indemnity herein provided. The
<br />Chamber's obligation to indemnify shall not be restricted to insurance proceeds, if any,
<br />received by the City and their directors, officials officers, employees, volunteers or agents.
<br />7.8 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
<br />by both Parties.
<br />7.9 Governing Law. This Agreement shall be governed by the laws of the State
<br />of California. Venue shall be in San Bernardino County.
<br />7.10 Time of Essence. Time is of the essence for each and every provision of
<br />this Agreement.
<br />7.11 City's Right to Employ Other Consultants. The City and Chamber,
<br />collectively, reserves right to employ other consultants in connection with this Project.
<br />7.12 Successors and Assigns. This Agreement shall be binding on the
<br />successors and assigns of the Parties, and shall not be assigned by the Chamber without
<br />the prior written consent of City.
<br />7.13 Assignment or Transfer. The Chamber shall not assign, hypothecate, or
<br />transfer, either directly or by operation of law, this Agreement or any interest herein without
<br />the prior written consent of the City. Any attempt to do so shall be null and void, and any
<br />assignees, hypothecates or transferees shall acquire no right or interest by reason of such
<br />attempted assignment, hypothecation or transfer.
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