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3.7.4.6 Confidential Information. The City shall refrain from releasing <br />Consultant's proprietary information ("Proprietary Information") unless the City's legal counsel <br />determines that the release of the Proprietary Information is required by the California Public <br />Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, <br />in which case the City shall notify Consultant of its intention to release Proprietary Information. <br />Consultant shall have five (5) working days after receipt of the release notice to give City written <br />notice of Consultant's objection to the City's release of Proprietary Information. Consultant shall <br />indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents <br />from and against all liability, loss, cost or expense (including attorney's fees) arising out of a legal <br />action brought to compel the release of Proprietary Information. City shall not release the <br />Proprietary Information after receipt of an objection notice unless either: (1) Consultant fails to <br />fully indemnify, defend (with City's choice of legal counsel), and hold City harmless from any legal <br />action brought to compel such release; and/or (2) a final and non -appealable order by a court of <br />competent jurisdiction requires that City release such information. <br />3.7.5 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 />3.7.6 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. <br />3.7.7 Governing Law. This Agreement shall be governed by the laws of the State <br />of California. Venue shall be in Orange County. In addition to any and all contract requirements <br />pertaining to notices of and requests for compensation or payment for extra work, disputed work, <br />claims and/or changed conditions, Consultant must comply with the claim procedures set forth in <br />Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such <br />Government Code claims and any subsequent lawsuit based upon the Government Code claims <br />shall be limited to those matters that remain unresolved after all procedures pertaining to extra <br />work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no <br />such Government Code claim is submitted, or if any prerequisite contractual requirements are not <br />otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining <br />a valid lawsuit against the City. <br />3.7.8 Time of Essence. Time is of the essence for each and every provision of <br />this Agreement. <br />3.7.9 City's Right to Employ Other Consultants. City reserves right to employ <br />other consultants in connection with this Project. <br />3.7.10 Successors and Assigns. This Agreement shall be binding on the <br />successors and assigns of the parties. <br />3.7.11 Assignment or Transfer. Consultant shall not assign, sublet, or transfer this <br />Agreement or any rights under or interest in this Agreement without the written consent of the <br />City, which may be withheld for any reason. Any attempt to so assign or so transfer without such <br />consent shall be void and without legal effect and shall constitute grounds for termination. <br />Consultant shall not subcontract any portion of the Services required by this Agreement, except <br />as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall <br />-14- PROFESSIONAL SERVICES AGREEMENT <br />55394.00000\40418052.1 <br />