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3. Attorneys Fees and Expenses. Any party found by a court of competent <br /> jurisdiction or by an arbitrator to have breached or to be breaching this Agreement shall be <br /> liable for the reasonable attorneys'fees and costs actually incurred by the injured party in <br /> enforcing this Agreement, remedying the breach, or recovering damages for any such breach, <br /> including rescinding this Agreement and fully prosecuting its rights and claims surrendered <br /> hereby. <br /> 4. Governing Law. This Agreement shall be construed and interpreted in <br /> accordance with the substantive laws of the State of California, without regard to principles of <br /> conflicts of laws. Both parties further agree that Orange County, California, shall be the venue <br /> for any action or proceeding that may be brought or arise out of, in connection with or by reason <br /> of this Agreement. <br /> 5. Headings. The headings used herein are for convenience only, and do not limit <br /> or alter the terms of this Agreement or in any way affect the meaning or interpretation of this <br /> Agreement. <br /> 6. Successors and Assigns. This Agreement shall be binding on the parties hereto, <br /> and any and all heirs, administrators, executors, successors, creditors and assigns thereof. <br /> 7. Validity. The invalidity or unenforceability of any terms or provisions of this <br /> Agreement shall not affect the validity or enforceability of any other provisions of this <br /> Agreement, which shall remain in full force and effect and, if such unenforceable provision <br /> hereof is enforceable in any part or to any lesser extent, such provision shall be enforceable to <br /> the greatest extent permissible under applicable law. <br /> 8. Remedies Cumulative. Each right and remedy provided for herein shall be <br /> cumulative and non-exclusive, and shall be in addition to every other right or remedy provided <br /> for herein or now or hereafter existing at law or in equity or by statute or otherwise. <br /> 9. Entire Agreement. This Agreement embodies the entire agreement and <br /> understanding between Meta and the City with respect to its subject matter and supersedes all <br /> prior agreements and understandings, written and oral, between Meta and the City related to <br /> that subject matter. <br /> (document continues on following page) <br /> 3 <br /> Indemnity Agreement <br /> 50162551.2 <br />