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liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and
<br />court costs) of every kind and nature whatsoever (individually, a "Claim," collectively, "Claims"),
<br />which may arise from or in any manner relate (directly or indirectly) to this Agreement and
<br />Grantee's undertaking of the Improvement Work (including the negligent and/or willful acts, error
<br />and/or omission of Grantee, its principals, officers, agents, employees, vendors, suppliers,
<br />consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose
<br />acts they may be liable for any or all of them) Notwithstanding the foregoing, nothing herein shall
<br />be construed to require Grantee to indemnify the Indemnified Parties from any Claim arising from
<br />the sole negligence or willful misconduct of the Indemnified Parties. This indemnity shall apply
<br />to all claims and liability regardless of whether any insurance policies are applicable The policy
<br />limits do not act as a limitation upon the amount of indemnification to be provided by Grantee
<br />Section 6. Grantee Independence. In the performance of this Agreement, Grantee, and
<br />the employees and agents of Grantee, shall act in an independent capacity and are not officers,
<br />employees, or agents of City The manner and means of performing the Improvement Work are
<br />under the control of Grantee, except to the extent they are limited by statute, rule, or regulation
<br />and the express terms of this Agreement. Nothing in this Agreement shall be deemed to constitute
<br />approval for Grantee, or any of Grantee's employees or agents, to be the employees or agents of
<br />City Grantee shall have the responsibility for, and control over, the means of performing the
<br />Improvement Work. Anything in this Agreement that may appear to give City the right to direct
<br />Grantee as to the details of the performance or to exercise a measure of control over Grantee shall
<br />mean only that Grantee shall follow the desires of City with respect to the results of the
<br />Improvement Work.
<br />Section 7. Prohibition against Transfers. Grantee shall not assign or transfer this
<br />Agreement, directly or indirectly, by operation of law or otherwise, without the prior written
<br />consent of City Any attempt to do so without such written consent of City shall be null and void.
<br />Section 8. Notices. Any notice or other communication required, or which may be
<br />given, pursuant to this Agreement, shall be in writing. Any such notice shall be deemed delivered
<br />(i) on the date of delivery in person, (ii) five (5) days after deposit in first class registered mail,
<br />with return receipt requested, (iii) on the actual delivery date if deposited with an overnight courier,
<br />or (iv) on the date sent by facsimile or electronic mail transmission (including PDF), if confirmed
<br />with a copy sent contemporaneously by first class, certified, registered or express mail, in each
<br />case properly posted and fully prepaid to the appropriate address set forth below, or such other
<br />address as a Party may provide notice in accordance with this section.
<br />CITY OF REDLANDS
<br />City Clerk
<br />City of Redlands
<br />35 Cajon Street
<br />P 0 Box 3005 (mailing)
<br />Redlands, CA 92373
<br />jdonaldson@cityofredlands.org
<br />(909) 798-7531
<br />REDLANDS HISTORICAL MUSEUM
<br />ASSOCIATION
<br />Stephen Stockton, President
<br />PO Box 470
<br />Redlands, CA 92375
<br />stevep aul 1938@gmail.com
<br />(951) 966-0047
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