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as as to ARTICLE 3. 3.1) Authority - Both the RTB and the City represent that they are fully authorized to enter into this Agreement and have obtained all third party approvals required and that execution of this Agreement shall not constitut~ l;\,default under ether comm.itment either of the parties;;,ir!Ci;;YF;have made to N or entities not parties to this Agreement. 3.2) Enti~e Agreement - This contract constitutes the entire Agreement between the parties and supersedes any agreement or understandinq, written or eral, which may be inconsistent herewith., No amandtnent to this Agreement shall ba valid unless duly executed in writing by both parties. 3.3) . BindinQ' F!ffect - This Agreement sha,IJ,:'remain in full force and effect until termination by mutual agreement of the parties and shall inure. to the benefit of and be binding upon . the parties' respective 'successors or assigns. 3.4) Defaul~ - In the event of default under th~ terms of this .Agreement, the nondefaulting party shall be entitled to lrecover, in addition to any other remedies available, its costs, diSbursements, and attorneys' fees, whether such default is concluded by way of settlement, compromise or judgment. 3.5) Arbitratlon - Any dispute arising out of the interpretation or enforcement of this Agreement shall be resolved between the parties by arbitration through the American Arbitration Association (or such other mutually agreeable arbitration meChanism). 3.6) --2f..tiemn4:-fL.f~t>S~"""~he RTB shall hold the City and its respective Officials, Officers, agents, employees and representatives, harmless from and indemnified against any loss, cost, damage or expense, inClUding reasonable attorneys fees, arising out of any claims by persons not a party to this Agreement, which claims are due to, or alleged to be due to, the design of the Transit Hub Improvements (to the extent such design is attributable to the City), or the providing of public transit service at Rosedale, except arising out of acts, errors, or omissions of the City or its Indemnitors under the Transit Hub Agreement, or their respective officials, officers, agents, employees or representatives. ) 3.