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aertlfied as make a invoices. architect. The may as needed to pay contractors ARTICLE 3. GENERAL PROVISIONS 3.1) Authority - Both the RTB and the City represent that they are fully authorized to enter into this Agreement and have ohtained all third party approvals required and that execution of this Agreement ehall not con5titut!'!t'--ef/l.ult under any othe%' commitment either of the partieiIC:JII,sYid'lIl.ve made topereons" or entities not parties to this Agreement. 3.2) Entire Agreement - This contract constitutes the entire Agreement hetween the partiell and supersedes any agreement or understanding, written or oral, which may he inconsistent herewith.. No amendment to this Agreement shall b. valid unless duly executed in writing by both parties. 3.3) . Rinding Rff'ect - Thill Agreement sha1J.>remain in full force and effect until termination by mutual agreement of the parties and shall inure to the' henefit of and be binding upon . the parties' respective 'successors orassiqns. 3.4) Defaul- - In the event of default under th, terms of this .Agreement, the nondefaulting party shall be entitled to ,recover, in addition to any other remedies available, its costs, disbursements, and attorneys' fees, whether such default is concluded hy way of settlement, compromise or judgment. 3.5) Arbf-r-tlnn - Any dispute arising out of the interpretation or enforcement of this Agreement shall he resolved between the parties by arbitration through the -"- Alllerican Arhitration Association (or such other mutlially ,." agreeahle arhitration mechanism). 3.6) -1..IIEIIII"'fl"'MU- _-"'The 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 he due to, the design of the Transit Huh Improvements (to the extent such design is attrihutable 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 lndemnitors under the Transit Huh Agreement, or their respective officials, officers, agents, employees or representatives. 3.