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5. Assignor agrees that it shall cooperate with Assignee in effectuating an orderly transition of the <br />City information to the Assignee in order for Assignee to fulfill its obligations, responsibilities, and duties <br />under the Contract from and after the Effective Date. <br />6. Assignee agrees to indemnify Assignor from any and all claims, actions, judgments, liabilities, <br />proceedings and costs, including reasonable attorneys' fees and other costs of defense and damages, <br />resulting from and related to the Contract from and after the Effective Date. <br />7. Assignor agrees to indemnify City and Assignee from any and all claims, actions, judgments, <br />liabilities, proceedings and costs, including reasonable attorneys' fees, resulting from and related to <br />Assignor's performance under the Contract to the extent of Assignor's existing obligations to the City <br />under the Contract, and subject to the terms of the Contract prior to the Effective Date. <br />8. This Agreement constitutes the entire agreement concerning the assignment between the <br />parties and it may not be modified, altered or amended other than in writing executed by the party <br />sought to be charged thereby. <br />This Agreement may be executed in faxed counterparts, and in such event, the counterpart <br />signatures shall be assembled and shall together constitute a complete agreement. <br />IN WITNESS WHEREOF, THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ THE ASSIGNMENT, <br />NOVATION AND CONSENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS. EACH PARTY HAS <br />FULL POWER AND AUTHORITY TO ENTER INTO AND PERFORM THIS ASSIGNMENT, NOVATION AND <br />CONSENT, AND THE PERSON SIGNING THIS ASSIGNMENT, NOVATION AND CONSENT ON BEHALF OF <br />EACH HAS BEEN PROPERLY AUTHORIZED AND EMPOWERED TO ENTER INTO THIS ASSIGNMENT, <br />NOVATION AND CONSENT. <br />GHDGH Inc.n <br />Name: Iver Skavdal <br />Title: Operating Center Manager <br />City of San Leandro <br />By: & <br />Name: 'Dom gocA'n•n„_/ <br />Title:irwnHc <br />Winzlerr && Kelly <br />By: i <br />Name: Theodore B. Whiton <br />Title: Managing Principal