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Eugene its proportionate share of its cost. <br />D. M1*1C shall defend, indemnify and hold harmless CITY <br />from any and all loss, claim, demand or liability whatsoever <br />arising from the performance or failure of performance by DfWMC, <br />its agent or employees, of any provisions of this Agreement. <br />MWMC shall also defend, indemnify and hold harmless CITY from <br />any and all losses, claims, demands or liability'arising from <br />or failure of performance by MWMC of any activitiy or action by <br />MWMC, its agents or employees, occurring prior to the effective <br />date of this Agreement, and accruing to the CITY as a result of <br />its execution of this Agreement. <br />E. MWMC shall cooperate in the transfer of any licenses, <br />permits, grants or other similar authorizations and funding <br />documents from MWMC to CITY which are necessary to effectuate <br />this Agreement. Except where specifically authorized, this <br />paragraph shall not obligate MWMC to transfer title to real <br />property, grant funds, personal property, or similar assets. <br />III. Termination <br />Upon 12 months' prior written notice to the other party, <br />either party may terminate this Agreement. <br />IV. Assignability <br />This Agreement may not be assigned by either party without <br />the prior written consent of the other. <br />V. Attorney's Fees <br />In the event of any arbitration, suit, action or other <br />proceeding brought by either party against the other to enforce <br />any of the obligations hereunder. or arising out of any dispute <br />concerning the terms and conditions hereby created, or to rescind <br />this Agreement, the losing party shall pay the prevailing party <br />- 4 - <br />