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MILLSACTAGREEMENT
<br />2403 North Riverside Drive
<br />Santa Ana, CA 92706
<br />10. General Provisions.
<br />a. None of the terms, provisions, or conditions of this Agreement shall be deemed
<br />to create a partnership between the parties hereto and any of their heirs, successors, or assigns,
<br />nor shall such terms, provisions or conditions cause them to be considered joint ventures or
<br />members of any joint enterprise.
<br />b. The Owner agrees to and shall indemnify and hold the City and its elected and
<br />appointed officials, officers, agents, and employees harmless from liability for damage or claims
<br />for damage for personal injuries, including death, and claims for property damage which may
<br />arise from the direct or indirect use or operations of the Owner or those of his or her contractor,
<br />subcontractor, agenda, employee, or other person acting on his or her behalf which relates to the
<br />use, operation, and maintenance of the Historic Property. The Owner hereby agrees to and shall
<br />defend the City and its elected and appointed officials, officers, agents, and employees with
<br />respect to any and all actions for damages caused by, or alleged to have been caused by, reason
<br />of the Owner's activities in connection with the Historic Property.
<br />c. This hold harmless provision applies to all damages and claims for damages
<br />suffered, or alleged to have been suffered, and costs of defense incurred, by reason of the
<br />operations referred to in this Agreement regardless of whether or not the City prepared, supplied,
<br />or approved the plans, specifications or other documents for the Historic Property.
<br />d. All of the Agreements, rights, covenants, reservations, and restrictions
<br />contained in this Agreement shall be binding upon and shall inure to the benefit of the parties
<br />herein, their heirs, successors, legal representatives, assigns, and all persons acquiring any part or
<br />portion of the Historic Property, whether by operation of law on in any manner whatsoever.
<br />e. In the event legal proceedings are brought by any party or parties to enforce or
<br />restrain a violation of any of the covenants, reservations, or restrictions contained herein, or to
<br />determine the rights and duties of any party hereunder, the prevailing party in such proceeding
<br />may recover all reasonable attorney's fees to be fixed by the court, in addition to court costs and
<br />other relief ordered by the court.
<br />f. In the event that any of the provisions of this Agreement are held to be
<br />unenforceable or invalid by any court of competent jurisdiction, or by subsequent preemptive
<br />legislation, the validity and enforceability of the remaining provisions, or portions thereof, shall
<br />not be effected thereby.
<br />g. This Agreement shall be construed and governed in accordance with the laws of
<br />the State of California.
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