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MILLSACTAGREEMENT
<br /> 2454 North Heliotrope 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' 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
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<br /> the State of California.
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