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released claims, and that Owner will not make any such assignment, transfer, <br />conveyance or other disposition subsequent to the Effective Date of this <br />Agreement. Owner acknowledges that the City has relied and is relying upon <br />such representations and warranties in entering into this Agreement. <br />(f) Owner will Hold Harmless and defend City, its employees, agents, contractors or <br />representatives from any claims that may arise from Owner's nondisclosure of <br />any other interests in the Property or personal property referenced by this <br />agreement. <br />(g) This Agreement represents a settlement of doubtful and disputed claims between <br />the Parties and does not constitute any admission of liability by either party to the <br />other party to this Agreement. Owner and City now wish to enter into this <br />Agreement in lieu of and under threat of eminent domain proceedings. <br />3. Third Party Beneficiaries <br />Except as explicitly set forth herein, nothing in this Agreement is intended to create any <br />third party beneficiaries under this Agreement, and no person or entity other than City <br />and Owner shall be authorized to enforce the provisions of this Agreement. <br />4. Attorney's Fees <br />In the event of litigation relating to or arising out of this Agreement, the prevailing party <br />shall be entitled to be reimbursed by the non - prevailing party for all reasonable costs and <br />expenses incurred thereby, including, but not limited to reasonable attorney's fees and <br />costs for services rendered to such prevailing party. <br />5. hrdemni <br />Each party shall indemnify, defend and hold the other party and the Released Parties <br />harmless from and against any claims, damages, demands, liabilities, losses, judgments, <br />expenses and attorney's fees and /or costs resulting from the breach by such indemnifying <br />party of any provision of this Agreement, the falsity of any representation or warranty <br />made by the indemnifying party contained in this Agreement. <br />6. Purchase and Sale Agreement <br />Concurrently with the execution of this All Inclusive Settlement Agreement, the parties <br />have entered into a Purchase and Sale Agreement ( "PSA "), for the property in the amount <br />of $550,000. <br />7. Entire Agreement <br />Together with the PSA, this Agreement contains the entire Agreement of the Parties, and <br />supersedes any prior written or oral agreements between them, concerning the subject <br />matter of this Agreement. Without full execution of both the PSA and the Agreement, <br />both the PSA and this Agreement are null and void and not enforceable. <br />4 of 7 <br />25J -17 <br />