PHAN, TUAN ANH AND PHAN, HOANG NGO (All Inclusive Settlement Agmt)

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released claims, and that Owner will not make any such assignment, transfer, conveyance or other disposition subsequent to the Effective Date of this Agreement. Owner acknowledges that the City has relied and is relying upon such representations and warranties in entering into this Agreement. (f) Owner will Hold Harmless and defend City, its employees, agents, contractors or representatives from any claims that may arise from Owner's nondisclosure of any other interests in the Property or personal property referenced by this agreement. (g) This Agreement represents a settlement of doubtful and disputed claims between the Parties and does not constitute any admission of liability by either party to the other party to this Agreement. Owner and City now wish to enter into this Agreement in lieu of and under threat of eminent domain proceedings. 3. Third Party Beneficiaries Except as explicitly set forth herein, nothing in this Agreement is intended to create any third party beneficiaries under this Agreement, and no person or entity other than City and Owner shall be authorized to enforce the provisions of this Agreement. 4. Attorney's Pees In the event of litigation relating to or arising out of this Agreement, the prevailing party shall be entitled to be reimbursed by the non - prevailing party for all reasonable costs and expenses incurred thereby, including, but not limited to reasonable attorney's fees and costs for services rendered to such prevailing party. 5. Indemnity Each party shall indemnify, defend and hold the other party and the Released Parties harmless from and against any claims, damages, demands, liabilities, losses, judgments, expenses and attorney's fees and/or costs resulting from the breach by such indemnifying party of any provision of this Agreement, the falsity of any representation or warranty made by the indemnifying party contained in this Agreement. 6. Purchase and Sale A rg eement Concurrently with the execution of this All Inclusive Settlement Agreement, the parties have entered into a Purchase and Sale Agreement ( "PSA "), for the property in the amount of $550,000. 7. Entire Agreement Together with the PSA, this Agreement contains the entire Agreement of the Parties, and supersedes any prior written or oral agreements between them, concerning the subject matter of this Agreement. Without full execution of both the PSA and the Agreement, both the PSA and this Agreement are null and void and not enforceable. 4of7