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MILLSACTAGREEMENT <br />1710 N. Heliotrope Drive <br />Santa Ana, CA 92706 <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 Owners agree 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 Owners hereby agree 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. <br />11. Recordation. <br />No later than twenty (20) days after the parties execute and enter into this Agreement, the <br />City shall cause this Agreement to be recorded in the office of the County Recorder of the <br />County of Orange. <br />12. Notice of the Contract to Office of Historic Preservation. <br />No later than six (6) months of entering into the contract, the owner or agent of an owner <br />shall provide written notice of this Agreement to the Office of Historic Preservation. <br />6- <br />