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by reason of Property Owner's or its representatives' acts, errors or omissions regardless of whether <br />or not City supplied, prepared or approved plans or specifications relating to the development of <br />the Property and regardless of whether or not any insurance policies of Property Owner relating to <br />such development are applicable. <br />B. Property Owner shall defend, at its expense, including attorneys' fees, <br />indemnify and hold harmless City, and its elected and appointed officials, officers, agents and <br />employees from any claim, action or proceeding against any of them to attack, set aside, void or <br />annual the approval of this Agreement or the approval of any permit or entitlement granted in <br />furtherance of this Agreement. City may, in its sole discretion, participate in the defense of any <br />such claim, action or proceeding. <br />11. Liquidated Damages. In the event that the property is not annexed to City in <br />accordance with the terms of the Agreement, the then existing owner of the Property shall pay each <br />year to City, as liquidated damages, a sum equal to the property taxes and any sales taxes the City <br />would have received had the Property been annexed. Failure to make such liquidated damages <br />payments shall be good cause for City to cease water service to the Property. <br />12. Section Headings. All section headings and sub -headings are inserted for <br />convenience only and shall not affect any construction or interpretation of this Agreement. <br />13. Governing Law. This Agreement and any dispute arising hereunder shall be <br />governed by and construed in accordance with the laws of the State of California. <br />14. Attorneys' Fees. In the event any action is commenced to enforce or interpret the <br />terns or conditions of this Agreement the prevailing Party shall, in addition to any costs and other <br />relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for a Party's use <br />of in-house counsel. <br />15. Binding Effect. The burdens of this Agreement bind and the benefits of this <br />Agreement inure to the assigns and successors in interest of the Parties. <br />16. Authority to Execute. The person or persons executing this Agreement warrant and <br />represent that they have the authority to execute this Agreement on behalf of the legal, fee title <br />owner of the Property. <br />17. Waiver and Release. Property Owner hereby waives and releases any and all claims <br />it may have against City, and its elected and appointed officials, officers, employees and agents <br />with respect to any City actions or omissions relating to the development of the Property, and the <br />Parties' entry into, and execution of, this Agreement. Property Owner makes such waiver and <br />release with full knowledge of Civil Code Section 1542, and hereby waives any and all rights <br />thereunder to the extent of this waiver and release, of such Section 1542 is applicable. Civil Code <br />Section 1542 provides as follows: <br />"A general release does not extend to claims which the creditor does not know or <br />suspect to exist in his or her favor at the time of executing the release, which if <br />known by him or her must have materially affected his or her settlement with the <br />debtor." <br />4 <br />L:1ca1djm\Agreements\Pre-Annexation Agreement No. 19-03 - Matt Brudin 4.15.20.docxjn <br />