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DOC #2024-0128987 Page 3 of 13 <br />property and the owners of such property. <br />10. Indemnity and Cost of Litigation. <br />A. Property Owners agree to and shall hold City, and its elected and appointed <br />officials, officers, agents, and employees free and harmless from any and all liability for damage <br />or claims for damage for personal injury, including death, and claims for property damage which <br />may arise from the operations, errors, or omissions of Property Owners or those of its contractors, <br />subcontractors, agents, employees or any other persons acting on Property Owner's behalf which <br />relate to development of the Property. Property Owners agree to and shall defend, indemnify and <br />hold harmless City, its elected officials, officers, agents, employees and representatives from all <br />actions for damages caused or alleged to have been caused by reason of Property Owner's acts, <br />errors or omissions in connection with the development of the Property. This hold harmless <br />agreement applies to all damages and claims for damages suffered or alleged to have been suffered <br />by reason of Property Owner's or its representatives' acts, errors or omissions regardless of <br />whether or not City supplied, prepared or approved plans or specifications relating to the <br />development of the Property and regardless of whether or not any insurance policies of Property <br />Owners relating to such development are applicable. <br />B. Property Owners shall defend, at its expense, including attorneys' fees, indemnify <br />and hold harmless City, and its elected and appointed officials, officers, agents and employees <br />from any claim, action or proceeding against any of them to attack, set aside, void or annual the <br />approval of this Agreement or the approval of any permit or entitlement granted in furtherance of <br />this Agreement. City may, in its sole discretion, participate in the defense of any such claim, action <br />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 owners of the Property shall pay <br />each year to City, as liquidated damages, a sum equal to the property taxes and any sales taxes the <br />City would have received had the Property been annexed. Failure to make such liquidated damages <br />payments shall be good cause for City to cease 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 />terms 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 Parry'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 />4 <br />I:\cmo\Agreements\31565 Highland Ave. Agreement for Annexation and Provision for City Utility Services FY23-0066.docx-ms <br />