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• • <br /> 6. Indemnification; Hold Harmless. Property Owners agree to indemnify and <br /> hold the Town harmless from any claims, costs or expenses incurred by the Town in <br /> connection with any claim by any person or entity with respect to this Agreement, the <br /> associated costs or the Usage Fees. Further, Property Owners and their agents shall hold <br /> harmless the Town for any failure by the Town to collect the Usage Fee from any Future <br /> User. Nothing in this Agreement shall be construed as imposing any obligation upon the <br /> General Fund of Town. Payments shall be made to Property Owners only to the extent <br /> funds are actually received and collected by Town pursuant to this Agreement. <br /> 7. Term of Agreement. This Agreement, and the obligations of Town <br /> hereunder, whether or not any or all Usage Fees have been collected and remitted to <br /> Property Owners or their agents hereunder, shall terminate on the fifteenth (15th) <br /> anniversary of the date of this Agreement. <br /> 8. Administrative Fee. Prior to remitting any funds to Property Owners, Town <br /> shall be entitled to deduct an administrative fee in the amount of five percent (5%) from <br /> each Usage Fee to pay the costs incurred by Town in connection with the administration <br /> of this Agreement. <br /> 9. Fees and Costs. Prior to execution of this Agreement by the Town, the <br /> Property Owners shall pay all legal fees and costs incurred by the Town in connection with <br /> the preparation of this Agreement. <br /> 10. Successors; Assignment. This Agreement shall be binding upon the <br /> successors, heirs and assigns of the parties hereto, but Property Owners shall not assign <br /> any of its rights under this Agreement without the prior written consent of Town, which <br /> consent shall not be unreasonably withheld. <br /> 11. Merger. All negotiations and agreements previously made by the parties and <br /> their agents with respect to this transaction are merged into this Agreement which <br /> completely sets forth the obligations of the parties. <br /> 12. Miscellaneous. The Exhibits attached hereto are hereby incorporated into <br /> this Agreement by this reference. This Agreement is governed by California law. The <br /> prevailing party in any dispute shall be entitled to recover attorneys' fees from any other <br /> parties to the dispute. <br /> The parties hereto have executed this Agreement effective as of the date written <br /> above. <br /> TOWN OF LOS ALTOS HILLS: <br /> <br /> May <br /> 3 N:\DATA\Clients\L\LAH\Projects\Magdalena\Sewer2.agm.wpd <br />