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<br />EDEN ROAD PUBLIC IMPROVEMENT AGREEMENT Page 7 of 11
<br />condition of the road such that it is in compliance with relevant regulatory standards and able to
<br />pass inspections.
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<br />9. Hold Harmless and Indemnity: (a) Applicant and Owner shall hold harmless,
<br />indemnify and, at the City’s request, defend City (with counsel acceptable by City), its elected
<br />officials, officers, employees, agents, boards and commissions, whether elected or appointed,
<br />from and against all claims, demands, actions, causes of action, losses, damages, liabilities,
<br />costs and expenses, including but not limited to reasonable attorneys’ fees and costs, for or in
<br />connection with personal injury (including, but not limited to, death) or damage to property
<br />(both real and personal) which arises out of or is in any way connected with the negligent acts,
<br />errors or omissions of Applicant, its agents, contractors, subcontractors, or employees in
<br />connection with the performance of this Agreement.
<br />(b) City shall hold harmless and indemnify Applicant and Owner, and their officers,
<br />employees, and agents, from and against all claims, demands, actions, causes of action, losses,
<br />damages, liabilities, costs and expenses, including but not limited to reasonable attorneys’ fees
<br />and costs, for or in connection with personal injury (including, but not limited to, death) or
<br />damage to property (both real and personal) which arises out of or is in any way connected
<br />with the negligent acts, errors or omissions of City, its agents, contractors, subcontractors, or
<br />employees in connection with the performance of this Agreement.
<br />10. Notice of Breach and Default: If Applicant refuses or fails to pay its contribution, or
<br />any severable part thereof, with such diligence as will insure completion of this Agreement
<br />within the time specified, or any extensions thereof, or if the Applicant should be adjudged as
<br />bankrupt, or if Applicant should make a general assignment for the benefit of Applicant’s
<br />creditors, or if a receiver should be appointed in the event of Applicant’s insolvency, or if
<br />Applicant or any of Applicant’s contractors, subcontractors, agents or employees should
<br />violate any of the provisions of this Agreement, the City Engineer or City Manager may serve
<br />written notice upon Applicant of Default. Upon such notice, City may take any and all legal
<br />actions to enforce this Agreement, including but not limited to specific performance.
<br />If City refuses or fails to pay its contribution, or any severable part thereof, with such diligence
<br />as will insure completion of this Agreement within the time specified, or any extensions
<br />thereof, or if the City should be adjudged as bankrupt, or if City should make a general
<br />assignment for the benefit of City’s creditors, or if a receiver should be appointed in the event
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