Mills Act Contract 802 Edgewood Rd Nicolet & De Brine

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inure to the benefit of the parties herein, their heirs, successors, legal representatives, assigns and all persons acquiring any part or portion of the Historic Property, whether by operation of law or in any manner whatsoever. 10. Hold Harmless. Owner(s) agrees to and shall hold City and its elected officials, officers, agents and employees harmless from liability for damage or claims for damage for personal injuries, including death, and claims for property damage which may arise from the direct or indirect use or operations of Owner(s) or those of his contractor, subcontractor, agent, employee or other person acting on his behalf which relate to the use, operation and maintenance of the Historic Property. Owner(s) hereby agrees to and shall defend the City and its elected officials, officers, agents and employees with respect to any and all actions for damages caused by, or alleged to have been caused by, reason of Owner's activities in connection with the Historic Property. This hold harmless provision applies to all damages and claims for damages suffered, or alleged to have been suffered, by reason of the operations referred to in this Contract regardless of whether or not the City prepared, supplied or approved the plans, specifications or other documents for the Historic Property. 11. Status of Parties. None of the terms, provisions or conditions of this Contract shall be deemed to create a partnership between the parties hereto and any of their heirs, successors or assigns, nor shall such terms, provisions or conditions cause them to be considered joint venturers or members of any joint enterprise. 12. California Law. This Contract shall be construed and governed in accordance with the laws of the State of California. REV:12-10-14 VR ATTY/AGR/2014.193/802 EDGEWOOD ROAD MILLS ACT CONTRACT Page 7 of 13