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10. Indemnification. Owner shall indemnify, defend, and hold harmless the City of <br />Redwood City and all of its boards, commissions, committees, departments, agencies, agents <br />and employees (for purposes of this Section 10, individual and collectively, "City') from and <br />against any and all liabilities, losses, costs, claims, judgments, settlements, damages, liens, <br />fines, penalties and expenses incurred in connection with or arising in whole or in part from: (a) <br />any accident, injury to or death of a person, loss of or damage to property occurring in or about <br />the Historic Property; (b) the use or occupancy of the Historic Property by Owner, Owner's <br />Agents or Invitees; (c) the condition of the Historic Property; (d) any construction or other work <br />undertaken by Owner on the Historic Property; or (e) any claims by unity or interval owners for <br />property tax reductions in excess of those provided for under this Contract. This indemnification <br />shall include, without limitation, reasonable fees for attorneys, consultants, and experts and <br />related costs that may be incurred by City and all indemnified parties specified in this Section <br />and City's cost of investigating any claim. In addition to Owner's obligation to indemnify City, <br />Owner specifically acknowledges and agrees that Owner has an immediate and independent <br />obligation to defend City from any claim that actually or potentially falls within this <br />indemnification provision, even if the allegations are or may be groundless, false, or fraudulent, <br />which obligation arises at the time such claim is tendered to Owner by City, and continues at all <br />times thereafter. Owner's obligations under this Section shall survive termination of this <br />Contract. <br />11. Property Insurance. Owner shall maintain during the life of this Agreement a <br />homeowner's insurance policy. <br />12. Status of Parties. None of the terms, provisions or conditions of this Contract <br />shall be deemed to create a partnership between the parties hereto and any of their heirs, <br />successors or assigns, nor shall such terms, provisions or conditions cause them to be <br />considered joint venturers or members of any joint enterprise. <br />REV: 10-07-19 PR <br />ATN/AGR.2019.260/Jilendra Kumar and Shruli Jain (Page 8 of 15) <br />