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use or occupancy of the Historic Property by Owner, Owner's Agents or Invitees; (c) the condition of <br />the Historic Property; (d) any construction or other work undertaken by Owner on the Historic <br />Property; or (e) any claims by unity or interval owners for property tax reductions in excess of those <br />provided for under this Contract. This indemnification shall include, without limitation, reasonable <br />fees for attorneys, consultants, and experts and related costs that may be incurred by City and all <br />indemnified parties specified in this Section and City's cost of investigating any claim. In addition to <br />Owner's obligation to indemnify City, Owner specifically acknowledges and agrees that Owner has <br />an immediate and independent obligation to defend City from any claim that actually or potentially <br />falls within this indemnification provision, even if the allegations are or may be groundless, false, or <br />fraudulent, which obligation arises at the time such claim is tendered to Owner by City, and <br />continues at all times thereafter. Owner's obligations under this Section shall survive termination of <br />this 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 shall be <br />deemed to create a partnership between the parties hereto and any of their heirs, successors or <br />assigns, nor shall such terms, provisions or conditions cause them to be considered joint venturers <br />or members of any joint enterprise. <br />13. California Law. This Contract shall be construed and governed in accordance <br />with the laws of the State of California. <br />14. Notice. Any notice required to be given by the terms of this Contract shall be given in <br />writing and delivered personally or by depositing the same with the U.S. Postal Service, first class (or <br />equivalent) postage prepaid, addressed to the respective parties as specified below or at such other <br />address as may be later specified by them. <br />REV: 10-25-24 J B <br />ATTY/AGR.2024.205/Staya Chandrasekr (1200 Arguello—Historic Preservation Agreement) (Page 8 of 14) <br />