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9. Binding On Successors In Interest. All of the Contracts, rights, covenants,
<br />reservations and restrictions contained in this Contract shall be binding upon and shall inure to
<br />the benefit of the parties herein, their heirs, successors, legal representatives, assigns and all
<br />persons acquiring any part or portion of the Historic Property, whether by operation of law or in
<br />any manner whatsoever.
<br />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, fines,
<br />penalties and expenses incurred in connection with or arising in whole or in part from: (a) any
<br />accident, injury to or death of a person, loss of or damage to property occurring in or about the
<br />Historic Property; (b) the use or occupancy of the Historic Property by Owner, Owner's Agents or
<br />Invitees; (c) the condition of the Historic Property; (d) any construction or other work undertaken
<br />by Owner on the Historic Property; or (e) any claims by unity or interval owners for property tax
<br />reductions in excess of those provided for under this Contract. This indemnification shall include,
<br />without limitation, reasonable fees for attorneys, consultants, and experts and related costs that
<br />may be incurred by City and all indemnified parties specified in this Section and City's cost of
<br />investigating any claim. In addition to Owner's obligation to indemnify City, Owner specifically
<br />acknowledges and agrees that Owner has an immediate and independent obligation to defend
<br />City from any claim that actually or potentially falls within this indemnification provision, even if
<br />the allegations are or may be groundless, false, or fraudulent, which obligation arises at the time
<br />such claim is tendered to Owner by City, and continues at all times thereafter. Owner's obligations
<br />under this Section shall survive termination of 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
<br />be deemed to create a partnership between the parties hereto and any of their heirs, successors
<br />or assigns, nor shall such terms, provisions or conditions cause them to be considered joint
<br />venturers 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
<br />in writing and delivered personally or by depositing the same with the U.S. Postal Service, first
<br />class (or equivalent) postage prepaid, addressed to the respective parties as specified below or
<br />at such other address as may be later specified by them.
<br />CITY: OWNER(S):
<br />City of Redwood City Niall Patrick Wall and Sheila Cepero
<br />Attn: City Manager 731 Edgewood Road
<br />1017 Middlefield Road Redwood City, CA 94062
<br />Redwood City, CA 94063
<br />15. Severability. In the event that any of the provisions of this Contract are held to be
<br />unenforceable or invalid by any court of competent jurisdiction, or by subsequent preemptive
<br />legislation, the validity and enforceability of the remaining provision, or portions thereof, shall not
<br />be effected thereby.
<br />REV: 10-10-25 VR
<br />ATTY/AGR.2025.271/731 Edgewood Road (Mills Act Contract) (Page 5 of 11)
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