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b. Owner shall defend, indemnify, and hold harmless City and
<br />its elected officials, officers, agents and employees from any actual or alleged
<br />claims, demands, causes of action, liability, loss, damage, or injury to property or
<br />persons, including wrongful death, whether imposed by a court of law or by
<br />administrative action ofany #ederal, state, or local governmental agency, arising
<br />out of or incident to (i) the direct or indirect use operation, or maintenance of the
<br />Historic Property by Owner or any contractor, subcontractor, employee, agent,
<br />lessee, licensee, invitee, or any other person (ii) any restrictions on the use or
<br />development of `the Historic Property, from application or enforcement of the
<br />City's Historic Resources Ordinance, or from the enforcement of this Agreement.
<br />This indemnification includes, without limitation, the payment of all penalties,
<br />fines, judgments, awards, decrees, attorneys fees, and related costs or
<br />expenses, and the reimbursement of City, its elected _officials, employees, and/or
<br />agents for all legal expenses and costs incurred by each of them. Owner's
<br />obligation to indemnify shall survive the termination, cancellation, or expiration of
<br />this Agreement, and shallnot be restricted to insurance proceeds, if any,
<br />received by City, its elected officials, employees, or agents.
<br />G. All of the agreements, rights, covenants, conditions and
<br />restrictions contained in this Agreement shall be binding upon and shall inure to
<br />the benefit of the parties herein, their heirs, successors, legal representatives,
<br />assigns and all persons acquiring any part or portion of the Historic Property,
<br />whether by operation of law or in any manner whatsoever.
<br />d_ In the event legal proceedings are brought by any party or
<br />parties to enforce or restrain a violation of any of the covenants, conditions or
<br />restrictions contained herein, or to determine the rights and duties of any party
<br />hereunder, the prevailing party in such proceeding may recover all reasonable
<br />attorney's fees to be fixed by the court, in addition to court costs and other relief
<br />.ordered by the court,
<br />e. In the event that any of the provisions of this Agreement are
<br />held to be unenforceable or invalid by any court of competent jurisdiction, or by
<br />subsequent preemptive legislation, the validity and enforceability of the remaining
<br />provisions, or portions thereof, shall not be effected thereby.
<br />f. This Agreement shall be construed and governed in
<br />accordance with the laws of the State of California.
<br />14. Recordation- Notice to Office of Historic. Preservation. No later than
<br />twenty (20) days after the Effective Date, City shall cause this Agreement to be
<br />recordedin the office of the County Recorder of the County of Riverside. Owner
<br />shall provide written notice of the contract to the State Office of Historic
<br />Preservation within six months of entering into the contract.
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