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<br />employees acted improperly or failed to properly perform their governmental duties and
<br />functions including but not limited to, failure to follow the applicable law, failure to follow
<br />established procedures, failure to make the necessary findings and failures of similar
<br />nature.
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<br />9. INSURANCE REQUIREMENTS. Owner shall obtain, and shall file with the
<br />Agency, certificates of insurance evidencing public liability coverage in such amounts
<br />and including such endorsements as specified by the Agency in Exhibit E, which is
<br />attached hereto and incorporated by this reference. Said certificates of insurance shall
<br />provide that Agency and its elective and appointive boards, commissions, officers,
<br />agents and employees are named as an additional insured.
<br />
<br />10. ASSIGNMENT AND SALE. Owner may not transfer, sell or assign the Site or
<br />any portion thereof to any third party during the term of this Agreement without the prior
<br />written approval of the Agency. Upon any assignment, sale, or transfer of its entire
<br />interest in this Agreement and the Site, the Owner shall be relieved of any further
<br />responsibility under this Agreement with respect to the Site; provided any assignee,
<br />transferee or purchaser shall agree to be bound in writing by all of the terms and
<br />conditions of this Agreement. Owner shall promptly notify the Agency of any proposed
<br />assignment, sale or transfer of the Site and shall advise any prospective purchaser or
<br />transferee of the terms of this Agreement.
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<br />11. PREVAILING WAGE REQUIREMENTS. To the extent applicable to the
<br />Development, Owner and its contractors and agents shall comply with California Labor
<br />Code Section 1720 et seq. and the regulations adopted pursuant thereto ("Prevailing
<br />Wage Laws"), and shall be responsible for carrying out the requirements of such
<br />provisions. Owner is solely responsible for determining whether Prevailing Wage Laws
<br />apply to the Development.
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<br />Owner shall indemnify, defend (with counsel reasonably approved by Agency)
<br />and hold the Agency, the City, and their respective elected and appointed officers,
<br />officials, employees, agents, and representatives (collectively, the "Indemnitees")
<br />harmless from and against all liability, loss, cost, expense (including without limitation
<br />attorneys' fees and costs of litigation), claim, demand, action, suit, judicial or
<br />administrative proceeding, penalty, deficiency, fine, order, and damage (all of the
<br />foregoing collectively, "Claims") which directly or indirectly, in whole or in part, are
<br />caused by, arise in connection with, result from, relate to, or are alleged to be caused
<br />by, the payment or requirement of payment of prevailing wages or the requirement of
<br />competitive bidding in the construction of the Development, the failure to comply with
<br />any state or federal labor laws, regulations or standards in connection with this
<br />Agreement, including but not limited to Prevailing Wage Laws, or any act or omission of
<br />Owner related to this Agreement with respect to the payment or requirement of payment
<br />of prevailing wages or the requirement of competitive bidding, whether or not any
<br />insurance policies shall have been determined to be applicable to any such Claims. It is
<br />further agreed that Agency and City do not and shall not waive any rights against Owner
<br />which they may have by reason of this indemnity and hold harmless agreement
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<br />6
<br />
<br />Owner Participation
<br />
<br />of San
<br />
<br />
<br />599 MacArthur Boulevard
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