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such provisions. If required by California law or City policy, Developer shall submit to Agency
<br />a plan for monitoring payment of prevailing wages and shall implement such plan at Developer's
<br />expense.
<br />Subject to the last sentence of this paragraph, Developer shall indemnify, defend (with
<br />counsel approved by Agency) and hold the Agency, the City, and their respective elected and
<br />appointed officers, officials, employees, agents, consultants, and contractors (collectively, the
<br />"Indemnitees") harmless from and against all liability, loss, cost, expense (including without
<br />limitation attorneys' fees and costs of litigation), claim, demand, action, suit, judicial or
<br />administrative proceeding, penalty, deficiency, fine, order, and damage (all of the foregoing
<br />collectively "Claims") which directly or indirectly, in whole or in part, are caused by, arise in
<br />connection with, result from, relate to, or are alleged to be caused by, arise in connection with, or
<br />relate to, the payment or requirement of payment of prevailing wages (including without
<br />limitation, all claims that maybe made by contractors, subcontractors or other third party
<br />claimants pursuant to Labor Code Sections 1726 and 1781), the failure to comply with any state
<br />or federal labor laws, regulations or standards in connection with this Agreement, including but
<br />not limited to the Prevailing Wage Laws, or any act or omission of Developer related to this
<br />Agreement with respect to the payment or requirement of payment of prevailing wages, whether
<br />or not any insurance policies shall have been determined to be applicable to any such Claims. It
<br />is further agreed that Agency and City do not and shall not waive any rights against Developer
<br />which they may have by reason of this indemnity and hold harmless agreement because of the
<br />acceptance by Agency, or Developer's deposit with Agency of any of the insurance policies
<br />described in this Agreement. The provisions of this Section 3.17 shall survive the expiration or
<br />earlier termination of this Agreement and the issuance of a Certificate of Completion for the
<br />Project. Developer's indemnification obligations set forth in this Section shall not apply to
<br />Claims arising from the gross negligence or willful misconduct of one or more of the
<br />Indemnitees. Developer's indemnification obligations set forth in this Section shall not apply i£
<br />(i) Developer terminates this Agreement pursuant to Section 4.1.2(b) and neither Developer nor
<br />any entity affiliated with Developer, including without limitation, a Controlled Affiliate,
<br />performs construction work on the Project, or (ii) Agency terminates this Agreement and neither
<br />Developer nor any entity affiliated with Developer, including without limitation, a Controlled
<br />Affiliate, performs construction work on the Project.
<br />3.18 Compliance with Laws. Developer shall carry out and shall cause its contractors
<br />to carry out the construction of the Project in conformity with all applicable federal, state and
<br />local laws, rules, ordinances and regulations, including without limitation, all applicable federal
<br />and state labor laws and standards, applicable provisions of the California Public Contracts Code
<br />(if any), the City zoning and development standards, building, plumbing, mechanical and
<br />electrical codes, all other provisions of the City's Municipal Code, and all applicable disabled
<br />and handicapped access requirements, including without limitation, applicable provisions of the
<br />Americans with Disabilities Act, 42 U.S.C. Section 12101, et seq., Government Code Section
<br />4450, et seq., Government Code Section 11135, et seq., and the Unruh Civil Rights Act, Civil
<br />Code Section 51, et seq.. Developer shall indemnify, defend (with counsel approved by Agency)
<br />and hold harmless the Indemnitees from and against any and all Claims arising in connection
<br />with the breach of Developer's obligations set forth in this Section whether or not any insurance
<br />policies shall have been determined to be applicable to any such Claims. It is further agreed that
<br />Agency and City do not and shall not waive any rights against Developer which they may have
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