Agmt 2017 CDBG-Housing Consortium of the East Bay (HCEB)

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harmless from and against all Liabilities which directly or indirectly, in whole or in part, are caused by, arise in connection with, result from, relate to, or are alleged to be caused by, arise in connection with, or relate to, the payment or requirement of payment of prevailing wages (including without limitation, all claims that may be made by contractors, subcontractors or other third party claimants pursuant to Labor Code sections 1726 and 1781), the failure to comply with all applicable state and federal labor laws, regulations and standards in connection with the construction of the Project, including but not limited to the Prevailing Wage Laws, or any act or omission of Participant or Participant's contractors and subcontractors with respect to the payment or requirement of payment of prevailing wages, whether or not any insurance policies shall have been determined to be applicable to any such Claims. It is further agreed that City does not, and shall not, waive any rights against Participant which it may have by reason of this indemnity and hold harmless agreement because of the acceptance by City, or the deposit with City, of any of the insurance policies described in this Agreement. The provisions of this Section shall survive the expiration or termination of this Agreement and the making and repayment of the Loan. ARTICLE IV NEGATIVE COVENANTS Participant covenants and agrees that for the life of this Agreement, Participant will not,without prior written consent of the City: 4.1 USE OF FUNDS. Use any of the proceeds of the Loan except for the purpose(s)stated in Section 1.4 of this Agreement. 4.2 ENCUMBER THE PROPERTY. Create nor suffer to exist any mortgage, lien, charge, or encumbrance, including liens arising from judgments on the Property. This includes Workers' Compensation, unemployment, Internal Revenue Service, state, local, mechanic, and any other liens of any type; provided however, that Participant shall have thirty(30)days to discharge or provide adequate security for any involuntary lien upon the Property except that which may be in the ordinary course of business to obtain a line of credit or letters of credit. 4.3 MERGER, CONSOLIDATION, SALE OF ASSETS. Merge into or consolidate with any corporation or other entity, or acquire all or substantially all of the assets of any other corporation or entity; or sell, lease, assign,transfer or otherwise dispose of all or substantially all Participant's assets. 4.4 LOANS,ADVANCES, INVESTMENTS, Make any loan or advances to or investments in, any person or entity except those usually made in the ordinary course of business. ARTICLE V DEFAULT AND REMEDIES 5.1 EVENTS OF DEFAULT. The occurrence of any one or more of the following events shall constitute an event of default hereunder("Event of Default"): 8 Capital Improvement Loan Agreement-HCEB October 1,2017