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<br />5055770.1 10
<br />contractors (collectively, the “Indemnitees”) harmless from and against all liability, loss, cost,
<br />expense (including without limitation attorneys’ fees and costs of litigation), claim, demand,
<br />action, suit, judicial or administrative proceeding, penalty, deficiency, fine, order, and damage
<br />(all of the 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 by, arise in
<br />connection with, or relate to, the payment or requirement of payment of prevailing wages or the
<br />requirement of competitive bidding in the construction of the Project, the failure to comply with
<br />any state or federal labor laws, regulations or standards in connection with this Agreement,
<br />including but not limited to the Prevailing Wage Laws, or any act or omission of Developer
<br />related to this Agreement with respect to the payment or requirement of payment of prevailing
<br />wages or the requirement of competitive bidding, whether or not any insurance policies shall
<br />have been determined to be applicable to any such Claims. It is further agreed that City do not
<br />and shall not waive any rights against Developer which they may have by reason of this
<br />indemnity and hold harmless agreement because of the acceptance by City, or Developer’s
<br />deposit with City of any of the insurance policies described in this Agreement. The provisions of
<br />this Section 3.17 shall survive the expiration or earlier termination of this Agreement and the
<br />issuance of a Certificate of Completion for the Project. Developer’s indemnification obligations
<br />under this Section 3.17 shall not apply to any Claim which arises as a result of an Indemnitee’s
<br />gross negligence or willful misconduct.
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<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
<br />Code, the City zoning and development standards, building, plumbing, mechanical and electrical
<br />codes, all other provisions of the City's Municipal Code, and all applicable disabled and
<br />handicapped access requirements, including without limitation, the Americans with Disabilities
<br />Act, 42 U.S.C. Section 12101, et seq., Government Code Section 4450, et seq., Government
<br />Code Section 11135, et seq., and the Unruh Civil Rights Act, Civil Code Section 51, et seq..
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<br /> 3.19 Liens and Stop Notices. Until the expiration of the term of the Regulatory
<br />Agreement and full repayment of the Loan, Developer shall not allow to be placed on the
<br />Property or any part thereof any lien or stop notice on account of materials supplied to or labor
<br />performed on behalf of Developer. If a claim of a lien or stop notice is given or recorded
<br />affecting the Project, Developer shall within thirty (30) days of such recording or service: (a)
<br />pay and discharge (or cause to be paid and discharged) the same; or (b) effect the release thereof
<br />by recording and delivering (or causing to be recorded and delivered) to the party entitled thereto
<br />a surety bond in sufficient form and amount or provide other assurance satisfactory to City that
<br />the claim of lien or stop notice will be paid or discharged.
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<br /> 3.20 Right of City to Satisfy Liens on the Property. If Developer fails to satisfy or
<br />discharge any lien or stop notice on the Property pursuant to Section 3.19 above, the City shall
<br />have the right, but not the obligation, to satisfy any such liens or stop notices at Developer’s
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